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Item D34 E. of Construction On firms Board. AGREEMENT BETWEEN COUNTY AND CONSTRUCTION MANAGER PROJECT NAME AND LOCATION: CONSTRUCTION MANAGER: PROJECT OWNER ARCHITECT-ENGINEER: MURRAY E. NELSON GOVERNMENT AND CULTURAL CENTER 102050 Overseas Highway, MM 102 Key Largo,Florida The Tower Group, Inc. 405 SW 14Slh Avenue, Suite One Davie, FL 33325 954 476 3200 Monroe County, a political subdivision of the Sate of Florida, 1100 Simonton Street Key West, Florida 33040 Currie Sowards Aguila Architects 134 NE 151 Avenue Delray Beach, FL 33444 ARTICLE 1.0.0 I. 1.0 1.2.0 1.3.0 1.4.0 2.0.0 2.1.0 2.1. I 2.1.2 2.1.3 2.1.4 2.1.5 2.2.0 2.3.0 2.4.0 3.0.0 3.1.0 3.2.0 3.3.0 3.4.0 3.5.0 3.6.0 3.7.0 3.8.0 3.9.0 3.10.0 3.11.0 3.12.0 3.13.0 4.0.0 4.1.0 4.2.0 5.0.0 5.1.0 5.2.0 5.3.0 5.3.1 5.3.2 5.4.0 5.5.0 6.().() 6.1.0 TABLE OF CONTENTS DESCRwrlON THE CONSTRUCTION TEAM AND EXTENT OF AGREEMEN.r The Construction Team Extent of Agreement Definitions County's Construction Budget CONSTRUCTION MANAGER'S SIiRVICES Project Management Information System (PMIS) General Narrative Reporting Subsystem Scheduled Control Subsystem Cost Control Subsystem Project Accounting Subsystem Project Manual Design Review and Recommendations Construction Phase COUNTY'S RESPONSIBILITIES County's Information County's Representative Architect and Engineer's Agreement Site Survey and Reports Approvals and Easements Legal Services Drawings and Specifications Cost of Surveys and Rcports Project Fault Defects Funding I jnes of Communication Lines of Authority Permitting & Code Inspections PERMITTING AND INSPECTION Building Permits Code Inspections SLBCONTRACTS Definition Proposals Required Subcontractors' Qualifications and Subcontract Conditions Subcontractual Relations Subcontractual Requirements Responsibilities for Acts and Omissions Subcontracts To Be Provided SCHEDULE, TIME OF COMMENCEMENT AND SUBSTANTIAL COMPI~EnON Project Substantial Completion Date, Project Final Completion Date And Owner Occupancy Date PAGE I 1 I I 2 2 2 2 3 3 4 5 5 6 8 14 14 14 14 14 14 15 15 15 15 15 15 15 15 15 15 15 15 15 16 16 16 16 17 17 18 18 6.2.0 ARI'ICLE 7.0.0 7.1.0 7.2.0 7.3.0 7.4.0 8.0.0 8.1.0 8. I. I 8. I.2 8.1.3 9.0.0 9.1.0 9.2.0 10.0.0 10.1.0 ] 0.1.1 ]0.1.2 ]0.1.3 ] O. ] .4 ]0.1.5 ]0.2.0 ]0.3.0 10.4.0 I] .0.0 ] I. 1.0 ] 2.0.0 ] 2. 1.0 ] 2.2.0 12.3.0 ] 2.4.0 ]2.5.0 ] 2.6.0 ]3.0.0 13.1.0 13.2.0 ] 3.3.0 ] 3.3.] 13.3.2 ]3.3.3 13.3.4 13.3.5 Owncr Occupancy and Warranties TABLE OF CONTENTS CONTINUED ]8 DESCRIPT]ON PAGE GUARANI'EED MAXIMUM PRICE FOR CONS'fRUCTION Guaranteed Maximum Price (GMP) Proposal GMP Taxes Adjustments in Contingency Contained Within GMP Use of Contingcncy Contained Within GMP ]7 ]7 ]7 ]7 ] 8 CONSTRUCTION MANAGER'S FEE Fee Preconstruct ion Phase Fee Construction Phase Fee Overhead and Profit for Construction Phase 18 18 ]8 ] 8 ]9 COST OF THE PROJECT Definition Direct Cost Items ]9 ]9 ]9 CHANGE IN THE PROJEC-r Change Orders Change Order DcJlnition Acceptab]e Ways of Determining Increases or Decrease In The GMP on Change Orders Itemized Accounting on Change Orders Adjustments in Unit Prices & GMP Due T'o Inequitable Quantity Changes Concealed Conditions Claims for Additiona] Cost or Time Minor Changes In thc Project Emergencies 2] 2] 2] 2] 2] 2] 2] 2] 22 22 22 DISCOUNTS AND PENALTIES Discounts and Penalties 22 22 PAYMENTS TO 'n-IE: CONSTRUCTION MANAGER Monthly Paymcnts Final Paymcnt Payments to Subcontractors Delaycd Payments by Owner Payments for Materials and Equipment Withholding Payments to Subcontractors 22 22 22 23 23 23 23 INSURANCE~, INDEMNITY AND WAIVER OF SUBROGAT]ON Indcmnity Construction Manager's Insurance Waivcr of Subrogation Damages Causcd By Perils Covered By Insurancc Loss or Damage to Equipment Covered By Insurance Property and Consequential I JJSS Policies Endorsement of Policics County's ]nsurancc 23 23 24 25 25 25 25 25 25 II ARTICLE ]4.0.0 14.1.0 14.2.0 ]4.3.0 15.0.0 15.1.0 15.2.0 16.0.0 ] 6.1.0 16.2.0 16.3.0 17.0.0 17.1.0 17.2.0 ] 7.3.0 ] 7.4.0 ] 7.5.0 17.6.0 ]7.7.0 ] 7.8.0 ]7.9.0 17. ]0 17.1 ] ] 7.12 ] 7.13 17.]4 17.15 ] 7.16 ] 7.17 17.] 8 17.19 ]7.20 17.21 ] 7.22 ] 7.23 ] 7.24 17.25 ] 7.26 17.27 ] 7.28 17.29 TABLE OF CONTENTS CONTINUED DESCRIPTION PAGE TERMINATION OF 'TIlE AGREEMEN'r AND COUNTY'S RIGHT TO PERFORM CONSTRUCTION MANAGER'S OBLIGATION 26 Tcrmination by thc Construction Managcr 26 County's Right to PcrI(m11 Construction Manager's Obligations and Termination By County f()r Causc 26 Termination by County without Cause 27 ASSIGNMEnr AND GOVERNING LAW 27 Assignment Consent 27 Goveming Laws 27 NO'T'ICE OF CLAIM; WAIVER OF REMEDIES; NO DAMAGES FOR DELAY 27 Governing Provisions 27 Written Determination of Claim 28 Exclusive Remedy for Delays 28 MISCELLANEOUS 28 IIannony 28 Apprcntices 28 Invoices Submitted 28 Construction Managcr's Project Records 28 Construction Manager's Payment Rights 28 Public Entity Crimc Information Statement 28 Discrimination; Denial or Revocation for the Right to Transact Business with Public Entities 3 I Unauthorized Aliens 3] Electronic Mai] Capabilities 3 ] Assignmcnt 3 ] Maintenance of Books and Records 3 ] Terms not to be Construed Against Either Party 3 ] Mediation 31 Scverability 32 Attorney Fees & Costs 32 Binding Effect 32 Claims for Federal or State Aiel 32 Adjudication of Disputes or Disagreements 32 Cooperation 32 Nondiscrimination 32 Covenant of No Interest 33 Code of Ethics 33 No solicitation/Payment 33 Public Access 33 Non-Waivcr of Immunity 33 Privileges & Immunitics 33 Legal Obligations & Responsibilities and Non-Delegation of Constitutional or Statutory Duty 33 Non-Reliance by Non-Parties 33 Attestations 34 III ARTICLE 17.30 17.31 17.32 17.33 17.34 EXHIBIT A B C D E F G I-l I J K TABLE OF CONTENTS CONTINUED DESCRIPTION No Personal Liability Execution in Counterparts Section Headings Force Majeure Mutual Review Construction Team Assigned Rcpresentatives County's Construction Budget Construction Manager's Personnel Certificate of Substantial Completion Construction Managcr's AfTidavit of Contract Completion Construction Manager's Pcrsonnel to Be Assigncd During Preconstruction Phase Construction Manager's Per Diem Staff for Time Extensions Per 8 .1.2( I )(b) Construction Manager's Personnel to Be Assigned During Construction Ofl~Site Construction Manager's Personnel to Be Assigned During Construction On-Site Ccrtificate of Partial Payment Items To Be Submitted With Gencral Construction Manager's Request for Final Payment IV P AGI: 34 34 34 34 34 35 36 37 38 39 41 42 44 44 45 47 AGREEMENT BETWEEN COUNTY AND CONSTRUCTION MANAGER TIIIS AGREEMENT made this_ day 2005 in the ycar Two 'fhousand Fivc by and bctween Monroe County, a political subdivision of State of Florida whose address is Gato Building, 1100 Simonton Street, Kcy West, Florida, 33040, hcreinafter called County or Owner, and 'fhe Tower Group, Inc., 405 SW 148th Avenue, Suite 1, Davie, Florida 33325, hereinafter called Construction Manager. ARTICLE 1 THE CONSTRUCTION TEAM AND EXTENT OF AGREEMENT The Construction Manager accepts the relationship of trust and confidence established between him and the County by this Agreement. He covenants with the County to furnish his best skill and judgmcnt and to cooperate with the Architcct-Engineer in furthering the interests of the County. lIe agrees to furnish efficient business administration and supcrintendence and use his best efforts to complete the project in thc bcst and soundest way and in the most expeditious and economical manner consistcnt with the interest of the County. 1.1 The Construction Team 'fhe Construction Manager, the Director of Facilities Development for the County and the Architcct-Engineer, called the "Construction Team", shall work jointly during design and through final construction completion and shall be available thereafter should additional services be rcquircd. The Architect-Engineer will provide Icadership during the Preconstruction Phase with support from the Construction Manager and the Construction Manager shall provide leadership to the Construction Team on all matters relating to construction. The specific representatives of the Construction Team are shown in Exhibit A attached. 1.2 Extent of Agreement -- This Agreement for the Murray E. Nelson Government and Cultural Center (Project), between the County and the Construction Manager, supersedes any prior negotiations, representations or agreements. When drawings, specifications and other descriptive documents defining the work to be includcd undcr a construction authorization are substantially complete, they shall be identified in thc construction authorization issued by the Project Director. When drawings, specifications and other descriptive documents defining the work to be included in the guaranteed maximum price (GMP) are sufficiently complete, an Amendment to the Agreement shall be signed by the County and Construction Manager, acknowledging the GMP amount and the drawings, specifications and other descriptive documents upon which thc GMP is based, To expedite the preparation of this GMP Amendment by the County, the Construction Manager shall obtain four (4) sets of signed, sealed and dated drawings, specifications, and other documents upon which the GMP is based from the Architect-Enginccr, and shall acknowledge on the face of each document of each set that it is the set upon which he based his GMP and shall send one set of the documents to the County's Director of Facilities Dcvclopment along with his GMP proposal, while keeping one set for himself and returning one sct to the Architect-Engineer, and one set to the Clcrk of Courts for Monroe County. The GMP Proposal shall include the f,()llowing sections: Section One: Section Two: Summary of" Work (iMP Price Summary -- To include Construction Authorization & Tax Savings Scope Clarifications and Assumptions Detailed Estimate Bid Tabulations and Recommendations PreliminCllY Construction Schedule Contract Documents Drmving List and Specification List 5'ection Three: Section Four: Section Five: Section Six: Section Seven: This Agreement shall not be superseded by any provisions of the documents fix construction and may be amended only by written instrument signed by both the County and the Construction Manager. 1.3 Dcfinitions: Architect-Engineer Currie Sowards Aguila Architccts, 134 NE I sl A venue, Delray Bcach, Florida 33444. Construction Authorization The term Construction Authorization shall mean a written work order based on a defIned scope of work cxcluding Construction Manager's fces as specificd in Article 8, prepared by thc Project [)irector and issued to the Construction Manager. Construction Authorizations shall bc uscd prior to the datc of the GMP Amendment and all work pcrformcd pursuant to Construction Authorizations shall be included in the GMP Construction Manager - The Tower Group, Inc., 405 SW 148,h Avenue, Suite I, Davic, Florida 33325, Owner Monroe County, a political subdivision of the State of Florida, acting through its Board of County Commissioners (hercinafter BOCC). County's Representatives - The Director of Facilitics Development and his superiors or designees. Pem1itting Authorities The local authorities with jurisdiction over the area in which the project is located. Proiect - The Projcct is thc total work to be performed under this Agreement. The Project consists of permitting, construction and codc inspection felr the Murray E. Nelson Govemment and Cultural Center Project necessary to build the component parts of the project identified in Exhibit B. Proiect Director The Director of Facilities Development is designatcd by the County to provide direct interf~lCc with the Construction Manager with respect to the County's responsibilities. 1.4 County's Construction Budget: The County's funds budgeted and requested for construction of the Project. The County's Construction Budget is Six Million Fivc Hundred Thousand ($6,500,000.00) identified in Exhibit 13, including all Construction Manager fees, costs of the work and the County's and Construction Manager's construction and interface contingencies as defined in Articles 8 and 9. This acknowledgemcnt of the County's budgeted funds is not to be construcd as the Construction Manager's Guaranteed Maximum Price. A Guaranteed Maximum Price will be offcred by separate documentation as outlined in Article 7. ARTICLE 2 CONSTRUCTION MANAGER'S SERVICES The services which thc Construction Manager shall providc include, but are not limited to, thosc described or specified herein. The services described or specitled shall not be dcemcd to constitute a comprehensive spccification having the effect of excluding services not speciJlcally mentioned. 2.1 PROJECT MANAGEMENT INFORMATION SYSTEM (PMIS) 2.1.1 General: (I) Commencing immediately after contract award, the Construction Manager shall implement and shall utilizc throughout the life of this Contract all subsystems of thc Project Management Information System hereinaftcr rcferred to as PMIS. (2) Thc rcports, documents, and data to be provided shall represent an accurate assessment of thc current status of thc Project and of the work remaining to be accomplished and it shall provide a sound basis for identifying variances and problems and for making managcment decisions. It shall be prepared and fumished to the County and the Architect-Engineer monthly and shall accompany each pay request. (3) If requested by the Project Director, the Construction Manager shall conduct a comprehensivc workshop for participants designated by the Project Director and additional seminars as required to provide instruction. This workshop and the seminars shall facilitate each participant's and the County's representatives' use and understanding of PMIS; shall support, in-part, the function of organizing in concert with the Architect-Enginecr for the design and construction of the Project; and shall establish, with the full concurrence of the County and the Architect-Engineer, procedures f(lr accomplishing the Inanagcment control aspect of the Project. (4) The PMIS shall be described in terms of the following major subsystems: (a) Narrativc Reporting, on a monthly basis, (b) Schedule Control, on a monthly basis, (c) Cost Control, and estimating, (d) Project Accounting, (e) Accounting and Payment, and (f) Action Reports. 2 2.1.2 Narrative Reporting Subsystcm ( I) The Construction Manager shall preparc written reports as describcd hereunder. PMIS narrative reports shall be required. All reports shall be in either an 8 1/2" X or an electronic format approved by the County. No other II" lemnat (2) The Narrative Reporting Subsystem shall include the following reports: (a) A Monthly Executive Summary which provides an overvicw of CUlTent issues and pending dccisions, future developments and expected achievements, and any problems or delays, including code violations found by Permitting Authority. (b) A Monthly Cost Narrative describing the current construction cost estimate status of the Project. (c) A Monthly Scheduling Narrative summarizing the currcnt status of the overall project schedulc. 'fhis rcport shall include an analysis of thc various project schedules, a description of the eritical path, and other analyses as necessary to compare planned performance with actual performance. (d) A Monthly Accounting Narrative describing the current cost and payment status of the cntire project. This report shall relate current encumbrances and expenditures to the budget allocations. (e) A Monthly Construction Progress Report during the construction phase summarizing the work of the various subcontractors. This report shall include information from the weekly job site meetings as applicable such as general conditions, long lead supplies, current deliveries, safety and labor relations programs permits, construction problems and recommendations, and plans for the succeeding month. (1) A Daily Construction Diary during the construction phase describing events and eonditions on the site. (g) Construction Manager shall implement the County's direct tax savings purchase plan as part of the Construction Manager's services. (3) The reports outlined in subsection (2)(a) through (e) above shall be bound with applicable computer reports and submittcd monthly during design and construction phases and shall be currcnt through thc end of the preceding month. Copies shall be transmitted to the County and thc Architect-Engineer and others designatcd by the Project Director with the monthly pay requisition. Additional copies of the rcport outlincd in subsection (2)(a) shall be bound separately and distributed monthly as directed by the Projeet Director. (4) The report outlined in subscetion (2)(1) above shall be maintained at the site available to the County and Architcct-Engincer. A copy, bound, of the eomplcte diary shall be submitted to the County at the conclusion of the project. 2.1.3 Scheduled Control Subsystem (I) Master Project Schedule Upon award of this Contract the master projeet schedule will be developed by the Construction Team and shall be submitted by the Construction Manager. Thc master project schcdule shall cover the planning and design approvals, construction and Owner occupancy of the Project. This schedule will serve as the framcwork felr the subscquent development of all dctailed schedules. The master project sehedule shall bc produccd and updated monthly throughout the project. (2) Within thirty (30) days after the date of the County's issuance of a Notice to Proceed, the Construction Manager shall prcpare and submit to the Architect-Engineer a construction schedule graphically dcpicting the activitics contemplated to occur as a neeessary incident to perfemmmce of the work required to eomplete the project, showing the sequcncc in which the Construction Manager proposes le)r eaeh such activity to oecur and duration (datcs of commenccmcnt and completion, respectivcly) of each such activity. 