3-CM Master Agreement 9-30-25 .pdf

MASTER AGREEMENT

CONSTRUCTION MANAGEMENT SERVICES

FOR ______________________________

This Master Agreement made this __ day of ______, 2024, by and between the School Board of St. Lucie County, Florida, a district school board constituted as provided in Article IX, Section 4, of the Florida Constitution (“School Board” or “Owner”) and COMPANY NAME, a [State] corporation (“Contractor).

WITNESSETH:

WHEREAS, the School Board is authorized to enter into professional services agreements with construction management companies pursuant to Sections 1013.45 and 287.055, Florida Statutes; and

WHEREAS, the School Board finds that it is in the best interest of the School District to enter into this Master Agreement with COMPANY NAME, in order to set forth the general terms and conditions by which each individual project agreement will be governed.

NOW, THEREFORE, in accordance with the mutual covenants hereinafter contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1

CONSTRUCTION TEAM, CONTRACT DOCUMENTS, AND DEFINITIONS

1.0 Contractor accepts agrees to act in good faith and fair dealing under this Agreement.

Contractor covenants with the Owner to furnish Contractor’s best skill and judgment and to cooperate with the Architect-Engineer in furthering the interests of the Owner. Contractor agrees to furnish efficient business administration and superintendence and use Contractor’s best efforts to complete the project (“Project”) in the best and soundest way and in the most expeditious and economical manner consistent with the interest of the Owner.

1.1 The Construction Team. Contractor, the Owner and when applicable the Architect-Engineer and Commissioning Agent, called the "Construction Team", shall work jointly during design and through final construction completion and shall be available thereafter should additional services be required. The Architect-Engineer will provide leadership during the design phase with support from Contractor and Contractor shall provide leadership to the Construction Team on all matters relating to construction.

1.2 Contract Documents. The Contract Documents consist of the Master Agreement between Owner and Contractor (hereinafter the Agreement), and for each specific project, the Project Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, addenda issued prior to execution of the Project Agreement, other documents listed in the Agreement and Modifications issued after execution of the Project

Agreement. A Modification is (1) a written amendment to the Project Agreement signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Project Agreement, the Contract Documents do not include other documents such as bidding requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, Contractor’s bid or portions of addenda relating to bidding requirements).

1.3 Definitions.

Architect-Engineer - The design professionals responsible for preparing plans and specifications for each Project. Whether the Architect-Engineer is on the team shall be determined on a project-by-project basis.

County – St. Lucie County

Contractor – COMPANY NAME

Estimate - Contractor's latest estimate of probable project construction cost.

Notice to Proceed - A written notice issued by the Owner's Contract Administrator authorizing Contractor to proceed with a project pursuant to the terms of a Project Agreement.

Owner - The School Board of St. Lucie County, Florida or those persons designated by the School Board to act in its behalf.

Owner's Construction Budget - Owner's funds budgeted and requested for Project construction. The Owner's Construction Budget for each specific Project includes all Contractor fees, costs of the work and the Owner's and Contractor's construction and interface contingencies as defined herein. This acknowledgment of the Owner's budgeted funds is not to be construed as Contractor's Guaranteed Maximum Price. A Guaranteed Maximum Price will be set forth in the Project Agreement.

Owner's Project Budget - The Owner's funds budgeted for the development of a project including the construction budget and all other fees, furnishing and equipment and other costs necessary to develop the project. The Project Budget will be determined for each specific Project.

Owner’s Representatives - The Project Manager and the Project Manager’s superiors or designees.

Project - The Project is the total construction of the Work performed under the Contract Documents and may be the whole or a part and which may include construction by the Owner or by separate contractors.

Project Agreement - A written agreement whereby the specific terms and conditions for a specific project are set forth. There shall be a Project Agreement for each project contemplated under this Master Agreement which shall contain at a minimum: the guaranteed maximum price for the project; the number of days to substantial completion and final completion; the liquidated damages, if any; a list of all of the parties involved in the project;

and a list of all of the documents, such as plans and specifications, incorporated into the Project Agreement.

Project Manager - The person designated by the Owner to provide direct interface with Contractor with respect to the Owner's responsibilities determined on a project by project basis.

Work - The term Work means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by Contractor to fulfill Contractor’s obligations. The Work may constitute the whole or a part of the Project

ARTICLE 2

CONTRACTOR'S SERVICES

2.0 The services which Contractor shall provide include, but are not limited to, those described or specified herein plus those identified in the Project Agreement. The services described or specified shall not be deemed to constitute a comprehensive specification having the effect of excluding services not specifically mentioned.

2.1 Project Management Information System (PMIS)

2.1.1 General:

(1) Commencing immediately after execution of the Project Agreement, Contractor shall implement and shall utilize throughout the life of the Project all subsystems of the Project Management Information System hereinafter referred to as PMIS.

(2) The reports, documents, and data to be provided shall represent an accurate assessment of each current status of the Project and of the work remaining to be accomplished and it shall provide a sound basis for identifying variances and problems and for making management decisions. It shall be prepared and furnished to the Owner weekly, unless otherwise directed by Owner, and shall also accompany each pay request.

(3) The PMIS shall be described in terms of the following major subsystems for projects. At the discretion of the Owner any of the following subsystems may be deleted, by providing a written directive:

(a) Narrative Reporting, on a weekly basis,

(b) Schedule Control, on a weekly basis,

(c) Cost Control, and estimating, in a frequency as directed by Owner

(d) Project Accounting, in a frequency as directed by Owner

2.1.2 Narrative Reporting Subsystem

(1) Contractor shall prepare written narrative reports as or as directed by Owner:

(a) A Monthly Executive Summary.

(b) A Monthly Cost Narrative describing the current construction cost estimate status of the Project;

(c) A weekly Scheduling Narrative;

(d) Other project reporting as directed by Owner to include, but not limited to:

Submittal Log, Request for Information Log, and Change Management Log.

2.1.3 Scheduled Control Subsystem

Master Project Schedule - Within (10) ten days of executing a Project Agreement, Contractor shall submit, and the Construction Team shall approve, a master project schedule covering the planning and design approvals, construction and Owner occupancy of the Project. The master project schedule shall be produced and updated either weekly or monthly, as directed by Owner, throughout the Project.

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 requirements, needs, materials, equipment and systems by building and site elements so that construction will be completed at a cost which, together with all other project costs, will not exceed the maximum total project budget. Requirements of this subsystem include the following submissions at the following phases of the project:

Estimates

(a) At completion of Advanced Schematic Design Phase for each item or bid package.

(b) At completion of Design Development Phase for each item or bid package.

(c) At completion of 100% Construction Documents Phase for each item or bid package.

(d) At establishment of the Guaranteed Maximum Price.

(e) Construction Documents Estimates – Prior to the bid of each bid package, when the working drawings and specifications are complete, the Contractor shall prepare and submit a cost estimate based on a quantitative material take-off with current local cost for each bid group by subcontract package.

2.1.5 Project Accounting Subsystem

The operation of this subsystem shall enable the Construction Team to plan effectively and to monitor and control the funds available for the project. The following reports shall be produced monthly on School Board approved forms:

(1) Costs Status Report presenting 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 become the total commitment. Pending change orders will also be shown to produce the total estimated probable cost to complete the work.

(2) 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 the balance remaining. A summary of this report shall accompany each pay request.

2.2 Project Manual

(1) Upon award of contract the Contractor shall develop a draft comprehensive Project Manual describing the services set forth in this Contract. This shall provide a plan for the control, direction, coordination and evaluation of work performed throughout the project organization including identification of key personnel, responsibilities of Contractor, Owner and Architect-Engineer; work flow diagrams; and strategy for bidding the work. The Project Manual shall be updated as necessary throughout the design, construction and Owner occupancy phases. Five copies of the Project Manual and any updates shall be submitted to the Owner and Architect-Engineer. In developing the Project Manual, the Contractor shall coordinate with the Owner and the Architect-Engineer.

(2) Contents of Project Manual – The Project Manual shall describe in detail the procedures for executing the work and the organizations participating. The Project Manual shall include as a minimum the following sections:

(a) Project Definition – The known characteristics of the project or subprojects shall be described in general terms which will provide the participants a basic understanding of the project or sub-projects.

(b) Project Goals – The schedule, budget, physical, technical and other objectives for the project shall be defined.

(c) Project Strategy – A narrative description of the project delivery methods shall be utilized to accomplish the project goals, to include, but not limited to, project specific Safety Plan;

Logistics Plan to include site access, delivery, storage, parking, trash, lifting plan, unless otherwise directed by Owner

(d) Project Work Plan – A matrix display of the program of work to be performed by the Contractor, the Architect-Engineer and the Owner during each phase of the project.

(e) Project Organization – A summary organization chart showing the interrelationships between the Owner, the Contractor and the Architect-Engineer, and other supporting organizations and permitting review agencies. Detailed charts, one each for the Contractor, the Architect-Engineer, and Owner showing organizational elements participating in the project shall be included.

