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#3rd Amendment 04/19/2023 THIRD AMENDMENT TO AGREEMENT BETWEEN MONROE COUNTY AND AJAX BUILDING COMPANY,LLC FOR THE FL KEYS MARATHON AIRPORT NON-AERONAUTICAL USE BUILDING This Third Amendment("Amendment") dated April 19, 2023 to the Agreement dated November 3,2021 ("Agreement")is made and entered by and between Monroe County,a political subdivision of the State of Florida,whose address is 1100 Simonton Street,Key West,FL 33040,its successors and assigns, hereinafter referred to as "County", and Ajax Building Company, LLC, 109 Commerce Boulevard, Oldsmar, FL 34677, its successors and assigns, hereinafter referred to as "Contractor." The County and Contractor are collectively referred to as "Parties." WHEREAS,on December 28,2019,the County issued a Request for Proposals("RFP") in order to select a Construction Manager at Risk("CMAR")in connection with services to be performed during the pre-construction phase and also management of the construction phase of the FL Keys Marathon Airport Non-Aeronautical Use Building("Project") located in Monroe County,Florida, also known as the Emergency Operations Center("EOC"); and WHEREAS, on February 12, 2020, the Contractor submitted a proposal ("Proposal") for the CMAR services; and WHEREAS, in accordance with the instructions in the RFP, the Proposal submitted by the Contractor included a pricing section(Tab 6), in which the Contractor identified a lump sum cost for the pre-construction phase, and, as to the construction phase, the following sub-totals, expressed as a percentage of the overall budget: (a) general conditions; (b) building permit fees; (c) insurances and bonds; and(d)overhead and profit; and WHEREAS,as evidenced by the language in Tab 6 within the RFP,it was the intent of the Parties that the proposed prices for both the pre-construction phase and the construction phase would be "all inclusive," and stated that the "vendor selected for the Project would not be reimbursed for any additional expenses, including but not limited to travel, per diems, transportation, postage, telephones,photocopies, or any other expenses"; and WHEREAS,on October 14,2021,in accordance with F.S.255.103,Ajax submitted a Guaranteed Maximum Price Proposal, offering a Guaranteed Maximum Price ("GMP") of$27,865,199 and guaranteed completion date; and WHEREAS, on November 3, 2021, the Parries entered into an Agreement by which the County approved the GMP, approved the proposed timeline, and approved the selection of Ajax as the CMAR for the Project; and WHEREAS, the Agreement incorporated the 10/14/2021 Proposal by reference, including the Cost Management Detail pages; and 1 WHEREAS,on August 5, 2022, Ajax submitted a revised Guaranteed Maximum Price Proposal (the"8/5/2022 Proposal") for the construction phase of the Project; and WHEREAS, in addition to the revised GMP, in the 8/5/2022 Proposal, Ajax also attached a cost management recap, showing the GMP with subtotals for General Requirements; bonds and insurances, building permits; contingency (for unforeseen items); and the cost for each of the "trades"based on the design; and WHEREAS,the 8/5/2022 Proposal also included five pages of"Cost Management Detail"within even more detail regarding all of the categories of expenses, including General Conditions (costs to manage the project) and General Requirements (non-management indirect costs of executing the project); and WHEREAS, on August 17, 2022, the Parties entered into a First Amendment to the Agreement by which the County accepted the revised GMP presented in the 8/5/2022 Proposal; WHEREAS,on January 18,2023,the Parties entered into a Second Amendment to the Agreement by which the Ajax and the County agreed to a modified lien release form; WHEREAS,paragraph 4.1 of the Agreement reiterated the language in Tab 6 of the RFP by saying that the GMP would be a fixed amount, and that it would be all inclusive and that no additional amount for reimbursable expenses would be allowed, and that the GMP would be a total of the cost of the work plus the CMAR's overhead and fee;and WHEREAS, the inconsistency between the language in Tab 6 of the RFP and paragraph 4.1 of the Agreement stating that the GMP would be a fixed amount, on the one hand, and the Cost Management Detail pages in the 8/5/2022 Proposal with the breakdown of(among other things) amounts within General Conditions and General Requirements, on the other hand, has created confusion, and the Parties wish to modify their Agreement in order to clarify and simplify the handling of General Conditions and General Requirements items. NOW THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows: 1. As shown on the Cost Management Recap within the 8/5/2022 Proposal, incorporated by reference in the Agreement, the category of Division 01, General Requirements, shall include General Requirements and General Conditions, and cumulatively shall be synonymous with the"General Conditions"category shown on the 2/12/2020 Proposal. 