'The Architect-Engineer 3 shall determine whether the construction schedule developed and submitted by the Construction Manager meets the requirements stated abovc and such dctermination shall be binding on the Construction Manager. Failurc of the Construction Manager to develop and submit a construction schedule as aforesaid shall bc sufficient grounds j~)r the Architect-Engineer to notify the County that sufficicnt cause cxists to withhold any payment. Following developmcnt and submittal of the construction schedule as aforesaid, the Construction Manager shall, at thc cnd of each calendar month occurring thcreafter during the period of time required to finally complctc the subject project, or at such carlicr intcrvals as circumstances may require, update and/or revise thc construction schedule to show the actual progress of the work performed and the occurrcnce of all evcnts which have aHected thc progress of perf~)rmance of the work already performed or will alTect the progress of the performance of the work yet to be performed in contrast with the planned progress of performance of such work, as depicted on the original construction schedulc and all updates and/or revisions thereto as reflected in the updated and/or revised construction schedule last submitted prior to submittal of each such monthly update and revision. Each such update and/or revision to the construction schedulc shall bc submitted to the Architeet-Engincer in duplicate. Failure of thc Construction Manager to update, rcvise, and submit the construction schedule as aforesaid shall be sufficient grounds for the Architect-Engineer to certify to the County that suffIcient cause exists to withhold payment to the Construction Manager until a schedule or schedule update acceptablc to the Architect-Engineer is submitted. (3) The Construction Manager shall preparc and incorporate into the schcdulc data base, at the required intervals, the following schcdules: (a) Pre-Bid Schedules (Subnetworks) - Thc Construction Manager shall preparc a construction schedule for work encompasscd in each bid package. The schedule shall be sutTiciently detailed as to be suitable for inclusion in the bid package as a framework j~)r contract completion by the successful bidder. It shall show the interrelationships between the work of the successful bidder and that of othcr subcontractors, and shall establish milcstones keyed to the overall master schedule. (b) - Upon the award of each sub- contract, the Construction Manager shall jointly with the subcontractor, develop a schcdule which is more detailed than the pre-bid schedule included in the specifications, taking into account thc work schedule of the other subcontractors. The construction schcdule shall include as many activities as necessary to make the schedule an effective tool for construction planning and l~)r monitoring the performance of the subcontractor. The construction schedule shall also show pertinent activities f~)r material purchase orders, manpower supply, shop drawing schedules and material delivery schedules. (c) Occupancy Schedule - The Construction Manager shall jointly dcvclop with the Architect- Engineer and the County a detailed plan, inclusivc of punch lists, final inspections, maintenance training and turn-over procedures, to be uscd l~)r ensuring accomplishment of a smooth and phased transition from construction to Owner occupancy. The Occupancy Schedule shall be produced and updated monthly from its inception through final Owner occupancy. 2.1.4 Cost Control Subsystem - The operation of this subsystem shall provide sufficient timely data and detail to permit the Construction Team to control and adjust the project rcquirements, nccds, materials, equipment and systcms by building and site elements so that construction will be completed at a cost which, together with all other project costs, will not exceed the maximum total project budgct. Requirements of this subsystem include the following submissions at the j~)llo\Ving phases of the project: Estimates (a) At completion of Advanced Schematic Preconstruction Phase For Each Item or Bid Packagc. (b) At Completion of Design Development Phase For Each ltcm Or Bid Package. (c) At establishment of thc Guarantecd Maximum Price. (d) At Completion of 100'% Construction Documents Phase 1:01' F:ach Itcm Or Bid Package. 4 (e) Construction Documents Estimates Prior to the hid of each hid package, when the working drawings and specifications arc complcte, the Construction Manager shall prepare and suhmit a cost estimate on the basis of a quantitative material take-off with current local cost for each bid group by subcontract package. 2.1.5 Proiect Accounting Subsystem - 'rhe operation of this subsystem shall enable the Construction Team to plan effectively and to monitor and control the funds available for the project, cash /low, costs, changc orders, payments, and other major financial factors by comparison of budget, estimate, total commitment, amounts invoiced, and amounts payable. This subsystem will be produced and updated monthly and includes the following reports which together will serve as a basic accounting tool and an audit trail. The Construction Manager will retain all project files in a manner consistent with proper accounting procedures that would be sufficient for an audit by the County for a period of 5 years after final completion of the project. (a) Costs Status Rcport showing the budget, estimate, and base commitment (awarded contracts and purchase orders) for any given contract or budget line item. It shall show approved change orders for each contract which when added to the base commitment will becomc the total commitment. Pending change orders will also be shown to produce the total cstimated probable cost to complete the work. (b) A Payment Status Report showing the value in place (both current and cumulative), the amount invoiced (both current and cumulative), the retained, the amount payable (both current and cumulative), and thc balance remaining. A summary of this report shall accompany each pay rcquest. (c) showing the complete activity history of each item in the project accounting structure. It shall includc thc budget, estimate and base commitment figures for each contract. It shall give the change order history including change order numbers, description, proposed and approved dates, and the proposed and approved dollar amounts. It shall also show all pending or rejected change orders. (d) A Cash Flow Diagram showing the projected accumulation of cash payments against the project. Cash /low projections shall be generated for anticipated monthly payments as well as cumulativc payments. (e) shall be maintained as necessary to supplement the operation of the project accounting subsystem. T'he job ledger will bc used to provide construction cost accountability for general conditions work, on-site reimbursable expenses, and costs requiring accounting needs. 2.2 PROJECT' MANUAL (I) Upon award of contract the Construction Manager shall dcvclop a draft comprchensive Project Manual describing the services sct forth in this Contract. This shall provide a plan for the control, direction, coordination and evaluation of work performcd throughout the projcct organization including identification of key personnel, responsibilitics of Construction Manager, County and Architect-Engineer; work /low diagrams; and strategy f()I' bidding thc work. The Project Manual shall be updated as nccessary throughout the design, construction and Owner occupancy phascs. Two hard copies and one PDF file of the Projcct Manual and any updatcs shall bc submitted to the County and Architcct-Engineer. -rhe developmcnt of the Projcct Manual shall be a collaborative effort betwecn the County, the Construction Manager and the Architcct-Enginecr. (2) Contents of Projcct Manual The Project Manual shall describe in detail the procedures for cxecuting the work and the organizations participating. The Project Manual shall include as a minimum the following sections: (a) - The known characteristics of the project or subprojects shall be dcscribcd in gcneral tcrms which will provide thc participants a basic understanding of the project or sub-projects. (b) Project Goals The schcdule, budget, physical, technical and other objectives for the project shall be deflned. (c) Project Strategy - A narrative dcscription of thc projcct delivery methods shall bc utilized 5 to accomplish the project goals. (d) - A summary organization chart showing the interrelationships between the County, thc Construction Manager, the Architect-Enginecr, other supporting organizations and pcrmitting rcview agencies. Detailed charts, one each for the Construction Manager, the Architect-Engineer, and the County showing organizational elements participating in the project shall be includcd. (e) Responsibility Performance Chart - A detailed matrix showing the specific responsibilities and intcrrelationships of the County, the Architect-Engineer, and Construction Manager. Thc Responsibility Performance Chart shall indicate major responsibility, and minor responsibility, for each spccific task required to deliver the projcct. T'he Construction Managcr shall develop a similar chart for the personnel within his own organization who arc assigned to the project, and also for the pcrsonnel of the County and the Architect- Engineer from data supplied by each. (f) Flow Diagrams These charts shall display the flow of inf(Jrmation and the decision process for the review and approval of shop drawings and submittals, progress and change orders. (g) Written Procedurcs - The Construction Manager will provide written procedures for communications and coordination required between Construction Team members throughout the project. Procedures shall cover such items as correspondence, minutes, reports, inspections, team mcetings, technical reviews, design reviews, and other necessary communications. (h) Electronic Procedures The Construction Manager will provide electronic procedures for the processing of all projcct corrcspondencc including RFI's, RFP's etc. 2.3 DESIGN REVIEW AND RECOMMENDATIONS (I) Review and Recommendations and WalTanty. - Thc Construction Manager shall familiarize himself thoroughly with the evolving architectural, civil, mechanical, plumbing, electrical, and structural plans and specifications and shall follow the development of design from Preliminaries through Working Drawings. He shall make recommendations with respect to thc selection of systems and materials, and cost reducing alternatives including assistance to the Architect-Engineer, and the County in evaluating alternative comparisons vcrsus long term cost ctTects. The evaluation shall speak to the benellts of the speed of erection and early completion of the project. I-Ie shall furuish pertinent information as to the availability of materials and labor that will be required. He shall submit to thc County, Permitting Authority and Architect- Engineer such comments as may be appropriate conccrning construction feasibility and practicality. I-le shall call to the Project Director's and the Architect-Engineer's attention in writing any apparent defects in the design, drawings and specifications or other documents. He shall prepare an estimate of the construction cost utilizing the unit quantity survey method. (2) Rcview Rcports and Warranty Within Forty-f1ve (45) days aftcr recciving the Construction Documents for each phase of the project, the Construction Manager shall perform a speciflc review thereoC focused upon factors of a nature encompassed in Paragraph (I) above and on factors set out in Paragraph (5). Promptly after completion of the review, he shall submit to the Project Director and Permitting Authority, with copies to the Architect-Engineer, a written report covering suggestions or recommcndations previously submitted, additional suggestions or recommendations as hc may deem appropriate, and all actions taken by the Architect- Enginccr with respect to same, any comments he may dcem to be appropriate with respect to scparating thc work into separatc contracts, alternative materials, and all comments called for under Article 2.3(5). AT COMPLETION OF TIlE CONSTRUCTION MANAGER'S RF;Vn~W OF THE PLANS AND SPECIFICATIONS, EXCEPT ONLY AS TO SPECIFIC MATTERS AS MAY BE IDENTIFIED BY APPROPRIATE COMMENTS PURSUANT TO THIS SECTION, THE CONSTRUCTION MANAGER SIIALL WARRANT. WITHOUT ASSUMING ANY ARCIIITECTURAL OR ENGINEERING RESPONSIBILITY, THAT THE PLANS AND SPECIFICATIONS ARE CONSISTI-NT, PRACTICAL, FEASIBLE AND CONSTRUCTIBLI:. CONSTRUCTION MANAGER SHALL WARRANT THAT THI: WORK m.SCRIBED IN THE PLANS AND SPECIFICATIONS FOR TIII~ VARIOUS BIDDINC; PACKAGES IS CONSTRUCTIBLE WITIIIN TIlE SCHEDULED 6 CONSTR UCTIONTIME DISCLAIMER OF WARRANTY: - 'THE COUNTY DOES NOT WARRANT THE ACCURACY OR THE CONSTUCTIBILrry OF "TITE PLANS OR SPECIFICATIONS. (3) - The Construction Manager shall review the dcsign for the purpose of identifying long lead procurement items (machinery, equipment, materials and supplies). When each item is identified, the Construction Manager shall notify the subcontractors, the Project Director and thc Architect-Engineer of the required procurement and schedule. Such information shall bc included in thc bid documents and made a part of all alTected sub- contracts. As soon as the Architect-Engincer has completed drawings and technical specifications and permitting approval has bcen obtained, the Construction Manager shall preparc invitations for bids. 'The Construction Managcr shall keep himself informed of the progress of thc rcspective subcontractors or suppliers, manuf:acturing or f:abricating such items and advisc Projcct Director, Owner and Architect-Enginecr of any problems or prospective dclay in dclivcry. (4) Scparate Contracts Planning - The Construction Manager shall review thc design with the Architect-L:ngineer and make recommendations to the County and to the Architcct-Engineer with respect to dividing the work in such manner as will permit the Construction Manager to take bids and award separate construction sub-contracts on the current schedule whilc the design is bcing completed. He shall take into considcration such f:actors as natural and practical lines of sevcrability, scquencing effectiveness, access and availability constraints, total time for completion, construction market conditions, availability of labor and materials, community relations and any other f:actors pertinent to saving time and cost by overlapping dcsign and construction that are authorized by thc County. (5) Interfacing (a) The Construction Manager shall take such measures as are appropriate to provide that all construction requirements will be covered in the separate subcontracts for procurement of long lead items, the separate construction subcontracts and the general conditions items performed without duplication or overlap, sequenccd to maintain completion of all work on schedule. Particular attention shall be given to provide that each bid package clearly idcntifies the work included in that particular separate subcontract, its schedule for start and complction and its relationship to other separate subcontractors. (b) Without assuming any Design responsibilities of the Architect-Engineer, the Construction Managcr shall include in thc reports rcquired under Article 2.3(2) comments on overlap with any other separate subcontracts, omissions, lack of correlation betwecn drawings, and any other deficiencies noted, in order that the Project Director and Architect-Engineer may arrange for neccssary corrections. (6) - The Construction Manager shall arrange for all job-site f:acilities nccessary to enablc thc Construction Manager and the County's representatives and the Architect- Engineer to perform their respective duties in the managcment, inspection, and supervision of construction. Tangible personal property, otherwise referred to as Job-Site f:acilities, include but are not limited to such things as trailers, toilets, typewriters, computers and any othcr cquipment necessary to carryon the project. When the Construction Manager wishes to supply Job-Site Facilities from his own equipment pool, he shall first evaluate a lease option. He may lease such job f:acilities equipment from his own equipmcnt pool at a price not greater than the lowest of three (3) lease proposals obtained. (7) - The Construction Manager shall asccrtain what tcmporary enclosurcs, if any, of building areas should be provided for and may be provided as a practical matter, in order to assure orderly progress of the work in periods when extreme weather conditions are likely to be experienced. Hc shall submit to the Construction Team his recommendations as to needed requirements of this naturc and as to the contract or contracts in which they should be includcd. (8) Markct Analysis and Stimulation of Biddcr Intcrest (a) The Construction Manager shall monitor conditions in the construction markct to identi fy 7 factors that will or may affect costs and time for completing the project; he shall make analysis as necessary to (I) determine and report on availability of labor, material, equipment, potential bidders, and possible impact of any shortages or surpluses of labor or material, and (2) in light of such determinations, make recommendations as may be appropriate with respect to long lead procurement, separation of construction into bid packages, sequencing of work, use of altcmative materials, cquipment or methods, other economics in dcsign or construction, and othcr matters that will promote cost savings and completion within thc scheduled time. (b) Within thirty (30) days after receiving Notice to Proceed, the Construction Manager shall submit a writtcn "Construction Market Analysis and Prospective Biddcrs Report" setting out recommendations and providing information as to prospcctive bidders. As various bid packages are prepared (c)r bidding, the Construction Manager shall submit to the Project Director and the Architect-Engineer a list of potential bidders. The Construction Managcr shall be responsible to stimulate biddcr interest in thc local market place and identify and encourage bidding competition. (c) The Construction Manager shall carry out an active program of stimulating interest of qualified Contractors and subcontractors in bidding on the work and of familiarizing those bidders with the requircments of this project. 2.4 CONSTRUCTION PHASE (I) Construction Manager's Staff - 'fhe Construction Manager shall maintain sufficient off-site support staff~ and compctent full time staff at the Projcct site authorized to act on behalf of the Construction Manager to coordinate, inspect and provide gencral dircction of the work and progress of the subcontractors and he shall provide no less than those personnel during the respective phases of construction that are set forth in Exhibit "C" to this agreemcnt. He shall not change any of those persons named in Exhibit "C" unless mutually agreed to by the County and Construction Manager. In such case, the County shall have the right of approval of the qualifications of rcplacemcnt personnel. Such approval will not be unreasonably withheld. (2) Lines of Authority - The Construction Manager shall establish and maintain lines of authority (c)r his personnel, and shall provide this definition to the County and all other affected parties such as the code inspectors of the Pennitting Authority, the sub-contractors, the Architect- Engineer and the County's representatives, to provide general direction of the work and progress of the various phases and subcontractors. The County and Architect-Engineer may attend meetings between the Construction Managcr and his Subcontractors; however, such attendance shall not diminish either the authority or responsibility of the Construction Manager to administer the subcontractors. (3) Schedule and Project Manual Provisions The Construction Manager shall providc subcontractors and the County, its representatives and the Architect-Engineer with electronic copies of thc Project Manual developcd and updated as required by Article 2.2 expanded for the Construction Phase employing their respective milestones, beginning and finishing dates, their respective responsibilities (c)r performance and the relationships of their work with respcct to subcontractors and suppliers. -fhe schedule shall include all phases of the construction work, matcrial supplies, long lead procurement, approval of shop drawings, change orders in progrcss, schedules for changc orders, and perlCmnance testing requirements. He shall advise the County, its representatives and the Architect-Engineer of their required participation in any mecting or inspection giving each at least one week notice unless such notice is made impossible by conditions beyond his control. He shall hold job-site meetings at Icast once each month with the Construction Tcam and at Icast once each week with the subcontractors and the Architect-Engineer's Ficld Representative, or more frequcntly as required by work progress, to rCVlew progrcss, discuss problems and their solutions and coordinate future work with all subcontractors. (4) Solicitation of Bids (a) Without assuming responsibilities of the Architcct-Engineer, and unless waived in writing by the County, the Construction Manager shall prepare invitations for bids, or rcquests lc)r proposal when applicable, lc)r all procurements of long Icad items, materials and services, and for Subcontractor contracts. If solicitation of bids is waived in writing by the County, the Construction Manager will adhere to County policy and procedurcs for all procurements of long lead items, materials and services, and fc)r Subcontractor contracts. 8 Invitations for bids shall be prepared in accordance with the following guidclines: I. Contracts over 'fen Thousand Dollars ($10,000) but not exceeding Twcnty Five 'fhousand Dollars ($25,000) may be entered into by the Construction Manager with the firm which submits the lowest verbal quotation. The Construction Manager shall obtain a minimum of two (2) verbal quotations. 'fhese quotations shall be cntered on a bid tabulation sheet and a copy of such tabulation sent to the County and Architect- Engineer upon request. The successful quotation shall be confirmed by written contract or purchase order defining the scopc and quality of work to be provided and awarded to the firm with the most rcsponsive bid. 2. Contracts exceeding 'fwenty Five Thousand Dollars ($25,000) but not cxceeding 'fwo Hundred Thousand Dollars ($200,000) may be entered into by the Construction Manager with the firm who is qualificd and submits the most responsive proposal. The Construction Manager shall request at least three (3) firms to submit sealed written proposals bascd on drawings and/or specifications. I'he written proposals shall all bc received at the location, date and time named by the Construction Manager in his request for proposal. A tabulation of the rcsults shall be furnishcd to the County and Architect-l:ngineer upon request. 3. Contracts exceeding Two I-Iundrcd T'housand Dollars ($200,000) may be entered into by the Construction Manager with the firm who is qualified and submits the most responsive proposal. The Construction Manager shall advcrtise these projccts at least once with the last advertisement appearing at Icast 2 I calendar days prior to the established bid opening date and at least five 5 days prior to any scheduled pre-bid conferencc. These proposals shall be based on approved plans and specifications. Bids shall be received at the location, date and time established in the bid advertisement. 4. Individual purchases of materials or rentals or leases of equipment amounting to less than Ten Thousand Dollars ($ I 0,(00) each may be made without bids or quotes whcn reasonably necessary to expedite work on the project, however, the Construction Manager shall not divide or separate procurcment in order to avoid the requirements set forth above. 5. Site utilities may be acquired at market ratcs from the entity(ies) providing such in the franchise area. (b) As part of such prcparation, the Construction Manager shall review the spccifications and drawings prepared by the Architect-Engineer. Ambiguities, conflicts or lack of clarity of language, use of illegally restrictive requirements, and any other defects in thc specifications or in the drawings noted by the Construction Manager shall be brought to the attention of the Project Director and Architect-Engineer in written form. (c) For any pre-bid confercncc, if questions arc raised which require an interpretation of the bidding documents or otherwise indicate a need for clarification or correction of the invitation, thc Construction Manager shall transmit these to the Architect-Engineer and upon receiving clarification or correction in writing shall prcpare an addendum to the bidding document, and issue same to all of the prospective bidders. (d) For all contracts exceeding 'fwo lIundred Thousand Dollars ($200,000), the Construction Manager shall establish a pre-qualification procedure for applicable subcontract trades. (5) Bonds - In accordance with the provisions of Section 255.05, Florida Statutes, the Construction Manager shall provide to the County a one hundred (l (0) percent Performance Bond and a one hundrcd (100) pcrcent Labor and Material Payment Bond each in an amount not less than thc total construction cost as defincd in Article 9 and inclusive of the Construction Managcr's fces. To be acceptable to the County as Surety for Pcrformance Bonds and Labor and Matcrial Payment Bonds, a Surety Company shall comply with the following provisions: I. Thc Surety Company shall have a currcntly valid Certificate of Authority, issued by the State of Florida, Department of Insurancc, authorizing it to write surety bonds in the State of Florida. 9 2. The Surety Company shall have currcntly valid Certiflcate of Authority issued by the United States Dcpartmcnt of Treasury under Scctions 9304 to 9308 of Title 31 of the United States Code. 3. 'fhe Surety Company shall bc in full compliance with the provisions of the Florida Insurance Code. 4. The Surety Company shall have at lcast twice the minimum surplus and capital required by the Florida Insurancc Codc at the time the invitation to bid is issued. 5. If the Contract Award Amount exceeds Five Hundred Thousand ($500,000), thc Surety Company shall also comply with the following provisions: A. The Surety Company shall have at least the following minimum ratings in thc latest issue of Best's Kcy Rating Guide. POLICYHOLDER'S 1"0 1,000,000 A- TO 2,000,000 A- TO 5,000,000 A- TO 10,000,000 A- TO 2S,OOO,000 A- TO 50,000,000 A- TO 100,000,000 A- REQUIRED $ SOO,OOO CLASS I $1,000,000 CLASS II $2,000,000 CLASS III $S,OOO,OOO CLASS IV $ lO,OOO,OOO CLASS V $25,000,000 CLASS VI $SO,OOO,OOO CLASS VII B. 'fhe Surcty Company shall not expose itself to any loss on anyone risk in an amount exceeding ten (10) percent of its surplus to policyholders, provided: (a) Any risk or portion of any risk being reinsured shall bc deducted in determining the limitation of the risk as prescribed in this section. '1"hese minimum requirements shall apply to the reinsuring carrier providing authorization or approval by thc Statc of Florida, Departmcnt of Insurance to do business in this state have been met. (b) In the casc of the surety insurance company, in addition to the deduction for reinsurancc, the amount assumed by any co-surety, thc value of any security deposited, pledged or held subject to the consent of the surety and f~)r the protection of the surety shall be deducted. (6) - The Construction Manager shall devclop and maintain a program, acceptable to thc County and Architcct-Engineer, to assure quality control of the construction. He shall supcrvise the work of all subcontractors providing instructions to cach when their work does not conform to the requirements of the plans and specifications and he shall continue to exert his influence and control over each subcontractor to ensure that corrections are made in a tiInely manner so as to not affect the efficient progress of the work. Should disagreement occur between the Construction Manager, the County or the Architect-Engineer over acceptability of work and conformance with the requirements of the specifications and plans, the County shall be the final judgc of pcrformance and acceptability. (7) - Thc Construction Manager shall bc the single point of interf~lce with all subcontractors for thc County and all of its agcnts and representatives including thc Architect-Engineer. lIe shall negotiatc all change orders, field orders and request f~)r proposals, with all affected subcontractors and shall review the costs of those proposals and advisc the County and Architect-Engineer of their validity and reasonableness, acting in the County's bcst intercst prior to requesting approval of cach change order f]-om the County. Befi:Jrc any work is begun on any change order, a written authorization from the County must be issued. Ilowever, when hcalth and safety are thrcatcned, the Construction Manager shall act immediatcly to 10 remove the threat to health and safety. He shall also carefully review all shop drawings and then forward the samc to the Architect-Engineer for review and actions. The Architect- Engineer will transmit them back to the Construction Manager who will then issue the shop drawings to the affected subcontractor for fabrication or revision. The Construction Manager shall maintain a suspensc control system to promote expeditious handling. Hc shall request the Architect-Engineer to makc interpretations of thc drawings or specifications requested of him by the subcontractors and shall maintain a suspense control system to promote timely responsc. lIe shall advise the Project Director and Architect-Engineer when timely response is not occurring on any of the above. (8) Permits - The Construction Managcr shall coordinatc with the ArchitectuEngincer in order to secure all neccssary building permits from the Permitting Authority and all necessary utility connection permits, the cost of which will be considered a direct cost itcm. (9) Job Site Requircments (a) The Construction Manager shall provide for each of the following activities as a part of his Construction Phase fee: I. Maintain a log of daily activities, including manpower records, weather, dclays, major decisions, ctc. 2. Maintain a roster of companies on the project with names and telcphone numbers of key personnel. 3. Establish and enforce job rules goveruing parking, clean-up, usc of facilities, worker discipline and control of access to areas under construction where cxtra security is required pursuant to FAA and or TSA requirements. 4. Providc labor relations management for a harmonious, productive project. 5. Provide a safety program for the project to meet OSHA requirements. Monitor for subcontractor compliance without relieving them of responsibilities to perform work in accordance with the best acceptable practice. 6. Provide a quality control program as developed under Article 2.4(6) hereinabove. 7. Miscellaneous officc supplics that support the construction efforts which are consumcd by his own forces. 8. Travel to and from his home officc to the project site as the project requires. (b) The Construction Manager shall arrange for separate subcontracts to provide each of the following as a direct cost itcm: I. Schedulc the services of indcpendcnt testing laboratories and provide the necessary testing of materials to ensure conformance to contract rcquiremcnts. 2. The printing and distribution of all required bidding documents and shop drawings, including the sets required by the Permitting Authority's inspectors. (10) Job Site Administration - The Construction Manager shall provide as part of his construction phase fee, job site administrative functions during construction to assure proper documentation, including but not limited to such things as the following: (a) Job Mectings - IIold wcekly progrcss and coordination meetings to provide for an casy flowing project. Implcment procedures and assure timely submittals, expedite proccssing approvals and rcturn of shop drawings, samples, etc. Coordinate and expedite critical ordering including direct tax saving purchases and delivery of materials, work sequences, inspection and testing, labor allocation, etc. Review and coordinate each subcontractor's work. Review and implement revisions to the Schedule. Monitor and promotc safety requiremcnts. In addition, rcgular project status mcctings will be held between thc Architect-Engineer, the County and the Construction Manager cither biweekly or monthly, whichever is designatcd by the Project Director. II Use the job site meeting as a tool for preplanning of work and enforcing schedules and for establishing proccdurcs, responsibilities, and identification of authority for all to clearly understand. Identify party or parties responsible for follow up on any problems, delay items or questions and record course for solution. Revisit cach pending itcm at each subsequent meeting until resolution is achieved. Require all present to make any problems or delaying event known to those prcsent for appropriate attention and resolution. b) Shop Drawing Submittals/Approvals Provide staff to check shop drawings and to implement procedures for submittal and transmittal to the Architect-Engineer of such drawings for action, and closely monitor their submittal and approval process. (c) Material and Equipment Expediting - Provide staff to closely monitor material and equipment deliveries, critically important checking and follow-up procedures on supplier commitments of all subcontractors. (d) Payments to subcontractors - Develop and implement a procedure for review, processing, and payment of applications by subcontractors for progrcss and final payments. (e) Document Interpretation - Refer all questions for interpretation of the documents prepared by the Architect-I::ngineer to the Architect-Engineer. (0 Reports and Project Site Documents - Record the progress of the project. Submit written progress rcports to the County and the Architect-Engineer including information on thc subcontractor's work, and the percentage of completion. Keep a daily log available to the County, the Architect-Engineer and the Permitting Authority inspectors. (g) Subcontractor's Progress - Prepare periodic punch lists for subcontractor's work including unsatisfactory or incompletc items and schedules for their completion. (h) Substantial Complction - Ascertain when the work or designatcd portions thereof are ready for the Architect-Engineer's substantial completion inspection. From the Architect- Engineer's list of incomplete or unsatisfactory items, prepare a schedule for their completion indicating completion dates for the Owner's rcview. If the Construction Manager wishes the Architect-Engineer to conduct a pre-substantial completion inspection in conjunction with his own forces, the Architect-Engineer will prepare the presubstantial punch list from which the Construction Manager will develop a completion schedule. Thc Architect-Engineer will issue a certificate of substantial completion when the work on his presubstantial punch list has been accomplished (See Exhibit D). (i) Final Completion - Monitor the Subcontractor's performance on the completion of the project and provide noticc to the County and Architect-Engineer that the work is ready for final inspcction. Secure and transmit to the County, through the Architect-Enginecr, all required guarantecs, affidavits, releases, including but not limited to releasc of liens, bonds and waivers, manuals, record drawings, and maintenance books including the Final Completion f"(mn shown in Exhibit E. (j) Start-Up - With the County's personncl, direct the checkout of utilities, opcrations, systcms and equipment for readiness and assist in their initial start-up and testing by the trade contractors and subcontractors. (k) Record Drawings - During the progress of the work, the Construction Manager shall rcquire the plumbing, air conditioning, heating, ventilating, elevator, and electrical subcontractors to rccord on their field sets of drawings the cxact locations, as installed, of all conduit, pipe and duct lines whether concealed or cxposcd which were not installcd exactly as shown on the contract drawings. 'rhe Construction Manager shall also record all drawing revisions that have been authorized by change ordcr that effect wall or partition locations, door and window locations and other template changes. 'rhe exact routing of conduit runs shall be shown on thcse drawings. In addition, the Construction Manager shall forward all record drawing information to the Arehitcct-Engineer who will provide the record drawings in Autocad {"(mn to the County. The Construction Manager shall providc ongoing construction site surveys during and upon completion of excavation, upon completion of ground noor and first noor columns and at other critical stages. 12 I':ach drawing shall be noted "As-Built" and shall bear the date and name of the subcontractors that performed the work. Where the work was installed exactly as shown on the contract drawings thc shcets shall not bc disturbed cxecpt as noted above. The Construction Manager shall review the eompleted As-Built drawings and ascertain that all data furnished on the drawings are accurate and truly represcnt the work as actually installed. When manholcs, boxcs, underground conduits, plumbing, hot or chilled water lines, inverts, etc. are involved as part of the work, the Construction Manager shall furnish true elevations and locations, all properly referenced from the original bench mark used for this proj ect. (11) Administrative Records The Construction Manager will maintain at the job site, unless agreed to otherwise by the Project Director, on a current basis, files and records such as, but not limited to the following: Contracts or Purchase Orders Shop Drawing Submittal! Approval Logs Equipment PurchascIDelivery Logs- Contract Drawings and Specifications with Addenda Clearly Posted on Drawings Warranties and Guarantees Cost Accounting Records: Sales Tax Recovery Status Report Labor Costs Material Costs Subcontractor Payment Exception Report Equipment Costs Cost Proposal Requests Payment Request Records Meeting Minutes Cost- Estimates Bulletin Quotations Lab Test Reports Insurance Certificates and Bonds Contract Changes Purchase Orders Matcrial Purchase Delivery Logs Technical Standards Design Handbooks "As-Built" Marked Prints Operating & Maintenance Instruction Daily Progress Reports Monthly Progress Reports Corrcspondence Files Transmittal Records Inspection Reports Bid/Award Information Bid Analysis and Negotiations Punch Lists PMIS Schedule and Updates Suspense (Tickler) Files of Outstanding Requirements Project Manual RFI/RFP Logs and Entrics The project records shall bc availablc at all times to the County and Architcct-Engineer for reference or review. (12) County Occupancy - The Construction Manager shall provide scrvices during thc design and construction phases, which will provide a smooth and successful County occupancy of the project. Hc shall provide consultation and project management to f~1Cilitatc County occupancy and provide transitional services to get the work, as completed by the contractors, "on line" in such conditions as will satisfy County operational requirements. Hc shall conduct the Construction Managcr's preliminary punch list inspection and coordinatc the completion of all punch list work to be donc with Owner occupancy requirements in mind. 13 He shall catalog operational and maintenance requirements of equipment to be operated by maintenance personnel and convey these to the County in such a manner as to promote their usability. He shall provide operational training, in equipment use, fix building operators. He shall secure required guarantees and warranties, assemble and delivcr same to the County in a manner that will 1~1cilitate their maximum enforcement and assure their meaningful implcmentation. He shall continuously revIew As-Built Drawings and mark up progress prints to provide as much accuracy as possible. 'rhe County will not occupy or take control of the projcct until the above items discussed in this paragraph have been completed and the "Substantial Completion", "Start-Up", "Rccord Drawing", and "Warranty" rcquirements specified in paragraphs 2.4( 10)(h), 2.4( I O)(j), 2.4(10)(k), and 2.4(13) have been completcd to the County's satisLlction excluding the requirements for a warranty inspection nine months after Owner Occupancy. (13) - Where any work is performed by the Construction Manager's own forces or by subcontractors undcr contract with the Construction Manager, the Construction Manager shall warrant that all materials and equipment included in such Work will be new except where indicated otherwisc in Contract Documcnts, and that such Work will be of good quality, free from improper workmanship and defective materials and in conformance with the Drawings and specifications. With respect to the same Work, the Construction Manager further agrees to correct all work found by the County to be defective in matcrial and workmanship or not in confornJance with the Drawings and Specifications for a period of one year from the Date of Substantial Completion or for such longer periods of time as may be set forth with respect to specific warranties contained in the trade sections of the Specifications. The Construction Manager shall collect and deliver to the County any specific written warranties given by others as required by the Contract Documents. Also, the Construction Manager shall conduct, jointly with the County and the Architect-Engineer, a warranty inspection nine (9) months after the date of Owner Occupancy. ARTICLE 3 COUNTY'S RESPONSIBILITIES 3.1 County's Information - The County shall provide full information regarding its requirements for the projcct. 3.2 County's Rcpresentative - The Director of Facilities Development shall be fully acquainted with the project and shall define the lines of Owner authority to approve Project Construction Budgets, and changes in the Project. lIe shall rcnder decisions promptly and furnish information expeditiously. 3.3 - The County shall retain an Architect-Engineer for design and to prepare constmction documcnts for the project. The Architect-Engineer's services, duties and responsibilities are described in the Agreement between the County and the Architcct-Engineer, a copy of which will be furnished to the Construction Manager. The Agreement betwcen the County and the Architect-Engineer shall not be modified without written notification to the Construction Manager. 3.4 Site Survey and Reports - Thc County shall provide all surveys describing the existing physical characteristics, soil reports, and subsurf~Jce invcstigations, legal limitations, utility locations, and a legal description. 3.5 Approvals and Easements l'he County shall pay for necessary approvals, easements, and assessments. (See Article 4 for permits) 3.6 Legal Services - The County shall furnish such legal services as may be nccessary for providing thc items set forth in Article 3.5 and such auditing services as it may require. 3.7 Drawings and Specifications The County shall direct the Architect-Engineer to provide thc Construction Manager with an electronic set of all Drawings and Specifications. 3.8 Cost of Surveys & Rcports Thc services, information, surveys and reports required by the above paragraphs shall be furnished with reasonablc promptness in accordance with the approved schedule at the County's expcnse, and the Construction Manager shall be entitled to rely upon the accuracy and 14 completeness thereof. 3.9 Proiect Fault Defects If the County becomcs aware of any fault or dcfect in the Project or non- conformance with the drawings and specifications, the County shall givc prompt written notice thcreof to the Construction Manager and Architect-Engincer in written form. 3.10 Funding - 'fhe County shall furnish in accordance with the establishcd schedule, reasonable evidence satisfactory to the Construction Manager that sufficient funds will be available and committed for the cost of each part of the Project. The Construction Manager shall not commence any work, unless authorized in writing by the County. 3.11 Lincs of Communication - 'fhe County and Architect-Engincer shall communicate with the subcontractors or suppliers only through thc Construction Manager while such method of communication is effectivc in maintaining project schedules and quality. 3.12 Lines of Authority - Thc County shall cstablish and maintain lines of authority for its personnel and shall provide this definition to the Construction Managcr and all other affected partics. 3.13 Pcrmitting & Codc Inspections - The County recognizes and coordinates with thc Pcrmitting Authority and expects the Construction Manager to do the same. 3.14 Threshold Inspection If required, the County will contract separately with the Architect-Engineers, structural engineer or other certified firm to develop and implement threshold inspection activities in compliance with State regulations ARTICLE 4 PERMITTING AND INSPECTION Before Construction can begin, the Construction Manager or the Architect-Engineer, as applicable, shall obtain all necessary permits. In addition, construction will be inspectcd for code compliancc, compliance with drawings and specifications by inspectors working for the Permitting Authority. The building permitting and code inspcction requirements shall be as describcd in Articles 4.1 through 4.2 hereinaftcr. 4.1 Building Permits - The Construction Manager is obligated to obtain and pay for building permits fl-om all authorities for construction of this County Incility. In the case of plumbing, electrical, other internal system pcrmits and connection penllits, the Construction Manager or appropriatc subcontractor is obligated to obtain such permits and pay such Ices. The Construction Manager shall determine the permits and Ices required by any entity having jurisdiction over any part of the project and shall include the cost of all such permits as a direct cost item. 4.2 Codc Inspcctions - All projects will require dctailed code compliance inspections by the local authorities with jurisdiction over the area in which the project is located. The disciplincs normally include, but are not necessarily limitcd to, structural, mechanical, elcctrical, plumbing and general building. T'he contractor shall make all permits, drawings, specillcations, previous inspection reports, and change documents available to Code Inspectors. The contractor shall provide a copy of each inspection report to the Architect/Engineer in a timely bshion. ARTICLE 5 SUBCONTRACTS 5. - A subcontractor is a pcrson or organization who has a direct contract with the Construction Manager to perfC)fJll any of the work at the site. Nothing contained in the Contract Document shall create any contractual relation between the County or Architect-Engineer and any subcontractor. 5.2 Proposals - Subject to Article 9 and, in accordancc with Article 2.4(4), the Construction Manager shall request and receive proposals from subcontractors and suppliers and will award those contracts to the most responsive biekler after he has reviewed each proposal for compliancc with the bid package and is satisfied that the subcontractor is qualified to perform the work. 5.3 REQUIRED SUBCONTRACTORS' QUALIFICATIONS ANI) SUBCONTRACT CONDITIONS 5.3.1 Subcontractual Relations - By an appropriate written agreement, the Construction Manager shall 15 require each subcontractor to the extent of the work to be performed by the subcontractor, to be bound to thc Construction Manager by the terms of the Contract Documents, and to assume toward the Construction Manager all the obligations and rcsponsibilities which the Construction Manager by these Documents, assumes toward the County and the Architect-Engineer. Said agreements shall preserve and protect the rights of thc County and Architect-Engineer under the Contract Documents with respect to the Work to be performed by thc subcontractor so that the subcontracting thereof will not prejudice such rights. Where appropriate, the Construction Manager shall require each Subcontractor to enter into similar agreements with any Sub-subcontractors. The 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 Article 5.3 and identify to the Subcontractor any terms and conditions of the proposed Subcontract which may be at variance with the Contract Documents. Each Subcontractor shall similarly makc copies of such Documents available to any Sub-subcontractor. 5.3.2 Subcontract Requirements (J) On all subcontracts wherc the bid exceeds One Hundred Thousand Dollars ($ 100,000) the Construction Manager may rcquire subcontractors to provide a one hundred (100) percent performance bond and a one hundred (100) pcrccnt labor and material payment bond from a surcty company authorized to do business in the State of J-'lorida by the Department of Insurance. If the Construction Manager wishes to award subcontracts to Subcontractors unable to supply this bonding, he may request special authorization to do so. Upon providing justifiable background information, such authorization shall not be withheld unrcasonably and shall be in writing. (2) On all subcontracts where the bid exceeds Two Hundred Thousand Dollars ($200,000), each subcontractor must submit a completed experience questionnaire and financial statement on the form entitled "Experience Questionnaire and Construction Manager's Financial Statcment" F0l111 #DBC- 5085, or equivalcnt j~mn supplied by Construction Managcr. (3) Subcontractor experience The subcontractor must have successfitlly completed no less than two projects of similar size and complexity within the last five years. (4) Supervision The subcontractor must agree to provide field (on-site) supervision through a named supcrintcndent for each trade (general concretc f()rming and placement, masonry, mechanical, plumbing, clectrical and roofing) included in the subcontract. In addition, the subcontractor shall assign and name a qualified employce f~)!" scheduling direction I()r its work. The supervisory employees of thc subcontractor (including field superintendent, foreman and schedulers at all levels) must have been employed in a supervisory (leadership) capacity of substantially equivalcnt level on a similar project f()r at least two years within the last five years. The subcontractor shall include a rcsumc of experience for each employee identified by him to supervise and schedule his work. (5) All subcontracts shall provide: a. LlMITATION OF REMEDY NO DAMAGES FOR DELAY That the subcontractor's exclusive remcdy for delays in thc performance of the contract caused by events beyond its control, including delays claimed to be caused by the County or Architect- Engineer or attributablc to thc County or Architect-Engineer 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 thc work the subcontractor's claim f()r adjustments in the contract sum arc limited exclusively to its actual costs for such changes plus no more than 15'% for ovcrhead, profit and bond costs. Each subcontract shall require the subcontractor to expressly agree that the f()regoing constitute the sole and exclusive remedies l~)r delays and changes in the work and thus eliminatc any othcr remedies for claim f()l" incrcase in the contract price, damages, losses or additional compensation. b. Each subcontract shall require that any claims by subcontractor for delay or additional cost must be submitted to Construction Manager within the timc and in the manncr in which thc Construction Manager must submit such claims to the County, and that f~lilure to comply with thc conditions for giving notice and submitting claims shall result in the waiver of such claims. 5.4 Responsibilities for Acts and Omissions - The Construction Managcr shall be rcsponsible to the 16 County for the acts and omissions of its employees and agents and its subcontractors, their agents and employecs, and all other pcrsons performing any of the work or supplying materials under a contract to the Construction Manager. The Construction Manager and the County agree that should the duration of the construction stipulated herein for Final Completion extend beyond Elevcn (1 1) months after the receipt of final drawings and specifications, rcceipt of all necessary permits and issuance of the Notice-To-Proceed, due to no l~lUlt of the County and due to acts or omissions on the part of thc Construction Manager, its cmployees or agents, or its subcontractors, or their employees or agents or all other persons performing any of the work or supplying materials under contract to the Construction Manager, then the appropriate amount of liquidated damages are 'fwo Thousand dollars ($,2,000) per working day for cach day or portion therof. 5.5 Subcontracts to be provided. The Construction Manager shall include a copy of each subcontract, including the general supplementary conditions, in thc project manual. ARTICLE 6 SCHEDULE, TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 6. I At the time a Guaranteed Maximum Price (GMP) is established, as providcd for in Article 7, a project substantial completion date, a project final completion date and a County Occupancy date for completion of the project in accordance with the master project schedule, shall also bc established by the Construction Team. The Construction Managcr agrees to complctc the construction in accordance with the agreed upon substantial completion date, final completion date and County Occupancy date. 'l"he Construction Manager acknowledges that failure to complete the project within the construction time set forth in the approved schedule may result in damages to the County for all of which damages the Construction Manager shall be liable pursuant to article 5.4. Upon good cause being shown by the Construction Manger, the County may reducc or waive liquidated damagcs. 6.2 The date of County Occupancy shall occur as described in Article 2.4(12) hereinabove. Warrantics called for by this Agreement or by the Drawings and Specifications shall commence on the Date of Owner Occupancy of the project or of any portion of the project as applicable. ARTICLE 7 GUARANTEED MAXIMUM PRICE FOR CONSTRUCTION 7.1 When the Design Development Documents are sufTiciently complete to cstablish the scope of work for the project or any portion thereof~ as generally defined by a design document listing to be provided by the Architect-Enginecr and Construction Manager upon execution of this Agreement, which is to be used only as a guide in developing thc specifications and plan data necessary to establish a Guarantced Maximum Price, or at such time thcreafter designated by the County, thc Construction Manager will establish and submit in writing to thc County for approval a Guaranteed Maximum Price, guaranteeing the maximum price to thc County, for the construction cost of thc project or designatcd part thereof. Such Guaranteed Maximum Pricc will be subject to modification for changes in thc project as provided in Article 10. Howcver, the actual price paid for the work by the County shall be the actual cost of all work subcontracts, supply contracts, direct labor costs, direct supervision costs, and direct job costs as defined under Article 9, plus the Construction Managcr's fces or the GMP, whichever is less whcn thc work is complcte. 7.2 The GMP will only include those taxes in the cost of the project which are legally enacted at the time the GMP is established. 7.3 When the project is bid and one hundred (100) percent of the Tradc Contracts have been executed, the contingency within the GMP may be decreased in proportion to the percent of the work completed. In other words, if ten (10) percent of thc work has been completed and the Owner rcquests that the contingency within the GMP bc adjusted, then ten (10) perccnt of the contingency within the GMP will be removed from thc GMP by change order. 7.4 At the time of submission of a Guarantecd Maximum Price, the Construction Manager will verify the time schedule for activitics and work which were adopted by the Construction Team and used to determine the Construction Manager's cost of work. In addition to the cost of work, a GMP will include an agreed upon sum as the construction contingency which is included for the purposc of defraying the expenses due to unforeseen eircumstances relating to construction. The Construction Manager will be required to furnish documentation evidencing cxpenditures charged to this contingcncy prior to the releasc of funds by the County. Documentation for use of the Contingency shall be determincd by thc Construction Team, included in the Project Manual and displayed monthly in the PMIS. Thc Architect-F':ngineer shall verify the actual costs. If bids are received below the 17 applicable line items in the GMP, the surplus will be added to the contingency. If bids rcccived are two (2) pcrcent or greater above the applicable line item in thc GMP the Construction Manager shall seek approval in writing limn the County bcfore they are accepted; if the bids received are below two (2) percent the deficiency will be takcn from the contingency, however such events shall not be cause to increase the GMP. If bids are not received for a portion of the work at or below the applicable line item amount in the GMP, the Construction Manager rcserves the right to perform that portion of the work as acknowledged by the County or ncgotiate for its performance for the specified line item lump sum amount or less. ARTICLE 8 CONSTRUCTION MANAGER'S FEE 8. I In consideration of the performance of the contract, the County agrees to pay thc Construction Manager as compensation for his scrviccs, lees as set forth in Subparagraphs 8.1. I, 8. 1.2 and 8. I .3. 8. I. I Preconstruction Phase Fee - For the performance of the services set forth under paragraphs 2. I .3(1), 2. I .4(a)(b)( c)(d), 2.3( 1) and 2.3(2) and for profit and overhead related to thesc services, a total fee of Sixty Five Thousand Dollars ($65,000). The Preconstruction Phase Fee shall be invoiced and paid with an initial monthly payment of Twenty Five Thousand Dollars ($25,000) followed by two (2) equal monthly payments of Twenty Thousand Dollars ($20,000) in accordance with the Florida Prompt Payment Act, F.S. 2 I 8.735. -l"he first monthly payment shall bccome due following proper invoicing and the issuance of Notice-To-Proceed with the Preconstruction Phasc Scrvices. The Construction Manager's personnel to be assigned during this phase and their duties and responsibilities to this project and the duration of their assignments are shown on Exhibit F. 8. 1.2 Construction Phase Fee Prior to commenccment of the Construction Phase, the County will direct the Construction Manager in writing to proceed into the Construction Phasc. The Construction Manager's compcnsation for work or services performed during the Construction Phase shall be a fee of Six Hundred Fifty Thousand ($650,000). (However, the County rctains the right to review the necd and effectivencss of any employee or employees assigned by the Construction Manager, should the Project Director question the need for the employee or employees). The Construction Phase Fee shall be invoiced and paid in Ten (10) monthly payments of Sixty Thousand Dollars ($60,000) cach and one final monthly payment of Fifty Thousand Dollars ($50,000) in accordance with the Florida Prompt Payment Act F.S. 218.735. The Construction Phase Fee monthly payment amount may be adjusted by mutual agreement. The first monthly payment shall bccome due following the issuancc of the first Construction Authorization by the Project Director and the final monthly payment shall be paid only when construction of the project is finally completed and occupancy of the projcct accepted by the County. If construction is authorizcd only f(Jr a part of the project, the fee paid shall be proportionate to the amount of work authorized by the County. (I) Construction Manager's Exclusive Remedy: In the event the construction Substantial or Final Completion date is extcndcd, regardlcss of whether delay is caused by any act or neglect of the County or the Architect-Engineer, or is attributable to the County or the Architect-Engineer, the Construction Manager's sole and exclusive remedy is an extension of the construction completion date and payment of additional Construction Phase fees and Overhead and Profit for Construction Phase as provided by Articles 10 and 16. (2) - The following are included in the Construction Manager's fcc for services during the Construction Phase: (a) Salaries or other compensation of the Construction Manager's employees at his principal olIice and branch offices. The Construction Manager's personnel to bc assigned during the construction phase, their duties and responsibilitics to this project and the duration of their assignments are shown on Exhibits H and I. (b) The costs of all data proccssing staff (c) Salaries or other compensation of the Construction Manager's employees at the job site. The Construction Manager's personnel to be assigned to the site during the Construction 18 Phase under the job site management and supervision fee, their duties and responsibilities and the duration of their assignmcnt are shown on Exhibit I. (d) General operating expenses incurred in the management and supervision of thc projcct, except as expressly included in Articlc 9. (e) Those scrvices set forth in Article 2.4(9)(a). (J) Job otTiee supplies - includes paper, pencils, paper clips, file folders, staples, etc., and janitorial supplics (photo copy or blue print paper not included). (g) Direct tax saving purchase program. 8.1.3 Overhead And Profit For Construction Phase - For overhead, profit and general cxpenses of any kind, except as may be cxprcssly included in Article 9, for services provided during and related to the construction phasc, the fee shall be Three Hundred Fifty Seven Thousand Fivc Hundred Dollars ($357,500) and shall be paid proportionally to the ratio of the cost of the work in placc, and less retainage (see Article 12.1), as it relates to thc GMP. The balance of the fee shall be paid when construction of the project is finally completed and occupancy of the project is accepted by the County. If construction is authorized only for a part of the projcct, the fee paid shall be proportionate to the amount of work authorized by the County. ARTICLE 9 COST OF THE PROJECT 9.1 Definition - The term Cost of thc Projcct shall mean costs necessarily incurred in the Project during the Construction Phase for Construction services and paid by the Construction Managcr which is not included in Article 8. Such costs shall include the items set forth bclow in this Article. The County agrees to pay the Construction Manager for the Cost of the Project as defined in Article 9. Such payment shall be in addition to the Construction Managcr's fees stipulated in Article 8. 9.2 Direct Cost Items (1) Wages paid for labor (as opposed to wages paid to management or supervisory personnel) in the direct employ of the Construction Manager in the performancc of his work under this Agreement times a multiple of 1.5 to cover fringe benefits. Thc multiplier may be adjusted as applicable as agreed between the parties. (2) Cost of all materials, supplies and equipment incorporated in the Project, including costs of transportation and storage thereof. (3) Payments due to subcontractors from the Construction Managcr or made by the Construction Manager to subcontractors for their work performcd pursuant to contract under this Agrcement. (4) Cost including transportation and maintenance of all materials, supplics, equipment, temporary facilities and hand tools not owned by the workmen, which are employed or consumed in thc perfemmmce of the work. (5) Rental charges on all necessary machincry and equipment, exclusive of hand tools used at the site of the Project, whether rented from thc Construction Manager or other, including installation, repairs and replacements, dismantling, removal, costs of lubrication, transportation and delivery costs thcreoI~ which are used in the support of a sub-contractor or the Construction Manager's own forces in the perfcxmance of the work, at rental charges consistent with those prevailing in the area. (6) Cost of the premiums for all insurance and cost of premiums Ie)r all bonds which the Construction Manager is required to procure by this Agreement specifically Ielr the construction project. This includes any sub-contractor bonds thc Construction Manager deems appropriate. (7) Sales, use, gross receipts or similar taxes related to allowable direct costs of thc Project imposed by any governmental authority, and for which the Construction Manager is liablc. (8) Thc cost of corrective work subject, however, to the GMP and except for any corrective work made necessary bceause of defcctive workmanship or other causes contributed to by thc 19 Construction Manager or his subcontractors or suppliers. No costs shall be paid by the County to thc Construction Manager f()r any expenscs made neeessary to correct dcfective workmanship or to correct any work not in conformance with the Plans and Specifications or to corrcct any defieiency or damage caused by negligent acts by the Construction Manager. (9) Minor expenses at the sitc, such as telegrams, long distance telephonc calls, tclephone service, expressage, postage, and similar petty cash items in connection with the Project to be billed at cost. (10) Costs for trash and debris control and removal from the site. (I I) Cost incurred due to an emergency afTccting the safcty of persons and property. (12) Legal costs and fees reasonably and properly rcsulting from prosecution of thc Project for the County, including handling claims for changcs by Subcontractors and Vendors, subject to the following limitations: (a) The County approvcd incurnng such costs in advance, which approval shall not be unreasonably denied; and (b) The legal costs and fees wcre not incurred as result of the Construction Manager's own negligcnce or def~tult. This paragraph does not provide f()r payment of legal costs and fees incurred in preparing or asserting claim or requests, by Construction Manager himself or f()r his legal representative, for change orders or in enforcing the obligations of this contract. (13) If requested by the County, the Construction Manager will perf()fm all or a portion of any item in Article 9 f()r the cost of the work. ( 14) If approved by the County, thc Construction Manager, when qualified, may perform all or a portion of the work for any item listed on the estimate or GMP breakdown where it is deemed advantageous due to schedule or economic benefit for the direct cost of thc work. ( 15) Transportation greater than a hundred (100) milcs from the site t()r those personnel cmployed directly for the project. Such transportation must be approved in advancc by the County, and may be in accordancc with the Construction Manager's standard personnel policy but not exceeding the limits established by Florida Statutes 112.061. (16) Costs of all reproductions used f()r bidding or in!()rmation purposes required by the project to dircctly bcnefit the project. (17) Costs !()r watchman and security services for the project. (18) Costs f()r efficient logistical control of the site, including horizontal and vertical transportation of materials and personnel. Also, costs f()r adequate storage and parking space. (19) Costs for such temporary facilities during construction, as approved by the County, including temporary water, heat, power, sanitary facilities, telephones, radios and computers with software. (20) Costs !()r any job site items not rcferenced herein, not normally provided by the subcontractors, which will be provided by thc Construction Manager as required to complete the work. (2 I) Cost of utilizing a computer aided design and drafting application (CADD) f()r record drawings as described in Article 2.4( I O)(k). Upon completion of thc work, the Construction Manager shall furnish record drawing inf(mnation to the Architect-Engineer. 'The Architect-Engineer shall record all as-built conditions on disk and shall f()rward a copy of the disk together with a set of bluc line or black line prints to the County. (22) Costs fix independent tcsting and resulting documcntation pursuant to Article 2.4(9)(b) I. (23) Costs of security background checks pursuant to Article 17.7. I. 20 10.1 10.1.1 10.1.2 10.1.3 10.1.4 10.1.5 10.2 ARTICLE 10 CHANGE IN THE PROJECT Change Orders The County, without invalidating this Agreement, may ordcr Changes in the Project within the gcneral scope of this Agreement consisting of additions, deletions or other revisions, the GMP, and the Construction Completion Datc, bcing adjusted aecordingly. All changes in the Project not covered by an authorized contingency shall be authorized by written Change Order signed by the County. 'rhe County Administrator shall be authorized to sign all Change Ordcrs not exceeding 'rwenty five Thousand Dollars ($25,000). Change Orders which exceed Twenty Five Thousand and One Dollars ($25,00 I) shall be approved by the Board of County Commissioners. A Change Order is a written order to the Construction Manager signed by the County issued after the execution of this Agreement, authorizing a Change in the Project, the Construction Manager's fee, or the Construction Completion date. Each adjustment in the GMP resulting from a change order shall clearly separate the amount attributable to the Cost of the Projcct. The inerease or dccrease in the Guaranteed Maximum Price rcsulting from a changc in the Project shall be dctermined in onc or more of the f()llowing ways: (1) by mutual acceptancc of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation by the Architect-Engineer and the County; (2) by unit prices stated in the Agrcement or subsequently agreed upon; (3) by cost as defined in Article 9 and a mutually acceptable fixed or percentage fec; or (4) by the method provided in Subparagraph 10.1.3. If none of the methods set forth in Clause 10.1.2 is agreed upon, the Construction Manager, provided he receivcs a written order signed by the County, shall promptly proceed with the Work involved. The cost of such Work shall then be determined on the basis of the reasonable expenditures and savings of those performing the Work attributed to the change. However, in the event a Change Order is issued under these conditions, the Architect-Engineer will establish an estimated cost of the work and the Construction Manager shall not pert<:mn any work whose cost exceeds that estimate without prior written approval by the County. In such case, and also under Article 10.1.2 above, the Construction Managcr shall kcep and present, in such form as the County may prescribe, an itemized accounting to.gether with appropriate supporting data of the increase in the Cost of the Project as outlined in Article 9. The amount of deerease in the Guarantecd Maximum Price to be allowed by the Construction Manager to the County !<:)r any deletion or change which results in a net decrease in cost will be the amount of the actual net decrease. If unit prices are stated in the Agreement or subscquently agrced upon, and if the quantities originally eo.ntemplated are so changed in a proposed Change Order that application 0.1' the agreed unit prices to the quantities of Work proposed will cause substantial inequity to the County or the Construction Managcr, thc applicable unit prices and Guarantecd Maximum Price shall be equitably adjusted. Should concealed conditions encountered in the per!:cmnance of the Work below the surface of thc ground or should concealed or unknown conditions in an existing structure be at variance with thc conditions indicated by thc Drawings, Specifications, or County furnished information or should unknown physical eonditions bclow the surface of the ground or should concealed or unknown conditions in an existing structure of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided f()r in this Agreement, be encountered, the Guaranteed Maximum Price and the Construction Completion date shall be equitably adjusted by Change Order upon a requcst f<:)r Change Order in accordance with Article 10.2. Claims f<:)r Additional Cost or Timc All claims f()r additional cost or time shall be made by request f()r a change ordcr submitted as provided in Article 16. If thc Construction Manager is delaycd at any time in the progrcss of the work by any act or omission of the County or the Architcct-F:ngineers or of any employce of the County or by any changes ordcred in the work by labor disputes, firc, or unusual delay in transportation, unavoidable casualties or any causes beyond the Construction Manager's control or by delay authorized by the County pcnding 21 resolution of disputes, and such delay extends the completion date, the Substantial Completion shall be extended by Changc Order for such reasonable time as the Construction 'ream may determine. Only delays which are detcrmined to extend the critical path for the schcdule for constructing thc project will rcsult in a time extension. Neither the County nor thc Construction Managcr shall be considered to own the schedule f10at time. ] 0.3 Changes in the Project Thc Architect-Engineer will have authority to order minor changes in the Project not involving an adjustment in the Guaranteed Maximum Price or an extension of the Construction Completion Date and not inconsistent with thc intent of the Drawings and Specifications. Such changes shall be effected by written order. Documentation of changcs shall be determined by thc Construction 'ream, included in the Project Manua] and disp]aycd monthly in the PMIS. Any changes shall be approved by the Project Director. 10.4 Emergencies ]n any emergency affecting the safety of persons or property, the Construction Manager shall act at his discretion, to prevent threatened damage, injury or loss. Any increase in the Guarantecd Maximum Price or extension of time claimed by the Construction Managcr on account of cmergency work shall be dctermined as provided in Article] O. ARTICLE 11 DISCOUNTS AND PENALTIES 1 ] . ] All discounts for prompt payment shall accrue to the County to the extent the Cost of the project is paid directly by the County. To the extent the Cost of the Project is paid with funds of the Construction Manager, all cash discounts shall accrue to the Construction Manager. All trade discounts, rcbates and refunds, and all returns from sale of surplus materials and equipment, shall be credited to the Cost of the Project. All penalties incurred due to fault of the Construction Manager for late payment of cost of the project will be paid by the Construction Manager. ARTICLE 12 PAYMENTS TO THE CONSTRUCTION MANAGER ] 2. I Monthly Statements The Construction Manager shall submit to the County a statement, sworn to if required, along with the cost reports required under Article 2.1.5, showing in detail all monies paid out, cost accumulated or costs incurred on account of the Cost of the Project during the previous period and the amount of the Construction Manager's fees due as provided in Article 8. Ten percent (10'%) retainage shall be hcld on all payments until the contract is fifty percent (50'%) complcte, except whcn approved by the County certain suppliers and subcontractors may be paid the entire amount duc when such payment is generally the practice of the industry. At fifty percent (50'%) completion, the County may approve a reduction of the retainage from ten pcrcent (10'%) to five percent (5'%) at its discretion. Retainage shall not be withheld on services or fces set forth in Article 8. The Construction Manager's Design Phase F.'ee, Construction Phase Fec and Overhead & Profit shall be shown as separate line items on the Schedule of Contract Values. 12.2 Fina] Payment - Final payment constituting the unpaid balance of the Cost of the Project and the Construction Manager's fee, shall be duc and payable as described in Article 17.6 after the County has accepted occupancy of the project, provided that the Project be then finally completed, that the Construction Manager has verificd by his signature that he has completed all items specified on the attached K, and that this Agreemcnt has been finally performed. However, if thcre should remain work to be completed, the Construction Manager and the Architect-Engineer shall list those itcms prior to receiving final payment and the County may rctain a sum equal to two hundred perccnt (200'1"(,) of the estimated cost of completing any unfinished work and portion of thc Construction Manager's retainagc, provided that said unfinished items are ]istcd separately and the estimated cost of completing any unfinished items are likewise listed separately. The estimated cost of completing any unfinished work shall be determined by the Architect-Engineer and approved by the County. Thereafter, the County shall pay to Construction Manager, monthly, the amount retained for each incomplete itcm after each of said items is completed. ] 2.3 Payments to Subcontractors - Thc Construction Manager shall promptly, within fiftecn (] 5) clays after receipt of payment from thc County, pay a]] the amount clue subcontractors less a retainage of ten pcrcent (10';;',) until the projcct is fifty pcrccnt (50%) complete, and basecl on Construction Manager's 22 cvaluation of the subcontractor's acceptable performance, thc County may approve a reduction in retainage !i.om ten percent (l0'%) to five percent (5%,) thereafter. If there should remain items to be completed, the Construction Manager and Architect-Engineer shall list those items required for completion and the Construction Managcr shall require the retainage of a sum equal to two hundred percent (200'%) of the estimated cost of completing any unfinished items, provided that said unfinished items are listcd scparately and the estimated cost of completing any unfinished items likcwise listed scparately. The estimatcd cost of completing any unfinished work shall be determined by the Architect-Engineer and approved by the County. Thereafter, the Construction Manager shall pay to the subcontractors, monthly, the amount retained for each incomplete item alter each of said items is completed. Before issuance of final payment without any retainagc, thc subcontractor shall submit satisfactory evidence that all payrolls, material bills and other indebtedness connected with thc Project have been paid or othcrwise satisfied, warranty information is complete, as-built markups have been submitted and instruction for the County's operating and maintcnance personnel is complete. Final payment may be made to ccrtain select subcontractors whosc work is satisfactorily completed prior to the total completion of the Project but only upon approval of the County. 12.4 Dclayed Payments by Owner - If the County should fail to pay the Construction Manager within thirty (30) days after thc receipt of an approved payment request from the Construction Manager, then the Construction Manager may, upon scven (7) additional days written notice to the County and the Architect-Engineer stop the Project until payment of thc amount owing has been received. Approval of payment requires that application f:Clr payment shall bc made by the Construction Manager and is thcn reviewed and signed by the Construction Manager, Architect-Engineer, the Director of Facilitics Developmcnt, the County Enginecr, and the County Administrator. The thirty (30) days above begins to run on the date of the last signature. 12.5 Pavments for Materials and Equipment - Payments will be made f:c)r material and equipment not incorporated in the work but delivered and suitably stored at the site or another location subject to prior approval and acceptance by the County on each occasion. 12.6 Withholding Payments to Subcontractors The Construction Manager shall not withhold payments to subcontractors if such payments have been made to the Construction Manager. Should this occur for any reason, the Construction Managcr shall immediately return such monies to the County, adjusting pay requests and project bookkeeping as required. ARTICLE 13 INSURANCE, INDEMNITY AND WAIVER OF SUBROGATION 13.1 Indemnitv Notwithstanding any minimum insurance rcquirements prescribed elsewherc in this agreemcnt, 'rhe Construction Manager shall defend, indemnify and hold the County and thc County's elected and appointcd officers and employces harmlcss from and against (i) any claims, actions or causes of action, (ii) any litigation, administrativc proceedings, appellate proceedings, or other proccedings relating to any type of injury (including death), loss, damage, finc, penalty or business interruption, and (iii) any costs or expenses (including, without limitation, costs of rcmcdiation and costs of additional security measures that the Federal Aviation Administration, the Transportation Security Administration or any other governmental agency requires by reason of, or in conncction with a violation of any federal law or regulation, attomeys' fees and costs, court costs, fines and penalties) that may be asscrted against, initiated with respect to, or sustained by, any indemnificd party by reason of, or in connection with, (A) any activity of the Construction Manager or any of its employees, agents, contractors, subcontractors or othcr invitees, (B) the negligence or willful misconduct of the Construction Manager or any of its cmployees, agents, contractors, subcontractors or othcr invitees, or (C) thc Construction Manager's default in rcspect of any of the obligations that it undertakes under the tenns of this agrcement, except to the extcnt the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or solc negligent acts or omissions of the County or any of its employces, agents, contractors or invitees. Insofar as the claims, actions, causes of action, litigation, proccedings, costs or expenses rclate to events or circumstanccs that occur during the term of this agreement, this section will survive the cxpiration of the term of this agreement or any earlier termination of this agreement. The Construction Manager hcrcby acknowledges rcceipt of one hundred dollars and other good and valuable considcration as part of his fee in cxchange for giving the Owner the indemnification provided above. 23 13.2 Construction Manager's Insurance (I) The Construction Manager shall not commence any construction work in connection with this Agreemcnt until he has obtained all of the f()llowing types of insurance and such insurance has been approved by the County, nor shall the Construction Manager allow any subcontractor to commence work on his subcontract until all similar insurance required of the subcontractor has been so obtained and approved. All insurance policies shall be with insurers qualified and doing business in Florida. (2) Worker's Compensation and Employers Liability lnsurance - The Construction Manager shall take out and maintain during the life of this Agreement Workcr's Compensation Insurance for all his employees connectcd with the work of this Project and, in case any work is sublet, the Construction Manager shall require the subcontractor similarly to provide Worker's Compensation Insurancc for all of the latter's employees unless such employees arc covered by the protection afforded by the Construction Manager. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this contract at the site of the Project is not protected under the Worker's Compensation statute, the Construction Manager shall provide adcquate insurance, satisf~lctory to the County, for the protection of employees not otherwise protected. The minimum limits of such insurancc shall be: (a) Part One Workers Compensation Statutory (b) Part Two Employers Liability Bodily Injury by Accident, each accident - $1,000,000 Bodily Injury by Disease, each employee $1,000,000 Bodily Injury by Disease, policy limit - $ 1 ,000,000 (3) Construction Manager's Public Liability and Property Damage Insurance-The Construction Manager shall take out and maintain during the life of this Agrecmcnt Comprehensive General Liability and Comprehensive Automobile Liability Insurance as shall protect him from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by himself or by anyone directly or indirectly employed by him, and the amount of such insurance shall be minimum limits as follows: (a) Construction Manager's Comprehensivc General Liability $ I ,000,000 Each OcculTencc, Coverages, Bodily Injury & Property Damage (b) Automobile Liability Coverages, Bodily Injury & Property Damage $ I ,000,000 Each OcculTence, Combined Singlc Limit (c) Excess Liability, Umbrella Form $ 1 0,000,000 Each Occurrence, The terms and conditions of the Excess Liability and Umbrella Form coveragcs shall be no less restrictive than those of the underlying Comprehensive General Liability and Automobile Liability coverage's required above. Coverage under (a), (b), and (c) shall be providcd on an occurrence basis unless otherwise accepted by the county.. (4) Subcontractor's General Liability Insurance The Construction Manager shall rcquire each of his subcontractors to procure and maintain during the lifc of this subcontract, insurance of the type specified above with limits of liability acceptable to the Construction Manager and the County. (5) Owner's and Contractor's Protective Liability Insurance - The Construction Manager shall procure as a cost of the project and furnish an Owner's and Contractor's Protcctive Liability Insurancc Policy in the name of the County with the following limits: (a) Bodily Injury Liability & Property Damage Liability $1,000,000 Each Occurrence $ 1 ,000,000 General Aggregate (6) - The Construction Manager's Liability 24 Policy shall provide "XClJ" coverage under its general liability policy. (7) Broad Form Property Damage Covcrage, Produets & Completed Operations Coverages The Construction Manager's General Liability Policy shall include Broad Form Property Damage Coverage, Products and Completed Operations Coverages. (8) Contractual Liability Work Contracts - The Construction Managcr's Gencral Liability Policy shall include Contractual Liability Coverage designed to protect the Construction Manager f~)r contractual liabilities assumcd by the Construction Manager in the performance of this Agreement. (9) Certificate of Insurance The County shall be furnished proof of coveragc of Insurance as follows: Certificate of Insurance f~ml1 will be furnished to the County along with the Contract Documents. . This Certificate shall be dated and show: (a) l'he name of the insurcd Construction Manager, thc specific job by name and job number, thc name of the insurer, the number of the policy, its effective date, and its termination date. (b) Certificate of Insurance shall be in the form as approved by Insurance Standards Office (ISO) and such Certificate shall clcarly state all the coverages required in this Section commencing at 13.2 and ending with 13.3.4. (c) Certificate of Insurance shall state that the Monroe County Board of County Commissioners is listed as additional insured on all policies except for Workers Compensation. 13.3 13.3.1 Damages Caused by Perils Covered by Insurance The Owner and the Construction Manager waive all rights against each other, as it rclatcs to the Insurance coverage listed in section 13.2. The Construction Manager shall require similar waivers from all subcontractors and their sub- subcontractors. 13.3.2 Loss or Damage to Equipment Covered by Insurance The County and Construction Manager waive all rights against each other for loss or damage to any equipment used in connection with the Projcct and covered by any property insurance. Thc Construction Manager shall require similar waivers from all subcontractors and their sub-subcontractors. 13.3.3 Property and Consequential Loss Policies The County waives subrogation against the Construction Managcr on all propcrty and consequential loss policies carricd by thc County on adjacent propcrtics and under property and consequential loss policies purchased for thc Project aftcr its completion. 13.3.4 Endorsement of Policies If the policies of insurance referred to in this Article require an endorsement to provide for continued coverage where thcre is a waiver of subrogation, the owner of such policies will cause them to be so endorscd, failure to obtain proper endorscment nullifies the waivcr of subrogation. . 13.3.5 The County shall purchase and maintain builders all-risk insuranee on a rcplacement cost basis and in an amount not Icss than one hundrcd perccnt (100'%) of the insurable value of (i) the Work that is to be done, and (ii) all Insurable items of Work and materials to be incorporated into the Work, title to which has been acquired by Owner in accordance with the General Conditions, if such materials in or upon the Work. Not withstanding the I~)regoing, such insurance shall not cover any property owned, leased, or otherwise used in connection with the Work by Construction Manager, Construction Manager's Subcontractors or their respective agents or employees. Such Builders' Risk Insurance shall provide protection against physical loss or damage caused by the following perils: fire, lightning, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, aircraft, vehicles, smoke, vandalism, malicious mischief, sprinkler lcakage, theft, water damage, including flood, and sprinkler leakage, and collapse. The County shall name thc Construction Manager as an insured on the policy as the law and insurancc rcgulations allow. The Construction Manager shall not bc subject to any deductiblcs on the policy. 25 ARTICLE 14 TERMINATION OF THE AGREEMENT AND OWNER'S RIGHT TO PERFORM CONSTRUCTION MANAGER'S OBLIGATION 14.1 Termination by the Construction Managcr - If the Project is stopped for a period of thirty (30) days under an ordcr of any court or other public authority having jurisdiction or as a result of an act of govemment, such as a declaration of a national emergency making materials unavailable, through no act or fault of the Construction Manager, or if the Project should be stopped for a period of sixty (60) days by the Construction Manager, for the County's failure to make payments thereon, then the Construction Manager may, upon sevcn days written notice to the County, request payment for all work executed, the Construction Manager's fees carned to date, and for any proven loss sustained upon any materials, cquipment, tools, construction equipment, and machinery, including rcasonable profit, damages and tcrminal expenses incurrcd by the Construction Manager. 14.2 Owner's Right to Perform Construction Manager's Obligations and Termination by Owner for Cause. (I) If the Construction Manager fails to perform any of his obligations under this Agreement including any obligation he assumes to per!:<xm work with his own forces, the County may, aHer seven (7) days written notice during which period the Construction Manager nlils to commence correction of such obligation, make good such deficiencies. The GMP, or the actual cost of the Projcct, whichevcr is less, shall be reduced by the cost to the County of making good such deficiencies and the Construction Manager's Construction Phase Fee shall bc reduced by an amount required to manage the making good of such deficiencies. (2) If the Construction Managcr is adjudgcd a bankrupt, or if he makes a general assignment for the benefit of his creditors, or if a receiver is appointed on account of his insolvency, or if hc persistcntly or repeatedly refuses or fails, except in case j~)r which extension of time is provided, to supply cnough properly skilled workmen or propcr materials and fails to maintain an established schedule (failure to maintain schedule shall be defined as any activity on the critical path that falls forty five (45) days or more behind schedule) which has been adopted by the Construction Team, or if he fails to make prompt payment to subcontractors for materials or labor, or persistently disregards laws, rules, ordinances, regulations, or orders of any public authority having jurisdiction, or otherwise is guilty of a substantial violation of a provision of the Agrcement, then the County may, without prejudice to any right or remedy and after giving the Construction Manager and his surety, if any, sevcn (7) days writtcn notice, during which period Construction Manager fails to commence correction of the violation, terminate the employment of the Construction Manager and take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Construction Manager, and may finish the Projcct by whatever method thc County may dcem expedient. In such case, thc Construction Manager shall not be entitled to receive any further payment until the Project is finished nor shall he be relieved ji-om his obligations assumcd under Articlc 7. Reasonable terminal expenses incuITed by the County may be deducted fi-om any paymcnts left owing the Construction Manager (excluding monies owed the Construction Managcr fc)r subcontract work). (3) If the Construction Manager refuses to allow public acccss to all documents, papers, letters, or other material subjcct to the provisions of Chapter 119, Florida Statutes, and made or received by thc Construction Manager in conjunction with this Agreement, then thc County may, without prejudice to any right or remedy and after giving the Construction Manager and his surety, if any, seven (7) days written notice, during which pcriod Construction Manager still hlils to allow access, terminate the employment of the Construction Manager and take possession of the site and of all matcrials, equipment, tools, construction equipment and machincry thereon, owned by the Construction Manager, and may finish the projcct by whatever method the County may deem expedient. In such case, the Construction Manager shall not be entitled to receive any further payment until the Project is finished nor shall he bc rclicved fi"om his obligations assumed under Article 7. Reasonable terminal expenses incurred by thc County may be deducted fi-om any payments left owing the Construction Manager (excluding monics owed the Construction Manager jClr subcontract work). 14.3 Termination by Owner Without Cause (I) If the County terminatcs this Agrecmcnt other than pursuant to Article 14.2(2) or Article 14.2(3), he shall reimburse the Construction Managcr fc)r any unpaid Cost of the Projcct due him under Article 9, plus that part of the unpaid balance of the Construction Phase Fee in an 26 amount as will increase the payment on account of his fee to a sum whieh bears thc same ratio to thc Construction Phase Fee as the Cost of the Project at thc time of termination bears to the Guarantccd Maximum Price, if established, otherwise to the Owncr's Construction Budget. '1'he County shall also pay to the Construction Manager fair compensation, either by purchasc or rental at the election of the County, for any equipmcnt retained. In case of such termination of Agreement the County shall further assume and become liable for obligations, commitments and unsettled contractual claims that the Construction Managcr has prcviously undertaken or incurred in good faith in connection with said Projcct. The Construction Manager shall, as a condition of receiving the payments referred to in this Article 14, execute and deliver all such papers and take all such steps including the legal assignment of his contractual rights, as the County may require for the purpose of fully vesting in him the rights and benefits of the Construction Manager under such obligations or commitments. (2) After the establishment of the Guaranteed Maximum Price or at thc completion of the Preconstruction Phase, if the final cost estimates or lack of adequate bonding capacity make the Project no longer feasible from the standpoint of the County, thc County may terminate this Agreement and pay the Construction Manager his proportionate fee due in accordance with Article 8.1 plus any costs incurred pursuant to Articles 9 and 10. ARTICLE 15 ASSIGNMENT AND GOVERNING LAW 15.1 Assignment Consent - Neither the County nor the Construction Manager shall assign his interest in this Agrcemcnt without thc written consent of the other except as to the assignment of proceeds. 15.2 Governing Laws This Agreement shall bc governed by the Laws of the Statc of Florida applicable to contracts made and to be performed entirely in the State of Florida.. In the event that any cause of action or administrative proceeding is instituted for the enforcement or the interpretation of this Agreement, the County and the Construction Manager agree that venue will Iic in the appropriate court or before the appropriate administrative body in Monroe County, Florida. ARTICLE 16 NOTICE OF CLAIM: WAIVER OF REMEDIES; NO DAMAGES FOR DELAY 16.1 Goveming Provisions - '1'he County's liability to Construction Manager for any claims arising out of or related to the subject matter of this contract, whether in contract or tort, including, but not limited to, claims for cxtcnsion of construction time, for payment by the County of thc costs, damages or losses because of changed conditions under which the work is to be performcd, or for additional work, shall be governed by the following provisions: (a) All claims must be submittcd as a Request for Change Order in the manner as provided hercin; (b) Thc Construction Manager must submit a Notice of Claim to the County and to the Architect- Engineer within 20 days of when the Construction Manager became aware of the occurrence of the event giving rise to the claim; and (c) Within ten (10) days, or as agrced to othcrwise, of submitting its Notice of Claim, the Construction Manager shall submit to the County its Request for Change Ordcr, which shall include a written statement of all details of thc claim, including a description of the work affected. "The Construction Manager agrees that the County shall not be Iiablc fix any claim that the Construction Manager fails to submit as a Rcquest for Change Order as provided in this paragraph. 16.2 Written Determination of Claim - After receipt of a Request for Changc Order, the County, in consultation with the Architect-Engincer, shall dcliver to the Construction Manager its written determination of the claim. As to matters subject to the determination by final agency action (not actions for breach of contract or tort) the County's written decision shall be final agency action unless the Construction Manager requests an administrativc proceeding pursuant to Scction 120.57, Florida Statutes, by filing a petition in compliance with Rule Chapter 28-106, F.A.C. within twenty-one (21) days of the Construction Manager's receipt of the County's dctermination. 16.3 - I:or any work thc Construction Manager performs, the Construction Manager's exclusive remcdy for delays in performancc of the construction causcd by events beyond its 27 control, including delays claimed to be caused by or attributable to the County or the Architect- Enginecr, including claims based on breach of contract or negligence, shall be a claim submittcd in compliance with ] 6.1 above, for an extension of thc schedulcd construction time. ]n thc cvent of a change in such work, the Construction Manager's claim for adjustments in the contract sum are limited cxclusively to its actual costs for such changes plus five and a half percent (5.5'%) for profit. The Construction Manager expressly agrees that the j()rcgoing constitute its sole and cxclusive rcmedies for delays and changes in such work, and eliminate any other remedies for claim for increase in the contract price, delays, changes in the work, damages, losses or additional compensation. ARTICLE 17 MISCELLAN EOUS ] 7.1 Harmony - Construction Manager is advised and hereby agrees that he will excrt evcry reasonable and diligent effort to assure that all labor employed by Construction Manager and his Subcontractors for work on the project shall work in harmony with and bc compatiblc with all other labor being uscd by the Construction Manager and construction manager's subcontractors now or herca1ier on thc site of the project. Construction Managcr further agrees that this provision will be included in all subcontracts of the Subcontractors as well as thc Constmction Manager's own contract; provided, however, that this provision shall not be interpreted or enforced so as to deny or abridge, on account of membership or non-mcmbership in any labor union or labor organization, the right of any person to work as guarantecd by Articlc ], Section 6 of the Florida Constitution. 17.2 ApprentIces If the Construction Manager employs apprcntices on the project, the behavior of the Construction Manager and the County shall be governed by the provisions of Chapter 446, Florida Statutes, and by applicable standards and policies governing apprentice programs and agrcements established by the Division of Labor of the State of Florida Department of Labor and Employment Security. The Construction Manager will includc a provision similar to thc foregoing sentence in each subcontract. ] 7.3 Invoiees Invoices shall be submitted in detail sufficient for a proper preaudit and postaudit thereof. Invoices for any travel expenses shall be submitted in accordance with procedures specified in Section 112.061 of thc Florida Statutes governing payments by the State for travel expenses. 17.4 - 'rhe Construction Manager's Project Records shall be maintaincd as prescribed hereinabove in accordance with the State of Florida General Records Schedule for State Agencies A-I and shall be made available to the County or his authorized representative at mutually convenient timcs. 17.5 Construction Manager's Payment Rights The Construction Manager shall be paid in accordance with the Florida Prompt Payment Act, F.S. 218.735. 17.6 Public Entity Crime Information Statement "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of rcal propcrty to a public entity, may not be awarded or perform work as a Construction Manager, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO f()f a period of 36 months from thc date of being placed on the convicted vendor list." 17.7 Discrimination, Denial Or Rcvocation For The Right To Transact Business With Public Entities An entity or affiliatc who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real propcrty to a public entity, may not be awardcd or perf(xm work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity. 17.8 Unauthorized Aliens The County shall consider the cmployment by the Construction Manager of unauthorized aliens a violation of section 274A(e) of thc Immigration and Nationalization Act. Such violation shall be cause for undatcral cancellation of this contract if the Construction Manager has f~liled to cnsurc propcr documentation of employec eligibility. 28 17.9 Electronic Mail Capabilities The Construction Manager must have electronic mail capabilities through thc World Widc Web. It is thc intention of the County to use clectronic communication for all projccts whenever possible. The Construction Manager shall provide their electronic mail address and the name of a contact person responsible for their electronic communications. 17.10 Assignment - For and in recognition of good and valuable consideration, receipt of which is hereby acknowledged, the Construction Managcr hereby conveys, sells, assigns and transfers to the State of Florida all rights, title and interest in and to all causes to action it may now or hereafter acquire under the antitrust laws of the United States and the State of Florida for price fixing, relating to the particular goods or services purchased or acquired by the State of Florida pursuant to this Agreement. 17.11 Maintenance of Books and Records - Construction Manager shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordancc with generally accepted accounting principlcs consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agrecment and fClr four years following the termination of this Agreement. 11' an auditor employed by the County or Clerk determines that monies paid to Construction Manager pursuant to this Agrcement were spent for purposes not authorized by this Agrecmcnt, the Construction Manager shall repay the monies. 17.12 Tcrms Not To Be Construed Against Either Party -- This Agrcement has been carefully reviewed by the Construction Manager and the County. Thercfore, this Agreement is not to be construed against either party on the basis of authorship. 17.13 Mediation The County and Construction Manager agree that, in the event of conflicting interpretations of the terms or a tcrm of this Agrecment by or betwcen any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal procceding. 17.14 Severability - If any tcrm, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenfc)rceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enfc)rceable to the fullest extent permitted by law unless the enfc)I"cement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. Thc County and Construction Manager agrec to rdC)f!11 the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 17. IS Attorney' s Fees and Costs - The County and Construction Manager agrce that in the cvent any cause of action or proceeding is initiated or defended by any party relative to the enfclrcement or interpretation of this Agreemcnt, the prevailing party shall be entitled to reasonable attorney's fccs, court costs, investigative, and out-of-pockct expenses, as an award against the non-prevailing party, and shall includc attorney's fecs, courts costs, investigative, and out-of-pockct expenses in appellate proceedings. Mediation procccdings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedurc and usual and customary procedures required by the circuit court of Monroe County. 17.16 Binding EfTect.- The terms, covenants, conditions, and provisions of this Agrcement shall bind and inure to the bencfit of the County and Construction Manager and thcir respective legal representatives, successors, and assigns. 17.17 Construction Manager and County agree that each shall be, and is, empowercd to apply fc)!", scek, and obtain federal and state funds to further the purpose of this Agreement, providcd that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 17.18 Adiudication of Disputcs or Disagrcements - County and Construction Manager agree that all disputes and disagrecments shall be attemptcd to be resolved by meet and confcr sessions betwcen representatives of each of the parties. If no resolution can be agreed upon within thirty (30) days after the first meet and confer session, the issue or issues shall bc discussed at a public meeting of the Board 29 of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seck such relief or remedy as may be provided by this Agrcement or by Florida law. 17.19 Cooperation - In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Construction Manager agree to participate, to the extent required by the other party, in all proceedings, hearings, proccsses, mectings, and other activities rclated to the substance of this Agreement or provision of the services under this Agreement. County and Construction Managcr specifically agree that no party to this Agreement shall be rcquircd to enter into any arbitration proceedings related to this Agrcement. 17.20 Nondiscrimination - County and Construction Manager agree that thcre will be no discrimination against any person, and it is exprcssly understood that upon a determination by a court of competent jurisdiction that discrimination has occurrcd, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County and Construction Manager agree to comply with all Fcderal and Florida statutes, and all local ordinanccs, as applicablc, relating to nondiscrimination. These include but arc not limited to: I) Title Viol' the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on thc basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss.1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rchabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4). 'fhe Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amendcd, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Trcatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. ct seq.), as amended, relating to nondiscrimination in the salc, rcntal or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 120 I Note), as maybe amendcd from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutcs which may apply to the partics to, or the subject matter ot~ this Agreement. 17.2 I Covenant of No Interest County and Construction Manager covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degrcc with its perfonm1l1ce under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 17.22 - County agrees that officers and employees of the County recognize and will bc required to comply with the standards of conduct for public officers and employees as delineated in Scction 112.313, Florida Statutes, rcgarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting cmployment or contractual relationship; and disclosure or usc of certain information. 17.23 No Solicitation/Payment - Thc County and Construction Manager warrant that, in respect to itselJ~ it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, perccntage, gift, or other consideration contingent upon or resulting from the award or making of this Agrecment. For the brcach or violation of the provision, the Construction Manager agrees that the County shall havc the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwisc recover, the full amount of such fee, commission, percentage, gift, or considcration. 17.24 Public Access. The County and Construction Manager shall allow and pcrmit reasonable acecss to, and inspection oC all documents, papers, Ictters or other matcrials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or reccived by thc County and Construction Manager in conjunction with this Agrecmcnt; and the County shall have the right to unilaterally cancel this Agrcement upon violation of this provision by Construction Manager 30 17 .25 Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 286.28, Florida Statutes, the participation of the County and the Construction Manager in this Agrccment and the acquisition of any commercial liability insurance coverage, sclf-insurance coverage, or local government liability insurance pool coverage shall not bc deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be rcquired to contain any provision for waiver. 17.26 All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relicf~ disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing thcir respective functions under this Agrecment within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, voluntccrs, or employecs outside the territorial limits of the County. 17.27 Legal Obligations and Responsibilities and Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intendcd to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon thc entity by law except to thc extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or rcsponsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, exccpt to the extent permitted by the Florida constitution, state statute, and case law. 17.28 Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attcmpt to enforce any third-party claim or entitlement to or benefit of any servicc or program contemplated hereunder, and the County and the Construction Manager agree that neither the County nor the Construction Manager any agent, officer, or employee of cithcr shall have the authority to inform, counsel, or otherwisc indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general for the purposes contemplatcd in this Agreement. 17.29 Attestations. Construction Manager agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statcment, an Ethics Statement, and a Drug-Free Workplace Statement. 17.30 No Pcrsonal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or cmployee of Monroe County in his or her individual capacity, and no membcr, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 17.31 This Agreement may bc executed in any numbcr of eountcrparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agrcemcnt by signing any such countcrpart. 17.32 Section I-Icadings. Section headings have been inserted in this Agreement as a matter of convenience of rcference only, and it is agrced that such section headings are not a part of this Agreement and will not be used in the interpretation 0 f any provision of this Agrecment. 17.33 Force Majeure: Neither party shall be liable for disruptions or delays in construction due to the occurrcnce of any contingcncy beyond its control, including war or act of war whether an actual declaration thereof is made or not, act of terrorism impacting travel in the Unitcd States, insurrection, riot or civil commotion, act of public encmy, epidemic, quarantine restriction, storm, nood, drought or other act of God, act of nature (including prcsence of endangered animal species which cannot be removed in a safc and timcly manncr) or any act of any governmental authority which disrupts or delays construction, in full or in part, for which thc respective party has exercised reasonablc care in the prevention thcreof.. Any disruption or delay due to the causes stated shall not constitute a breach of the Agrecment and the sole and the exclusive remedies shall be pursuant to article 10, and article 16. Upon demand of either party, the other party must furnish evidence of the causes of such disruption or delay 17.34 Mutual Review This agreement has been carefully revicwed by the Construction Manager and the County thereforc. this agrcement is not to be construed against either party on the basis of authorship. 31 IN WITNESS WHEREOF, the parties have caused this agreement to be executed this day of , 2005. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Deputy Clerk Mayor Dixie M. Spehar THE TOWERGROUP, INC. Witncss Witness 32 EXHIBIT A CONSTRUCTION TEAM ASSIGNED REPRESENTATIVES (Intentionally left blank by agreement of parties and will be completed in the GMP Amendment or othcr times appropriate to the specific Exhibit) County Construction Manager 33 EXHIBIT B COUNTY'S CONSTRUCTION BUDGET ITEM DESCRIPTION CONS'fRUCTION CONSTRUCTION MANAGER'S PRECONSTRUCT'ION PHASE FI:E ............................... CONSTRUCflON MANAGER'S CONSTRUCTION PHASE FEE....................................... CONSTRUCTION MANAGER'S OVERHEAD & PROFIT .................................................. CONSTR UCTION BUDGET BALANCE ............. .... ... .... .................................... ......... ......... COUNTY'S TOTAL CONSTRUCTION BUDG ET ........................................... ........ ............. 34 EXHIBIT C CONSTRUCTION MANAGERS'S PERSONNEL OFF-SITE SUPPORT STAFF (Intentionally left blank by agreement of parties and will be completed in the GMP Amendment or other times appropriate to the specific Exhibit) ON-SITE SUPPORT STAFF Individual Title 35 EXHIBIT D (Intentionally lelt blank by agreement of parties and will be completed in the GMP Amendment or other times appropriate to the specific l:xhibit) ARCIIITECT/ENGINEER'S CERTIFICATE OF SUBSTANTIAL COMPLETION PROJECT' NUM BER: ARCHITECT/ENGINEER: PROJECI' COUNTY: Depat1ment of Facilities Dcvelopment CONSTRUCTION MANAGER ATlN: CONTRACT FOR: CONTRACT DATE DATE OF ISSUANCE PROJECT OR DESIGNATED PORTION SHALL INCLUDE The work pcrleJrllled under this Contract has been reviewed and lelUnd to be substantially eomplete. The Date of Substantial Completion of the Project or pOl1ion thereof designated above is hereby established as which is also the date of commencement of applicable warranties required by the Contraet Documents, except as stated below. DHINITION OF DATE OF SUBSTANTIAL COMPLETION The Date of Substantial Completion of the Work or designated pOl1ion thereof is the Date ecrtilied by the Architect-Engineer when construction is sufficiently complete, in accordance with the Contract Documents, so the County can occupy or utilize thc Work or designated p0l1ion thereof lelr the use {(n' which it is intcndcd as exprc'Ssed in the Contract Documents. A list of items to be completed or corrected is attached hereto. The I:lilure to include any items on such list docs not alter the responsibility of the Construction Manager to complete all Work in accordancc with thc Contract Documents. The date of commenccment of warranties lelr items on the attached list will be the date of linal payment unless othcrwise agreed to in writing. ARCHITECT/ENG IN EER BY DATE The County acecpts the Work or designated portion thereof as substantially complete. Department Of Facilities Development BY DATE The Construction Manager will complete or correct the Work on the list of items attached hereto within the time prescribed in the contraet lI'om the above Date of Substantial Completion. CONSTRUCTION MANAGER BY DATE 36 EXHIBIT E CONSTRUCTION MANAGER'S AFFIDAVIT OF CONTRACT COMPLETION (Intentionally lelt blank by agreement of parties and will be completed in the GMP Amendment or other times appropriate to the specific Exhibit) AGENCY: PROJECT: CONSTRUCTION MANAGER: : CON'rRACT FOR: : CON'rRACT DATE: AMOUNT: : CONS'I'RUCTION MANAGER'S AFFIDAVIT I solemnly swear and affirm: That the work under the above named contract and all amendments thereto have been completed in accordance with the requirements of said contract; that all costs incurred for equipment, materials, labor, and services against the project have becn paid; that no licns have becn attached against thc project; that no suits arc pending by reason of work on thc projeet undcr thc contract; that all Workmen's Compensation claims are covered by Workmen's Compensation insurancc as rcquircd by law; that all public liability claims are adequatcly covered by insurance, and that thc Construction Managcr shall savc, protcct, dcfcnd, indcmnify, and hold the County harmless from and against any and all claims which arise as a direct or indirect result of any transaction, event or occurrcnce related to pcrformance of thc work contemplated under said contract. CONSTRUCTION MANAGER: (SEAL) STATE OF COUNTY OF '!'he foregoing instrument was acknowledged befixe mc this by (name of officer or agent, title of officcr or agent) of (name a (statc or placc of incorporation) coqJoration, on behalf of thc corporation, FIe/Shc is personally known to me or has produced (typc of idcntification) as idcntification, (Signature of person taking acknowledgmcnt) (Name typcd printcd or stampcd) (Title or Vendor) 37 EXHIBIT E (CONT'D) (Intcntionally left blank by agrccment of parties and will be complcted in the GMP Amendment or other times appropriatc to the specific Exhibit) CERTIFICATE OF CONTRACT COMPLETION PROJECT NO PROJECT TITLE CONSTRUCTION MANAGER CONTRACT DATE: DArE OF FINAL COMPLETION CERTIFICATE OF ARCHITECT/ENGINEER I CERTIFY: That the work undcr the above contract has been satisfactorily completed on the date set forth in accordance with the terms of the contract; that the Construction Manager has submitted his sworn aft1davit as evidence that he has paid all labor, materials and other charges against the project in accordance with the terms of the contract. All' Firm Name: Date TO BE COMPLETED BY ARCHITECr/ENGINEER THROUGH THE SUBSTANTIAl, COMPLETION PHASE DATE DAYS l. Notice to Proceed (NTP,) xxxxxx 2. 'rime Specified in Original Contract for Substantial Completion (S.e.) xxxxxx 3, Extension Granted by Change Orders (Days Between Original Contract S.e. and Final Contract S,e.) xxxxxx 4. Total Days Allowable to Substantial Completion (Add Lines 2 and 3) xxxxxx S. Project Substantially Completed as Certilied by All' (Total Days from N,TP. through Date certified by A/E) 6. Substantial Completion Overrun (Subtract S Per DayS Line 4 from 5 and Enter Overrun) TIIROUGH THE FINAL COMPLETION PHASE I, Time Specilied in Contract, Between Substantial & Final Completion xxxxxx 2. Extensions Granted by Change Orders (Days Between S.e. & Final Completion xxx XXX 3. Total Days Allowable Between Substantial & Final Completion (Add Lines I & 2) XXXXXX 4. Date Actually Completed and Total Days Between Actual S.C & Date Certified by All' as Actually being Finally Completed. 5 Final Completion Overrun (Subtract Line 3 & 4 S Per Day S and Enter Overrun) xxx xxx TOTAL LIQUIDATED DAMAGES S DATE: 38 Individual Available EXHIBIT F CONSTRUCTION MANAGER'S PERSONNEL TO BE ASSIGNED DURING PRECONSTRUCTION PHASE (Intentionally Icft blank by agreement of parties and will be completed in the GMP Amcndment or other timcs appropriate to the specific Exhibit) Title Percentage Duration of 'rime In Months 39 EXHIBIT G CONSTRUCTION MANAGER'S PER DIEM STAFF FOR TIME EXTENSIONS PER 8.1.2(1 )(b) (Intentionally left blank by agreement of parties and will be completed in the (iMP Amendment or other times appropriatc to the specific Exhibit) Perccntage of Time Individual Available Title 40 Individual Available EXHIBIT H CONSTRUCTION MANAGER'S PERSONNEL TO BE ASSIGNED DURING CONSTRUCTION OFF-SITE (lntcntionally lcft blank by agrcement of partics and will bc complcted in the GMP Amcndment or other times appropriatc to thc specific Exhibit) Pcrcentage Duration or-rime In Months 41 Individual Available EXHIBIT I CONSTRUCTION MANAGER'S PERSONNEL TO BE ASSIGNED DURING CONSTRUCTION ON-SITE (Intentionally left blank by agrecmcnt of parties and will bc completed in the GMP Amendment or othcr timcs appropriate to the specific Exhibit) Title Percentage Duration ofTimc In Months 42 EXHIBIT J COUNTY'S CERTIFICATE OF PARTIAL PAYMENT (Intentionally left blank by agrecmcnt of parties and will be complcted in the GMP Amendment or othcr timcs appropriate to (he specific Exhibit) Construction Manager (Namc and Addrcss): Architect-Engineer Job No: Contract Timc (Calcndar Days): Timc Elapscd to Date: ADDITIONS $ Changc Orders approved in previous months by Owncr u TOT A L Subsequent Change Orders Number Approved (Date) 'rOTALS Net changc by Changc Orders TIllS CERTIFICA'rE Rcqucst For Pcriod Project County Projcct: Fcdcral Project No: Original Contract Sum . $ Changc Orders (Net)... .. $ Contract Sum To Date ...., $ Balancc To Finish ......, ....... Completcd To Datc ...... $ Materials Stored . $ 'rotal Completed & Stored......... ,....., .......... Lcss Rctainage_'Yt,.. ...... $ Add Back Retained Amount Covered By Sceurities.. TOTAL ...................,.. . $ Less Previous Ccrti lieatcs Less Materials Purchased Directly By Owner: . . $ $......................,....................,.... CERTIFICATION BY THE CONSTRUCTION MANAGER: According to thc best of my knowlcdge and belid~ I ccrtify tbat all itcms and amounts shown on the face of this Application arc corrcct, that all work has bcen pcrformcd and matcrial supplied in full accordance with thc tcrms and conditions of thc Contract, and that all matcrialmen, laborcrs and subcontractors, as ddined in Chapter 713'(J I, Florida Statutes, have bccn paid thc amounts duc thcm out of any prcvious paymcnts madc to thc Construction Manager by the County. Furthcr, I agree to promptly pay cach matcrialman, laborcr and subcontractor, as dclined in Chaptcr 713.0 I, Florida Statutcs, upon rcceipt of payment fi'om the County, out of thc amount paid to mc on, account of such matcrialman's laborer's or subcontractor's work, thc amount to which said matcrialman, laborcr and subcontractor is entitled, rcflecting thc pcrcentagc actually rctained, if any, ti'om payments to myself on account of such materialman's, laborer's and subcontractor's work, CONSTRUCTION MANAGER: STATE OF' COUNTY OF Thc t()rcgoing instrumcnt was acknowledgcd bd()re me this (date) by (namc of officer or agent, title of oflicer or agcnt) of (namc of corporation acknowledging) ,a (statc or placc of incorporation) corporation, on bchalf of the corporation. Hc/she is pcrsonally known to me or has produccd as identilication. (Signaturc of person tak ing acknow ledgcment) (Namc tvped printcd or stamped) (Title or V cndor) (Serial number, if anv) CERTIFICATION BY 'fHE ARCIIIT'ECT- ENCINEER: I ccrtify that I have chccked and verilicd this Progress Paymcnt Application; that to the bcst of my knowlcdge and belief, the abovc application is a true statcment of thc valuc of thc work perl(mncd and thc matcrials suitablc storcd on thc sitc; that all work and materials ineludcd in this Ccrtificatc havc been inspccted by me or by my authorizcd assistants; that all work has bcen performed and matcrial supplicd in full accordancc with thc tcrms of this Contract; and I approved t()r payment the amount noted above. REVIEWED AND RECOMMFNDED FOR PA YMEN'! Architcct-F~ngi nccr APPROVED I'OR SFRVICI':S, PERFORMF]) AS STATED BY: Owncr's Project Dircctor 43 EXHIBIT J (CO NT' D) Chaptcr 713.0 I, Florida Statutes, defines Laborcrs, Matcrialmen and Subcontractors as follows: (I) mcans any person other than an architect, landscapc architect, engineer, land surveyor, and the likc who, undcr properly authorizcd contract, personally performs on the site of the improvcmcnt labor or services for improving rcal property and does not furnish materials or labor scrvice of othcrs. (2) "Materialman" mcans any person who furnishes matcrials under contract to the owner, Construction Manager, subcontractor, or sub-subcontractor on the site of thc improvement or for specially fabricated matcrials off the site of the improvemcnt for the particular improvement, and who performs no labor in the installation thereof (3) "Subcontractor" means a person other than a materialman or laborcr who enters into a contract with a Construction Manager for the performance of any part of such Construction Manager's contract 44 EXHIBIT K (Intentionally left blank by agrecmcnt of parties and will be completcd in the GMP Amendmcnt or othcr times appropriatc to the specific Exhibit) ITEMS TO BE SUBMITTED WITH CONSTRUCTION MANAGER'S REQUEST FOR FINAL PAYMENT I. Rush Requisition Routing Slip 2. Pay Request (4 copies with original signatures and original seals, noted as Final) 3, Final Schedule of Contract Values 4. Consent of Surety to make final Payment (signcd and scaled) 5. Power of Attorney from Surety for Release of Final Payment (Signed and sealcd and datcd samc as Consent of Surcty) 6. Certificate of Contract Completion a. pagc onc complcted by thc Construction Managcr (original plus three copies) b, page two completed by Architect-Engincer (original plus three copies) 7. Satisfactory Conclusion or Releasc of Licn from all subcontractors or laborers who have filcd Intcnt to Liens or have indicated non-paymcnt from the Construction Manager (especially if attorncys are involved) 8. Construction Manager's Guarantcc of Construction for onc year from thc date of substantial completion 9. Copy of the approval by the Architect-Enginecr and thc transmittal to the using agency of manuals, shop drawings, as-builts (two sets of disk files and two sets of blue line or black line prints), brochures, warranties, and List of Subcontractors, with telcphone numbers and addrcsscs 10. Verification that County personnel havc bcen trained in the opcration of thcir new cquipment (pcr system: HV AC, controls, firc alarm, etc.) II. Fully executed Roof Warranty (if applicable) in thc name of the Using Agency 12, Other special warrantics as required by specifications, in the name of the County ]3, Architcct's Certificate of Specification of Asbcstos Containing Matcrials 14, Construction Manager's Certificatc of Asbestos Usc 15. Copy of Certificatc of Occupancy NOTE: The Project Dircctor shall verify the math of all Pay Rcquests prior to signing Final Pay Rcquest to assure correct payment. Projcct Number: Project Name and Project Director 45