(f) Responsibility Performance Chart – A detailed matrix showing the specific responsibilities and interrelationships of the Owner, the Architect-Engineer, and Contractor. The Responsibility Performance Chart shall indicate major responsibility, and minor responsibility, for each specific task required to deliver the project. The Contractor shall develop a similar chart for the personnel within his own organization who are assigned to the project, and for the personnel of the Owner and the Architect- Engineer from data supplied by each.

(g) Flow Diagrams – These charts shall display the flow of information and the decision process for the review and approval of shop drawings and submittals, progress and change orders.

(h) Written Procedures – The Contractor 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 meetings, technical reviews, and other necessary communications.

2.3 Design Review and Recommendations

(1) Review and Recommendations and Warranty - Contractor shall familiarize itself 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. Contractors shall make recommendations with respect to the selection of systems and materials, and cost-reducing alternatives including assistance to the Architect-Engineer and Owner in evaluating alternative comparisons versus long term cost effects. The evaluation shall speak to the benefits of the speed of erection and early completion of the project. The contractor shall furnish pertinent information as to the availability of materials and labor that will be required. The contractor shall submit to the Owner, Permitting Authority, if necessary, and Architect- Engineer such comments as may be appropriate concerning construction feasibility and practicality. The contractor shall call the Project Manager's and the Architect-Engineer's attention to any apparent defects in the design, drawings and specifications or other documents. Contractor shall prepare an estimate of the construction cost utilizing the unit quantity survey method.

CONTRACTOR’S WARRANTY:

AT COMPLETION OF CONTRACTOR'S REVIEW OF THE PLANS AND

SPECIFICATIONS, EXCEPT ONLY AS TO SPECIFIC MATTERS AS MAY BE

IDENTIFIED BY APPROPRIATE COMMENTS PURSUANT TO THIS SECTION,

CONTRACTOR SHALL WARRANT, WITHOUT ASSUMING ANY

ARCHITECTURAL OR ENGINEERING RESPONSIBILITY, THAT THE PLANS

AND SPECIFICATIONS ARE CONSISTENT, PRACTICAL, FEASIBLE AND

CONSTRUCTIBLE. CONTRACTOR SHALL WARRANT THAT THE WORK

DESCRIBED IN THE PLANS AND SPECIFICATIONS FOR THE VARIOUS

BIDDING PACKAGES IS CONSTRUCTIBLE WITHIN THE SCHEDULED

CONSTRUCTION TIME.

OWNER’S DISCLAIMER OF WARRANTY:

THE OWNER DISCLAIMS ANY WARRANTY THAT THE PLANS AND

SPECIFICATIONS FOR THE PROJECT ARE ACCURATE, PRACTICAL,

CONSISTENT OR CONSTRUCTIBLE.

(2) Long Lead Procurements – The Contractor shall review the design for the purpose of identifying long lead procurement items (machinery, equipment, materials and supplies).

When each item is identified, the Contractor shall notify the subcontractors, the Project Manager and the Architect-Engineer of the required procurement and schedule. Such information shall be included in the bid documents and made a part of all affected sub-contracts. As soon as the Architect-Engineer has completed drawings and technical specifications and the Contractor has obtained permitting approval, the Contractor shall prepare invitations for bids. The Contractor shall keep himself informed of the progress of the respective subcontractors or suppliers, manufacturing or fabricating such items and advise Project Manager, Owner and Architect-Engineer of any problems or prospective delay in delivery.

(3) Separate Contracts Planning - Contractor shall review the design with the Architect- Engineer and make recommendations to the Owner and to the Architect-Engineer with respect to dividing the work in such manner as will permit Contractor to take bids and award separate construction sub-contracts on the current schedule while the design is being completed. Contractor shall take into consideration such factors as natural and practical lines of severability, sequencing effectiveness, access and availability constraints, total time for completion, construction market conditions, availability of labor and materials, community relations and any other factors pertinent to saving time and cost by overlapping design and construction that are authorized by the Owner.

(4) Interfacing - Contractor 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, sequenced to maintain completion of all work on schedule. Particular attention shall be given to provide that each bid package clearly identifies the work included in that particular separate subcontract, its schedule for start and completion and its relationship to other separate contractors.

(5) Job-Site Facilities - At the Owner’s option and direction, Contractor shall arrange for all job-site facilities necessary to enable Contractor and the Owner's representatives and the Architect-Engineer to perform their respective duties in the management, inspection, and supervision of construction. This shall be determined by the Owner on a per project basis.

Tangible personal property, otherwise referred to as Job-Site facilities, include but are not limited to such things as trailers, toilets, typewriters, computers and any other equipment necessary to carry on the project. The method of acquiring such job-site facilities which are planned to become the property of the owner at the conclusion of the project shall be evaluated based on cost over the life of the project. Owning versus leasing shall be considered by Contractor obtaining at least three (3) proposals for leasing and at least three (3) proposals for purchasing and then analyzing which is least expensive over the usage life of the item. Contractor shall present its evaluation with recommendation to the Owner for approval. The Owner shall have final authority in equipment lease purchase matters. With the Owner’s approval, Contractor may supply Job-Site Facilities and equipment from Contractor’s own equipment pool.

(6) Weather Protection - Contractor shall ascertain what temporary enclosures, 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. Contractor shall submit to the Construction Team its recommendations as to needed requirements of this nature and as to the contract or contracts in which they should be included.

(7) Market Analysis and Stimulation of Bidder Interest

(a) The Contractor shall monitor conditions in the construction market to identify factors that will or may affect costs and time for completing the project; the Contractor shall make analysis as necessary to (1) 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 alternative materials, equipment or methods, other economics in design or construction, and other matters that will promote cost savings and completion within the scheduled time.

(b) Within (15) fifteen days after receiving Notice to Proceed, the Contractor shall submit a written “Construction Market Analysis and Prospective Bidders Report” setting out recommendations and providing information as to prospective bidders.

As various bid packages are prepared for bidding, the Contractor shall submit to the Project Manager and the Architect-Engineer a list of potential bidders. The Contractor shall be responsible to stimulate bidder interest in the local market place and identify and encourage bidding competition.

(c) The Contractor shall carry out an active program of stimulating interest of qualified contractors in bidding on the work and of familiarizing those bidders with the requirements of this project.

2.4 Construction Phase

(1) Contractor's Staff - Contractor shall maintain sufficient off-site support staff, and competent staff at the Project site authorized to act on behalf of Contractor to coordinate, inspect and provide general direction of the work and progress of the subcontractors and Contractor shall provide no less than those personnel during the respective phases of construction.

(2) Lines of Authority - Contractor shall establish and maintain lines of authority for Contractor’s personnel, and shall provide this definition to the Owner and all other affected parties such as the code inspectors of the Permitting Authority, the sub-contractors, the Architect-Engineer and the Owner's representatives, to provide general direction of the work and progress of the various phases and subcontractors. The Owner and Architect-Engineer may attend meetings between Contractor and its Subcontractors;

however, such attendance shall not diminish either the authority or responsibility of Contractor to administer the subcontractors.

(3) Schedule and Project Manual Provisions – The Contractor shall provide subcontractors and the Owner, its representatives and the Architect-Engineer with copies of the Project Manual (total number of copies not to exceed 10) developed and updated as required by Article 2.2 expanded for the Construction Phase employing their respective milestones, beginning and finishing dates, their respective responsibilities for performance and the relationships of their work with respect to subcontractors and suppliers. He shall also continue to provide current scheduling information and provide direction and coordination regarding milestones, beginning and finishing dates, responsibilities for performance and the relationships of the Contractor’s work to the work of his subcontractors and suppliers to enable them to perform their respective tasks so that the development of construction progresses in a smooth and efficient manner in conformance with the overall project schedule. The schedule shall include all phases of the construction work, material supplies, long lease procurement, approval of shop drawings, change orders in progress, schedules for change orders, and performance testing requirements. The Contractor shall advise the Owner, its representatives and the Architect-Engineer of their required participation in any meeting or inspection giving each at least one week notice unless such notice is made impossible by conditions beyond his control. The Contractor shall hold job-site meetings at least once each month with the Construction Team and at least once each week with the subcontractors and the Architect-Engineer’s Field Representative, or more frequently as required by work progress, to review progress, discuss problems and their solutions and coordinate future work will all subcontractors.

(4) Solicitation of Bids.

(a) Without assuming responsibilities of the Architect-Engineer, Contractor shall prepare invitations for bids, or requests for proposal when applicable, for all procurements of long lead items, materials and services, for subcontractor contracts and for site utilities.

The Contractor shall obtain bids on all of the work, including third party bids on any work the Contractor desires to self-perform. The Contractor shall prepare and submits its own bids on any work it intends to self-perform. Such invitations for bids shall be prepared in accordance with the following guidelines:

1. Individual purchases of materials or rentals or leases of equipment amounting to less than $1,000.00 each may be made without bids or quotes when necessary to expedite work on the project, however, Contractor shall not divide or separate a procurement in order to avoid the requirements set forth herein.

2. Contracts over $1,000 but not exceeding $15,000 may be entered into by

Contractor with the firm which submits the lowest verbal quotation.

Contractor shall obtain a minimum of two (2) verbal quotations. These quotations shall be entered on a bid tabulation sheet and a copy of such tabulation sent to the Owner, Architect-Engineer and to each firm. The successful quotation shall be confirmed by written contract or purchase order to the low bid firm defining the scope and quality of work to be provided.

3. Contracts exceeding $15,000 but not exceeding $200,000 may be entered into by Contractor with the firm who is qualified and submits the lowest responsive proposal. Contractor shall request at least three (3) firms to submit sealed written proposals based on written drawings and/or specification. The written proposals shall all be opened publicly at the location, date and time named by Contractor in the request for proposal. A tabulation of the results and copies of the bids shall be furnished to the Owner, Architect-Engineer and to each firm.

4. Contracts exceeding $200,000 but not exceeding $500,000 may be entered into by Contractor with the firm who is qualified and submits the lowest responsive proposal. Contractor shall advertise these projects at least once, in a newspaper of general circulation in the county where the project is located, with the last advertisement appearing at least 21 calendar days prior to the established bid opening date. These proposals shall be based on approved plans and specifications. Bids shall be received and opened publicly at the location, date and time established in the bid advertisement. A tabulation of the results and copies of the bids shall be furnished to the Owner, Architect- Engineer and to each firm.

5. Contracts exceeding $500,000 may be entered in to by Contractor with the firm who is qualified and submits the lowest responsive proposal. Contractor shall advertise these projects at least once, in a newspaper of general circulation in the county where the project is located, with at least 30 calendar days prior to the established bid opening date and at least 5 days prior to any prebid conference. These proposals shall be based on approved plans and specifications. Bids shall be received and opened publicly at the location, date and time established in the bid advertisement. A tabulation of the results and copies of the bids shall be furnished to the Owner, Architect-Engineer and to each firm.

6. Site utilities shall be acquired at market rates from the appropriate entity providing such utilities to the project site. As part of such preparation, Contractor shall review the specifications 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 the specifications or in the drawings noted by Contractor shall be brought to the attention of the Project Manager and Architect-Engineer in written form.

(c) For each separate construction contract exceeding $25,000, Contractor shall unless waived by Owner, conduct a pre-bid conference with prospective bidders, the Architect-Engineer and Project Manager. In the event questions are raised which require an interpretation of the bidding documents or otherwise indicate a need for clarification or correction of the invitation, the Contractor shall transmit these to the Architect-Engineer. Upon receiving clarification or correction in writing, they shall prepare an addendum to the bidding document, and issue same to all of the prospective bidders.

(d) For all contracts exceeding $25,000.00, the Contractor shall establish a pre-qualification procedure for applicable subcontract trades.

(5) Bonds - In accordance with the provisions of Section 255.05, Florida Statutes, Contractor shall provide to the Owner, on forms furnished by the Owner, a 100% Performance Bond and a 100% Labor and Material Payment Bond each in an amount not less than the GMP as set forth in the Project Agreement and inclusive of Contractor's fees.

To be acceptable to the School Board as Surety for Performance Bonds and Labor and Material Payment Bonds, a Surety Company shall comply with the following provisions:

1. The Surety Company shall have a currently valid Certificate of Authority, issued by the Florida, Department of Insurance, authorizing it to write surety bonds in the State of Florida.

2. The Surety Company shall have currently valid Certificate of Authority issued by the United States Department of Treasury under Sections 9304 to 9308 of Title 31 of the United States Code.

3. The Surety Company shall be in full compliance with the provisions of the Florida Insurance Code.

4. The Surety Company shall have at least twice the minimum surplus and capital required by the Florida Insurance Code at the time the invitation to bid is issued.

5. The Surety Company must be rated excellent (“A-” or better) in the current A.M.

Best Guide and qualified to do business within the State.

6. In accordance with the requirements of Section 255.05(1)(a), Florida Statutes, within five (5) days after Owner’s written approval of the Bonds and before commencing the Construction Phase Work, Contractor shall record in the Public Records of St.

Lucie County, Florida, a copy of the Performance and Payment Bonds. Contractor shall deliver to Owner certified copies of the recorded Bonds within ten (10) days of recording of the Bonds but, in any event, before commencing the Construction Phase Work. The proper recording and delivery of such Bonds are conditions precedent to Owner’s obligation to make any progress payments to Contractor hereunder.

(6) Quality Control - Contractor shall develop and maintain a program, acceptable to the Owner and Architect-Engineer, to assure quality control of the construction. Contractor shall supervise the work of all subcontractors providing instructions to each when their work does not conform to the requirements of the plans and specifications and Contractor shall continue to exert its influence and control over each subcontractor to ensure that corrections are made in a timely manner to not affect the efficient progress of the work. Should disagreement occur between Contractor and Architect-Engineer over acceptability of work and conformance with the requirements of the specifications and plans, the Architect-Engineer or Owner shall be the final judge of performance and acceptability.

(7) Subcontractor Interfacing - Contractor shall be the single point of interface with all subcontractors for the Owner and all of its agents and representatives including the Architect-Engineer. Contractor shall negotiate all change orders, field orders and request for proposals, with all affected subcontractors and shall review the costs of those proposals and advise the Owner and Architect-Engineer of their validity and reasonableness, acting in the Owner's best interest prior to requesting approval of each change order from the Owner. Before any work is begun on any change order, a written authorization from the Owner must be issued. However, when health and safety are threatened, Contractor shall act immediately to remove the threat to health and safety.

Contractor shall also carefully review all shop drawings and then forward the same to the Architect-Engineer for review and actions. The Architect-Engineer will transmit them back to Contractor who will then issue the shop drawings to the affected subcontractor for fabrication or revision. Contractor shall maintain a suspense control system to promote expeditious handling. Contractor shall request the Architect-Engineer to make interpretations of the drawings or specifications requested of Contractor by the subcontractors and shall maintain a suspense control system to promote timely response.

Contractor shall advise the Project Manager and Architect-Engineer when timely response is not occurring on any of the above.

(8) Job Site Requirements - Contractor shall provide for each of the following activities as a part of Contractor’s Construction Phase fee:

1. Maintain a log of daily activities, including manpower records, including hours worked (payroll), weather, delays, major decisions, etc.

2. Maintain a roster of companies on the project with names and telephone numbers of key personnel.

3. Establish and enforce job rules governing parking, clean-up, use of facilities and worker discipline.

4. Provide 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 hereinabove.

7. Provide miscellaneous office supplies that support the construction efforts which are consumed by Contractor’s own forces.

8. Travel to and from Contractor’s home office to the project site as the project requires.

In addition, Contractor shall provide personnel and equipment or shall arrange for separate subcontracts to provide each of the following as a direct cost item:

1. Schedule the services of independent testing laboratories and provide the necessary testing of materials to ensure conformance to contract requirements.

2. The printing and distribution of all required bidding documents and shop drawings, including the sets required by all necessary permitting authorities inspectors.

(9) Job Site Administration - Contractor shall provide as part of Contractor’s 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 Meetings - Hold weekly progress and coordination meetings to provide for an easy flowing project. Implement procedures and assure timely submittals, expedite processing approvals and return of shop drawings, samples, etc. Coordinate and expedite critical ordering 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 schedules. Monitor and promote safety requirements. In addition, regular project status meetings will be held between the Architect-Engineer, Owner and Contractor either biweekly or monthly, whichever is designated by the Project Manager. Use the job site meeting as a tool for preplanning of work and enforcing schedules and for establishing procedures, 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 each pending item at each subsequent meeting until resolution is achieved. Require all present to make any problems or delaying event known to those present for appropriate attention and resolution.

(b) Shop Drawing Submittals/Approvals - Review shop drawings 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.

(e) Payments to subcontractors - Develop and implement a procedure for review, processing, and payment of applications by subcontractors for progress and final payments.

(f) Document Interpretation – Refer all questions for interpretation of the documents prepared by the Architect-Engineer to the Architect-Engineer.

(g) Reports and Project Site Documents - Record the progress of the project. Submit written progress reports to the Owner and the Architect-Engineer including information on the subcontractor's work, and the percentage of completion. Keep a daily log available to the Owner, the Architect-Engineer and the Permitting Authority inspectors.

(g) Subcontractor's Progress - Prepare periodic punch lists for subcontractor's work including unsatisfactory or incomplete items and schedules for their completion.

(h) Substantial Completion - Ascertain when the work or designated 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 review. If Contractor wishes the Architect-Engineer to conduct a pre-substantial completion inspection in conjunction with Contractor’s own forces, the Architect-Engineer will prepare the pre-substantial punch list from which Contractor will develop a completion schedule. The Architect-Engineer will issue a certificate of substantial completion when the work on his pre-substantial punch list has been accomplished.

(i) Final Completion - Monitor the subcontractor's performance on the completion of the project and provide notice to the Owner and Architect-Engineer that the work is ready for final inspection. Secure and transmit to the Owner, through the Architect-Engineer, all required guarantees, affidavits, releases, bonds and waivers, manuals, record drawings, and maintenance books including the Final Completion form.

(j) Start-Up - With the Owner's personnel, direct the checkout of utilities, operations, systems and equipment for readiness and assist in their initial start-up and testing by the trade contractors.

(k) Record Drawings – During the progress of the work, the Contractor shall require the plumbing, air conditioning, heating, ventilating, elevator, and electrical subcontractors to record on their field sets of drawings the exact locations, as installed, of all conduit, pipe and duct lines whether concealed or exposed which were not installed exactly as shown on the contract drawings. The Contractor shall also record all drawing revisions that have been authorized by change order that effect wall or partition locations, door and window locations and other template changes. The exact routing of conduit runs shall be shown on these drawings.

Each 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 the sheets shall not be distributed except as noted above.

The Contractor shall review the completed As Built drawings and ascertain that all data furnished on the drawings are accurate and truly represent the work as actually installed. When manholes, boxes, underground conduits, plumbing, hot or chilled water lines, inverts, etc. are involved as part of the work, the Contractor shall furnish true elevations and locations, all properly referenced by using the original benchmark used for the institution or for this project. These As Built drawings shall be sent to the Architect-Engineer who will prepare final record drawings.

(10) Administrative Records - Contractor will maintain at the job site or home office, as agreed to by the Project Manager, on a current basis, files and records such as, but not limited to the following:

• "As-Built" Marked Prints (defined in 2.8.K)

• Bid Analysis and Negotiations

• Bid/Award Information

• Bulletin Quotations

• Contract Drawings and Specifications with Addenda

• Contract Changes

• Contracts or Purchase Orders

• Correspondence Files

• Cost Accounting Records

• Cost-Estimates

• Cost Proposal Requests

• Daily Progress Reports

• Design Handbooks

• Equipment Costs

• Equipment Purchase/Delivery Logs

• Inspection Reports

• Insurance Certificates and Bonds

• Lab Test Reports

• Labor Costs

• Material Costs

• Material Purchase Delivery Logs

• Meeting Minutes

• Monthly Progress Reports

• Operating & Maintenance Instruction

• Payment Request Records

• Payroll Records

• Project Status Reports

• PMIS Schedule and Updates

• Punch Lists

• Purchase Orders

• Sales Tax Recovery Status Reports

• Shop Drawing Submittal/Approval Logs

• Suspense (Tickler) Files of Outstanding Requirements

• Technical Standards

• Transmittal Records

• Warranties and Guarantees

The project records shall be always available to the Owner and Architect-Engineer for reference or review.

Contractor shall keep all records and supporting documentation which concern or relate to the Work hereunder for a minimum of ten (10) years from the date of termination of the Contract or the date the Project is completed, whichever is later or such longer period of time as may be required by law. Contractor shall require all of its subcontractors to likewise retain all of their Project records and supporting documentation. Owner, and any duly authorized agents or representatives of Owner, shall be provided access to all such records and supporting documentation at all times during normal business hours upon request by Owner. Further, Owner, and any duly authorized agents or representatives of Owner, shall have the right to audit, inspect and copy all of Contractor’s and any subcontractor’s Project records and documentation as often as they deem necessary and Contractor shall cooperate in any audit, inspection, or copying of the documents. This access, inspection, copying and auditing rights shall survive the termination of the Contract. Without limitation of the foregoing, Contractor shall keep and maintain public records as defined under Chapter 119, Florida Statutes that ordinarily and necessarily would be required by Owner. Contractor shall meet all requirements for retaining public records and transfer, at no cost, to Owner all public records in possession of Contractor upon termination of the Contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Owner in a format that is compatible with the information technology systems of Owner.

If at any time, Owner conducts such an audit of Contractor’s records and documentation and finds that Contractor overcharged Owner, Contractor shall pay to Owner the Overcharged Amount which is defined as the total aggregate overcharged amount. If the Overcharged Amount is equal to or greater than Ten Thousand and No/100 Dollars ($10,000.00), Contractor shall pay to Owner the Overcharged Amount and the Audit Amount which is defined as the total aggregate of Owner’s reasonable audit costs incurred, not to exceed $25,000 as a result of its audit of Contractor. Owner may recover the Overcharged Amount and the Audit Amount, as applicable, from any amount due or owing Contractor with regard to the Project or under any other agreement between Contractor and Owner. If such amounts owed by Contractor are insufficient to cover the Overcharged Amount and Audit Amount, as applicable, then Contractor hereby acknowledges and agrees that it shall pay such remaining amounts to Owner within seven

(7) business days of its receipt of Owner’s invoice for such remaining amounts. In no event shall the Overcharged Amount or the Audit Amount be deemed a reimbursable Cost of the Work. (11) Owner Occupancy:

Contractor shall provide services during the design and construction phases, which will provide a smooth and successful Owner occupancy of the project. Contractor shall provide consultation and project management to facilitate Owner occupancy and provide transitional services to get the work, as completed by the contractors, "on line" in such conditions as will satisfy Owner operational requirements. Contractor shall conduct Contractor's preliminary punch list inspection and coordinate the completion of all punch list work to be done with Owner occupancy requirements in mind. Contractor shall catalog operational and maintenance requirements of equipment to be operated by maintenance personnel and convey these to the Owner in such a manner as to promote their usability. Contractor shall provide operational training, in equipment use, for building operators. Contractor shall secure required guarantees and warranties, assemble and deliver same to the Owner in a manner that will facilitate their maximum enforcement and assure their meaningful implementation. Contractor shall continuously review "As- Built" Drawings and mark up progress prints to provide as much accuracy as possible.

The Owner will not occupy or take control of the project until the above items discussed in this paragraph have been completed and the "Substantial Completion", "Start-Up", "Record Drawing", and "Warranty" requirements have been completed to the Owner's satisfaction.

(11) Warranty:

Where any work is performed by Contractor's own forces or by subcontractors under contract with Contractor, Contractor shall warrant that all materials and equipment included in such work will be new except where indicated otherwise in Contract Documents, 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, Contractor further agrees to correct all work found by the Owner to be defective in material and workmanship or not in conformance 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.

Contractor shall collect and deliver to the Owner any specific written warranties given by others as required by the Contract Documents. Warranty Inspections will be conducted nine (9) months after Owner Occupancy. These inspections will be conducted by Contractor, Owner and Architect-Engineer if applicable.

ARTICLE 3

OWNER'S RESPONSIBILITIES

3.1 Owner's Information - The Owner shall provide full information regarding its requirements for each project.

3.2 Owner's Representative - The Owner shall designate a representative who shall be fully acquainted with the project and shall define the lines of Owner authority to approve Project Construction Budgets, and changes in any project. The Owner’s Representative shall render decisions promptly and furnish information expeditiously.

3.3 Architect and Engineer's Agreement - The Owner may retain an Architect-Engineer for design and to prepare construction documents for the project.

3.4 Site Survey and Reports - The Owner shall furnish for the project site all available surveys describing the physical characteristics, soil reports, and subsurface investigations, legal limitations, utility locations, and a legal description. Contractor shall verify locations of utilities with Dig Safe and other applicable sources and agencies. Contractor is responsible for verification of utilities and existing conditions.

3.5 Approvals and Easements - The Owner shall pay for necessary approvals, easements, assessments and charges required for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities.

3.6 Drawings and Specifications - Contractor will be furnished a reproducible set of all copies of Drawings and Specifications necessary and ready for printing.

3.7 Cost of Surveys & Reports - The services, information, surveys and reports required by the above paragraphs shall be furnished with reasonable promptness in accordance with the approved schedule at the Owner's expense, and Contractor shall be entitled to rely upon the accuracy and completeness thereof.

3.8 Project Fault Defects - If the Owner becomes aware of any fault or defect in the project or non-conformance with the drawings and specifications, the Owner shall give prompt written notice thereof to Contractor and Architect-Engineer.

3.9 Funding - The Owner shall furnish in accordance with the established schedule, reasonable evidence satisfactory to Contractor that sufficient funds will be available and committed for the cost of each part of the Project. Contractor shall not commence any work, unless authorized in writing by the Owner.

3.10 Lines of Communication - The Owner and Architect-Engineer shall communicate with the subcontractors or suppliers only through Contractor while such method of communication is effective in maintaining project schedules and quality.

3.11 Lines of Authority - The Owner shall establish and maintain lines of authority for the Owner’s personnel and shall provide this definition to Contractor and all other affected parties.

3.12 Permitting & Code Inspections - The Owner recognizes and coordinates with all necessary permitting authorities and expects Contractor to do the same.

ARTICLE 4

INSPECTION

Construction inspection for code compliance with drawing specifications and quality will be performed by inspectors working for the Owner. The building code inspection requirements shall be described as follows:

4.1 Code Inspections - All projects require detailed code compliance inspections during construction in disciplines determined by the Owner.