2. General Conditions shall include all of the following: Administrative staff expenses: - Administrative Requirements, including Ajax personnel salaries, staffing burden, and benefits, including vehicle benefits 2 - Travel, per diem, and relocation, including travel expenses and housing expenses Office operation expenses: - Construction Progress Documentation - Special Procedures - Regulatory Requirements - Safety, including safety training and videos and safety supplies, and safety jobsite signage - Quality Control - Temporary Facilities,including field offices and sheds,office furnishings,field office expenses, - Temporary Utilities - Project Communications, including jobsite communications - Construction Tools & Equipment used by the Contractor, including field equipment and misc. small tools - Project Identification(signs) - Construction Preparation - Project cleaning - Closeout Procedures, including building information modeling (BIM) RM Setup - Demonstration&Training 3. General Conditions including General Requirements shall not include permit fees, bonds, insurances, the trades (payments to subcontractors), allowances with the exception of allowances for three general requirements shown in the allowance category (laboratory testing services,blueprinting,and surveys),contingency,or sales tax credit for owner direct purchases, and Contractor overhead&profit. 4. In accordance with the 8/5/2022 Proposal, General Conditions (including General Requirements) shall not exceed the$2,569,302("General Conditions Amount") subject to adjustment to the GMP as provided for in the Agreement. 5. The Parties intend for this change to be made retroactive to the beginning of the Project. 6. The General Conditions Amount not already paid by the County shall be charged to the Project and paid out to Ajax on a monthly basis tied to progress on the Project on a pro rata basis equal to the percentage of completed work on the Project that has actually been completed and confirmed,with the final balance of the lump sum General Conditions being paid in the final payment. 7. The Parties intend for the General Condition Amount to be a lump sum amount and not a reimbursable amount. Therefore, the monthly General Conditions Amount shall be paid 3 ACoR" CERTIFICATE OF LIABILITY INSURANCE D12•1920 2D/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA,Inc. NAME: PHONE FAX 1166 Avenue of the Americas A/C No Ext: A/C,No): New York,NY 10036 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN 101636071-AJAX-GAWUP-23-24 INSURER A:Arch Insurance Company 11150 INSURED Ajax Building Company,LLC INSURER B:XL Specialty Insurance Company 37885 Global Infrastructure Solutions,Inc. INSURER C:ACE Property and Casualty Insurance Company 20699 1080 Commerce Blvd. INSURER D:Indian Harbor Insurance Co. 36940 Midway,FL 32343 INSURER E:Arch Indemnity Insurance Company 30830 INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-010896550-09 REVISION NUMBER: 8 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY 11PKG8914314 01/01/2023 01/01/2024 EACH OCCURRENCE $ 5,000,000 DA AG ToTE CLAIMS-MADE � OCCUR PREM SES(a occur ence) $ 300,000 SIR-$500,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 10,000,000 POLICY JE� LOC PRODUCTS-COMP/OP AGG $ 10,000,000 OTHER: $ A AUTOMOBILE LIABILITY 11 PKG8914314(AOS) 01/01/2023 01/01/2024 COMBINED SINGLE LIMIT $ 2,000,000 Ea accident A X ANY AUTO 11CAB8914414(MA) 01/01/2023 01/01/2024 BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X UMBRELLALIAB X OCCUR US00064696LI23A($10,000,000) 01/01/2023 01/01/2024 EACH OCCURRENCE $ 25,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $ 25,000,000 C DED X RETENTION$10,000 XSM G2819884A 007 ($15,000,000) 01/01/2023 01/01/2024 $ A WORKERS COMPENSATION 14WCI8925114(AOS) 01/01/2023 01/01/2024 X PER OTH- AND EMPLOYERS' ER LIABILITY STATUTE E Y/N 11WCI8914214(FL,PA) 01/01/2023 01/01/2024 1,000,000 ANYPROPRIETOR/PARTN ER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICE R/M EMBER EXCLUDED? ❑N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Professional Liability CE0742018008 01/01/2023 01/01/2024 EACH CLAIM/AGGREGATE 25,000,000 and Pollution (Claims Made) DED:$1 M EA CLAIM/$3M AC G DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Re:202011-FL Keys Marathon Airport Non-Aero(EOC),TBD,Marathon,FL The Monroe County Board of County Commissioners,its employees and officials are included as an Additional Insured(except for Workers Compensation and Professional Liability)as required by written contract. The Monroe County Board of County Commissioners,its employees and officials are included as Loss Payee where required by written contract with respect to Automobile Liability. CERTIFICATE HOLDER CANCELLATION Monroe County Board of County APPROVED BY RISK MANAGEMENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Commissioners BY "„ ;, c= THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 500 Whitehead Street ACCORDANCE WITH THE POLICY PROVISIONS. Key West,FL 33040 DATE 1/1 9/2023 WAIVER NIA YES AUTHORIZED REPRESENTATIVE s 4 �? ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD