The School District of Lee County

CONSTRUCTION MANAGER AT

RISK AGREEMENT

(Construction Management Edition)

«Vendor_Name»

«RFQ_Title»

School Board Approved Ranking: «Board_Approval_Date»

Page 2 of 105 Initials___________ CMAR –«RFQ_Title» Revised 05.08.2025

Contents

1. CONTRACT DOCUMENTS

2. PRE-CONSTRUCTION PHASE SERVICES

3. CONSTRUCTION SERVICES

4 RELATIONSHIP OF PARTIES

5 CONTRACT AMOUNT

6 COST OF THE WORK

7. BONDS

8. INSURANCE REQUIRED OF THE CONSTRUCTION MANAGER

9. SUPERVISION AND CONSTRUCTION MANAGER’S REPRESENTATIVE

10. SUBMITTALS AND SUBSTITUTIONS

11. MATERIAL SAFETY DATA SHEET

12.. SOLICITATION OF BIDS

13. SUBCONTRACTS

14. DAILY REPORTS, RECORD CONTRACT DOCUMENTS AND MEETINGS

15. CONTRACT TIME AND TIME EXTENSIONS

16. CONTRACT TIME AND LIQUIDATED DAMAGES

17. CHANGES IN THE WORK

18. PROGRESS PAYMENTS

19. PAYMENTS WITHHELD

20. NOTICES

21. MODIFICATION

22. CLAIMS AND DISPUTES

23. TERMINATION FOR DEFAULT

24. TERMINATION FOR CONVENIENCE AND RIGHT OF SUSPENSION

25. FINAL COMPLETION

26. AUDITING RIGHTS

27. WARRANTY

28. DEFECTIVE WORK

29. INDEMNIFICATION

30. DUTY TO DEFEND

31. OTHER WORK

32. INSTRUMENTS OF SERVICE

33. USE OF PREMISES

Page 3 of 105 Initials___________

34 SAFETY

35 PROTECTION OF WORK

36. EMERGENCIES

37. CHANGED CONDITIONS

38. CLEANUP AND PROTECTIONS

39. ASSIGNMENT

40. EXHIBITS INCORPORATED

41. SECURING AGREEMENT

42. PUBLIC ENTITY CRIMES

43. EQUAL EMPLOYMENT OPPORTUNITY/NON-DISCRIMINATION

44. COMPLIANCE WITH LAWS

45. GOVERNING LAW

46. NO WAIVER

47. ENTIRE AGREEMENT

48. SEVERABILITY

49. CONSTRUCTION

50. DOE APPROVAL

51. SCRUTINIZED COMPANIES

52. PUBLIC RECORDS

53. DISPUTE RESOLUTION

54. E-VERIFY

55. SUPPLIER DEVELOPMENT

56. FORCE MAJEURE

57. FINAL PAYMENT

Page 4 of 105 Initials___________

TABLE OF EXHIBITS

Exhibit A: Supplemental Terms and Conditions

Exhibit B: Federal Grants Terms and Conditions

Exhibit C: Truth-In-Negotiation Certificate

Exhibit D: CONSTRUCTION MANAGER’S Staffing Schedule

Exhibit E: Form of Release and Affidavit

Exhibit F: Form of Payment Bond

Exhibit G: Form of Performance Bond

Exhibit H: Form of Change Order Example

Exhibit I: GMP Amendment Example

Exhibit J: OWNERS’S RFQ Documents («RFQ_No»)

Exhibit K: CONSTRUCTION MANAGER’S RFQ Submittal («RFQ_No»)

Exhibit L: Billable Rates

Page 5 of 105 Initials___________

CONSTRUCTION MANAGER AT RISK AGREEMENT

THE AGREEMENT (hereinafter “Agreement”) is made and entered into this day of 20___, by and between THE SCHOOL BOARD OF LEE COUNTY, FLORIDA, a body corporate under the laws of Florida, whose address is 2855 Colonial Blvd., Fort Myers, FL 33966 (hereinafter “OWNER”), and «Vendor_Name», a Florida limited liability company OR corporation, whose business address is «Vendor_Address», «Vendor_City_State_and_Zip_Code» (hereinafter “CONSTRUCTION MANAGER”), to perform all work (“Work”) in connection with the management and construction of the «RFQ_Title» (“Project”), located at «Project_Address» said Work being set forth in the plans and specifications being prepared by the CONSTRUCTION MANAGER and/or Engineer of Record (“Design Professional”) and all other Contract Documents hereafter specified.

OWNER and CONSTRUCTION MANAGER, for the consideration herein set forth, agree as follows:

W I T N E S S E T H:

WHEREAS, OWNER desires to obtain the construction management services of CONSTRUCTION MANAGER for «RFQ_Title» (hereinafter referred to as the “PROJECT”) located at «Project_Address», said services being more fully described in Section 1.7, “Scope of Work”; and

WHEREAS, on «RFQ_Release_Date», the OWNER issued Request for Qualifications No. «RFQ_No» (“RFQ”) for the PROJECT; and

WHEREAS, in response to the RFQ, on «RFQ_Due_Date», the CONSTRUCTION MANAGER submitted a response, which is incorporated and attached hereto for said services and was awarded a contract; and

WHEREAS, CONSTRUCTION MANAGER represents that it has expertise in the type of construction management services that will be required for the PROJECT; and

NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows:

1. CONTRACT DOCUMENTS

1.1 The Contract Documents consist of the RFQ advertisement applicable to this Work and Project

(«RFQ_No»), CONSTRUCTION MANAGER’S RFQ Submittal, this Construction Management Agreement (“Agreement”), the Exhibits described in Section 40 and any duly executed and issued addenda, Change Orders, Construction Change Directives and amendments relating thereto. Further, the term Contract Documents shall include all plans and specifications for the construction of the Project (“Construction Documents”) being prepared by Design Professional, but only after said Construction Documents have been completed by Design Professional and approved in writing by OWNER. All the foregoing Contract Documents are sometimes referred to herein as the “Contract”.

1.2 The Contract Documents are complementary and what is required by one shall be as binding as if required by all. In the event of a discrepancy between or among the Contract Document provisions, the Contract Documents shall be construed according to the following priorities:

Highest Priority: Amendments and Change Orders and Construction Change

Authorization with later date having greater priority.

Second Priority: CONSTRUCTION MANAGER’S Qualifications and Assumptions, Page 6 of 105 Initials___________ attached as Exhibit K to the OWNER-CONSTRUCTION MANAGER Agreement, as approved by OWNER and Design Professional.

Third Priority: Construction Management Agreement Fourth Priority: Addenda with later date having greater priority.

Fifth Priority: Drawings with detailed drawings taking precedence over large scale drawings.

Sixth Priority: Design Specifications.

Seventh Priority: RFQ Documents.

The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the CONSTRUCTION MANAGER. Performance by the CONSTRUCTION MANAGER shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as a licensed CONSTRUCTION MANAGER and not a Design Professional.

1.3 Design Professional shall furnish CONSTRUCTION MANAGER with five (5) sealed copies of the Construction Documents at Design Professional's cost. Any additional copies of Construction Documents, required by CONSTRUCTION MANAGER for execution of the Work, shall be made by CONSTRUCTION MANAGER at CONSTRUCTION MANAGER’S sole cost and expense. To the extent there are any additions, deletions or modifications to the Construction Documents after the initial five (5) complete sets are provided to the CONSTRUCTION MANAGER, all additions, deletions or modifications (10 of each) shall be provided to the CONSTRUCTION MANAGER at the Design Professional’s expense.

To the extent additional sets of such additions, deletions or modifications are required by the CONSTRUCTION MANAGER, they shall be provided by the Design Professional to the CONSTRUCTION MANAGER at the CONSTRUCTION MANAGER’S expense, which expense shall not be a reimbursable Cost of the Work in connection with this Project. The CONSTRUCTION MANAGER will have the option to request an electronic copy of the drawings from the Design Professional.

1.4 It is the intent of the Contract Documents to describe a functionally complete project (or portion thereof) to be constructed in accordance with the Contract Documents. Any work, materials or equipment that may reasonably be inferred from the Contract Documents as being required to complete the Work shall be supplied whether specifically called for in the Contract Documents or reasonably inferable therefrom. If the Contract Documents include words or terms that have a generally accepted technical or industry meaning, then such words or terms shall be interpreted to have such standard meaning unless otherwise expressly noted in the Contract Documents. Reference to standard specifications, manuals or codes of any technical society, organization or association or to the laws or regulations of any governmental authority having jurisdiction over the Project, whether such reference be specific or by implication, shall mean the latest standard specification, manual, code, law or regulation in affect at the time the Work is performed, except as may be otherwise specifically stated herein. Provided, however, in the event the standard specification, manual, code, law or regulation is changed after the Guaranteed Maximum Price (“GMP”) Amendment has been executed by the parties, CONSTRUCTION MANAGER shall be entitled to a Change Order equitably adjusting the Contract Amount and/or Contract Time to the extent such change materially impacts the Contract Time and/or Contract Amount. Organization of the specifications into divisions, section and articles, and arrangement of drawings shall not control the CONSTRUCTION MANAGER in dividing the Work among Subcontractors or in establishing the extent of the Work to be performed by any trade.

1.5 If, during the performance of the Work, CONSTRUCTION MANAGER discovers a conflict, error or discrepancy in the Contract Documents, CONSTRUCTION MANAGER immediately shall report same to Design Professional in writing, and before proceeding with the Work affected thereby, shall obtain a written interpretation or clarification from Design Professional. Prior to commencing each portion of

Page 7 of 105 Initials___________ the Work, CONSTRUCTION MANAGER shall first take all necessary field measurements and verify the applicable field conditions. After taking such measurements and verifying such conditions, CONSTRUCTION MANAGER shall carefully compare such measurements and conditions with the requirements of the Contract Documents, taking into consideration all other relevant information known to CONSTRUCTION MANAGER, for the purpose of identifying and bringing to OWNER’S attention all conflicts or discrepancies with the Contract Documents.

1.6 Drawings are intended to show general arrangements, design and extent of Work and are not intended to serve as shop drawings. Specifications are separated into divisions for convenience of reference only and shall not be interpreted as establishing divisions for the Work, trades, subcontracts or extent of any part of the Work. In the event of a discrepancy between or among the drawings, specifications or other Contract Document provisions, CONSTRUCTION MANAGER shall be required to comply with the provision which is the more restrictive or stringent requirement upon CONSTRUCTION MANAGER, as determined by OWNER. Unless otherwise specifically mentioned, all anchors, bolts, screws, fittings, fillers, hardware, accessories, trim and other parts required in connection with any portion of the Work to make a complete, serviceable, finished and first quality installation shall be furnished and installed as part of the Work, whether or not called for by the Contract Documents.

1.7 SCOPE OF PROJECT: Provide all pre-construction and construction management services for the HVAC Renovation at Mariner High School including AHU replacement, unit ventilators, chilled water piping, ductwork, exhaust systems, VAV boxes, and controls. Improves energy efficiency, reliability, and indoor air quality. Project to include the following:

• Replace all AHUs and unit ventilators where feasible with dual-path cooling and dehumidification units.

• Provide maximum available parts and labor warranty for all new HVAC equipment.

• Replace all existing exhaust fans with high-efficiency models integrated with BAS.

• Install new VAV boxes to support the new AHUs.

• Retrofit controls and fully integrate with the Building Automation System (BAS).

• Replace all chilled water piping with Aquatherm® or equivalent polypropylene piping.

• Clean, flush, and chemically treat the entire chilled water system.

• Replace internally insulated ductwork; clean and re-wrap externally insulated ductwork.

• Replace any damaged or corroded diffusers.

• Install Bi-Polar Ionization or approved equivalent IAQ enhancement technology.

PROJECT DESCRIPTION: Provide all Construction Management Services for the HVAC Renovation at Mariner High School.

PROJECT LOCATION: The location of this project is 701 Chiquita Blvd. N., Cape Coral, FL 33993.

CONSTRUCTION MANAGEMENT DUTIES: The Board intends to award a contract to the Respondent that it deems most qualified and responsive to this request. The scope of required services under the proposed contract shall include 2 Phases.

PROJECT PHASES: This is a two-phase project including but not limited to the following:

PHASE I – PRE-CONSTRUCTION DESIGN

The awarded Construction Management Firm will work closely with the project Architect and School Board Staff. Pre-Construction services shall include, but not limited to, conceptual design participation, Page 8 of 105 Initials___________ conceptual budgets, cost estimating, design development participation, conceptual scheduling and participation in all presentations to School Board and affiliated committees. The awarded Construction Management firm will provide full pre-construction services as indicated, but not limited to the following:

A. Pre-Construction Activities:

i. Provide or review project requirements, educational specifications, on and off-site development, survey requirements, preliminary budget, and make recommendations for revisions.

ii. Prepare project schedule, including critical path elements, responsibilities of the owner, construction manager, mechanical engineer, and outside agencies and update monthly throughout the duration of the contract.

iii. Provide project delivery options for the design, bid, and packaging of projects for efficient scheduling, cost control and financial resource management.

iv. Utilize an information and reporting system to provide the Board with accurate and current cost control, work status, including, but not limited to, work narrative, work completed/anticipated, schedules, estimated expenditures, and project accounting systems of the project at all times.

v. Provide a project manual which shall describe, at a minimum, the work plan, job responsibilities, and written procedures for reports, meetings, inspections, changes to the project, etc.

vi. Provide market analysis and motivation program for trade contractor interest for project trade package bidding.

B. Design Phase:

i. Provide value engineering recommendations to maximize the School Board’s return on capital outlay and operations resources.

ii. Attend all project-related meetings.

iii. Periodically review all design documents for constructability and, supplementing the design team primary responsibility, review for compliance with applicable laws, rules, codes, design standards, and ordinances.

iv. Periodically provide and update cost estimates and make recommendations to keep the project within the budget.

v. Periodically update the project schedule and make recommendations for recovery of lost time, if any.

vi. Secure and monitor the review and approval process of governing authorities.

PHASE II CONSTRUCTION

The awarded Construction Management Firm will provide management of construction services for all construction activities as indicated, but not limited to the following:

C. Bid And Award Phase:

i. Maintain a list of potential bidders, and subcontractors and solicit bidders.

ii. Monitor and review all addenda and coordinate code review compliance.

iii. Prepare and issue bid packages. Solicit, receive and evaluate at least three (3) bidders for each trade package.

iv. Receive and review pre-contract documents as required; with School Board staff.

v. Develop and review the schedule of values for balance of tasks vs. dollars and compliance with the project schedule.

vi. Review bids and make recommendations

vii. Provide value engineering during subcontractor bidding phase.

viii. Provide guaranteed maximum price for project.

ix. Contract with subcontractors and suppliers for all aspects of the projects.

Page 9 of 105 Initials___________

x. Provide bonding for the project.

D. Construction Phase:

i. Schedule and conduct the pre-construction conference.

ii. Provide contract administration and prepare pay requests; monitor and record the construction progress; review and approve as-builts and maintenance and warranty manuals from all subcontractors; and keep a log of all site visits and observations.

iii. Develop and implement procedures to monitor, record, review, and approve all submittals, shop drawings, change orders, pay requests, and field orders for budget and schedule impact, and compliance with the contract documents.

iv. Provide inspection and quality control of all work. The Owner will engage a Building Official to inspect materials and provide material testing, including progress inspection approvals, substantial completion, final completion and all occupancy inspections.

v. Ensure that the trade contractors are keeping as-builts up to date.

vi. Make recommendations for correction of nonconforming or substandard work, if any.

vii. Coordinate ordering and delivery of owner-supplied equipment.

viii. Coordinate the testing, inspections and approvals of project, delivery of instructions for operating all building systems, including training of maintenance staff for the owner.

ix. Prepare final project accounting and provide written evaluation of major subcontractors.

x. Construction Management may perform construction services, if approved by the School

Board and upon justification of benefits to contract such as savings in cost, in time, improved quality or other issues relevant to delivery of the project within terms of the contract.

Construction Management may perform Construction Services as authorized by law in cases of emergency under procedures approved by the School Board.

xi. Attend all project related meetings, prepare and distribute minutes.

E. Minimum One-Year Warranty:

i. Assist owner in completion of warranty work during the warranty period.

ii. Assist owner in the warranty inspections and completion of required work generated by the inspections.

iii. Assist in the transfer of the project to the School Board including the delivery of as-builts, warranties, guarantees, and operating instructions.

This is a renovation school construction project. Construction Management work will comply with Florida State Statutes, State Requirements for Educational Facilities (SREF), School Board requirements, SMART School criteria and all codes relevant to school construction.

1.8 The term “Work” means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all labor, materials, equipment and services provided or to be provided by the CONSTRUCTION MANAGER to fulfill the CONSTRUCTION MANAGER’S obligations. The Work may constitute the whole or a part of the Project. In the event the CONSTRUCTION MANAGER becomes aware of a violation of Florida State Statutes, State Requirements for Educational Facilities (SREF), School Board requirements, SMART School criteria and codes, CONSTRUCTION MANGER shall promptly notify OWNER and the Architect in writing.

2. PRE-CONSTRUCTION PHASE SERVICES

2.1 CONSTRUCTION MANAGER shall review and comment upon the Construction Documents being developed by Design Professional. The CONSTRUCTION MANAGER shall make recommendations with respect to selection of systems and materials, and cost-reducing alternatives, including assistance to

Page 10 of 105 Initials___________ the Design Professional 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 CONSTRUCTION MANAGER shall furnish pertinent information as to the availability of materials and labor that will be required. The CONSTRUCTION MANAGER shall submit to the OWNER, the Permitting Authority (if necessary) and the Design Professional such comments as may be appropriate concerning construction feasibility and practicality. The CONSTRUCTION MANAGER, without assuming any architectural or engineering responsibility, shall call to the OWNER’S and the Design Professional’s attention any apparent or perceived defects, errors, omissions, ambiguities and/or inconsistencies in the design, the Drawings, the Specifications and other Contract Documents, that the CONSTRUCTION MANAGER discovers in their review of the Contract Documents. As the Construction Documents are developed by Design Professional through the various design phases set forth in the Design Professional Services Agreement between Design Professional and OWNER (“Design Agreement”), CONSTRUCTION MANAGER shall provide OWNER with detailed construction cost estimates with respect to those documents. CONSTRUCTION MANAGER agrees to attend any and all design and preconstruction conferences and to otherwise assist and cooperate with Design Professional with respect to the design of the Project. CONSTRUCTION MANAGER shall provide all other services during the Pre-Construction Phase of the Project as set forth in the Contract Documents.

To the extent the Project involves renovation of existing facilities, the CONSTRUCTION MANAGER shall participate in and assist the Design Professional in preparing an analysis of the condition of existing structures, existing finishes and existing equipment, code deficiencies, energy use, and life expectancy of other building systems.

2.2 Review Reports: Within fourteen (14) calendar days after receiving the documents produced by Design Professional, CONSTRUCTION MANAGER shall perform a specific review thereof. Within the same fourteen (14) calendar day period, CONSTRUCTION MANAGER shall submit to OWNER, with copies to Design Professional, a written report covering suggestions or recommendations previously submitted, additional suggestions or recommendations as CONSTRUCTION MANAGER may deem appropriate, and all actions taken by Design Professional with respect to same, any comments CONSTRUCTION MANAGER may deem to be appropriate with respect to separating the Work into separate subcontracts, alternative materials, and any other appropriate or required comments. With respect to any suggested subcontract work, CONSTRUCTION MANAGER shall include within the written report a list of potential subcontractors/suppliers to potentially perform such subcontract work.

2.3 AT THE TIME THE GMP IS MUTUALLY ESTABLISHED, EXCEPT ONLY AS TO SPECIFIC MATTERS AS MAY BE IDENTIFIED IN THE GMP AMENDMENT, THE CONSTRUCTION MANAGER SHALL BE DEEMED TO HAVE

WARRANTED TO OWNER, WITHOUT ASSUMING ANY ARCHITECTURAL OR ENGINEERING

RESPONSIBILITY, THAT THE CONSTRUCTION DOCUMENTS ARE CONSISTENT WITH EACH OTHER,

PRACTICAL, FEASIBLE AND CONSTRUCTABLE. FURTHER, THE CONSTRUCTION MANAGER SHALL BE

DEEMED TO HAVE WARRANTED TO OWNER THAT THE WORK DESCRIBED IN THE CONSTRUCTION

DOCUMENTS FOR THE VARIOUS BIDDING PACKAGES IS CONSTRUCTABLE WITHIN THE CONTRACT TIME

AND COST.

2.4 Long Lead Procurement: CONSTRUCTION MANAGER shall review the Project design for the purpose of identifying long lead procurement items (machinery, equipment, materials and supplies) and consult with Design Professional concerning same. When each item is identified, CONSTRUCTION MANAGER shall notify the subcontractors, OWNER and Design Professional of the required procurement and schedule. Such information shall be included in the bid documents and made a part of all affected subcontracts. CONSTRUCTION MANAGER shall keep itself informed of the progress of the respective subcontractors or suppliers, manufacturing or fabricating such items, and advise OWNER and Design Professional of any problems or possible delays in delivery.

Page 11 of 105 Initials___________

2.5 Interfacing: CONSTRUCTION MANAGER shall take such measures as are appropriate to provide that all construction requirements will be covered in the separate procurement of long lead items, the separate construction subcontractors and the general conditions items without duplication or overlap, and 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 the other separate subcontractors.

2.6 Without assuming any design responsibilities of Design Professional, CONSTRUCTION MANAGER shall include in the reports required, comments on overlap with any other separate subcontracts, omissions, lack of correlation between drawings, and any other deficiencies noted, in order that Design Professional may arrange for necessary corrections.

2.7 In the Preconstruction Phase, the OWNER shall furnish the following with reasonable promptness and at the OWNER’S expense. Except to the extent that the CONSTRUCTION MANAGER knows of any inaccuracy, the CONSTRUCTION MANAGER shall be entitled to rely upon the accuracy of any such information, reports, surveys, drawings and tests described in Subsections 2.7.1 through 2.7.4 but shall exercise customary precautions relating to the performance of the Work.

2.7.1 Reports, surveys, drawings and tests concerning the conditions of the site, which are required by law.

2.7.2 Surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All information on the survey shall be referenced to a project benchmark.

2.7.3 The services of a geotechnical engineer, if and when such services are requested by the OWNER.

Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate professional recommendations.

2.7.4 Structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and other laboratory and environmental tests, inspections and reports which are required by law.

2.7.5 The services of other consultants when such services are reasonably required by the scope of the Project and are requested by the CONSTRUCTION MANAGER.

3. CONSTRUCTION SERVICES

3.1 After the Construction Documents have been sufficiently completed by Design Professional and approved by OWNER for all of the Work (or such portions thereof as may be designated by OWNER in writing), and OWNER and Construction Manger have agreed in writing upon the Guaranteed Maximum Price (GMP) to be paid CONSTRUCTION MANAGER and the Contract Time for the Work (or designated

Page 12 of 105 Initials___________ portions thereof) as hereafter provided, CONSTRUCTION MANAGER shall furnish and pay for all management, supervision, financing, labor, materials, tools, fuel, supplies, utilities, equipment and services of every kind and type necessary to diligently, timely and fully perform and complete in a good and workmanlike manner the construction of the Work (or designated portions thereof) in accordance with all of the terms and conditions of the Contract Documents. CONSTRUCTION MANAGER understands that all Work pursuant to this Contract shall comply with Florida Statutes Section 255.2575, which mandates the construction of energy-efficient and sustainable buildings. In order to meet this standard, all Construction Documents will reflect a building and site that will be constructed to meet the Leadership in Energy and Environmental Design (LEED) rating system. If CONSTRUCTION MANAGER determines that any of the Construction Documents do not comply with the LEED rating system, CONSTRUCTION MANAGER will notify OWNER in writing.

3.2 CONSTRUCTION MANAGER shall provide the following services in addition to any other Construction Services required by the terms of this Contract:

3.1.1 CONSTRUCTION MANAGER shall arrange for all job-site facilities as required by OWNER and necessary to enable CONSTRUCTION MANAGER and Design Professional to perform their respective duties.

3.1.2 CONSTRUCTION MANAGER’S administration of the Work shall include the following:

3.1.2.1 Maintain a log of daily activities, including manpower records, weather, delays, major decisions, etc.

3.1.2.2 Maintain a roster of companies on the Project with names and telephone numbers of key personnel;

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

3.1.2.4 Provide labor relations management for a harmonious, productive Project.

3.2 CONSTRUCTION MANAGER also shall provide job site administration functions during construction to assure proper documentation, including but not limited to the following:

3.2.1 Job Meetings: Conduct a preconstruction conference with each subcontractor after award of the subcontract and prior to the start of its portion of the Work. Hold weekly progress and coordination meetings, or more frequently if required by Work progress, to provide for the timely completion of the Work. In addition, CONSTRUCTION MANAGER shall arrange and conduct regular monthly Project status meetings with Design Professional and OWNER, as well as use industry standard project administration software and programs that can interface and integrate with OWNER’S information technology (IT) system or provide a web-based system with acceptable access to OWNER. CONSTRUCTION MANAGER shall use the job site meetings as a tool for the preplanning of Work and enforcing schedules, and for establishing procedures, responsibilities, and identification of authority for all parties to clearly understand. During these meetings, CONSTRUCTION MANAGER shall identify the party or parties responsible for following up on any problems, delay items or questions, and CONSTRUCTION MANAGER shall note the action to be taken by such party or parties. CONSTRUCTION MANAGER shall revisit each pending item at each subsequent meeting until resolution is achieved. CONSTRUCTION MANAGER shall attempt to obtain from all present any problems or delaying event known to them for

Page 13 of 105 Initials___________ appropriate attention and resolution. CONSTRUCTION MANAGER shall prepare and promptly distribute meeting minutes.

3.2.2 Shop Drawing Submittals/Approvals: Provide staff to review and approve shop drawings and other submittals and to implement procedures for transmittal to Design Professional of such submittals for action, and closely monitor their review process.

3.2.3 Material and Equipment Expediting: Provide staff to closely monitor material and equipment deliveries, check and follow-up on supplier commitments for all subcontractors and maintain a material and equipment expediting log.

3.2.4 Payments to Subcontractors: Develop and implement a procedure for the review, processing and payment of applications by subcontractors for progress and final payments.

3.2.5 Document Interpretation: Refer all questions for interpretation of the Contract Documents to Design Professional in writing.

3.2.6 Reports and Project Site Documents: Record the progress of the Work. Submit written progress reports to OWNER and Design Professional, including information on subcontractors’ Work, and the percentage of completion. Keep a daily log available to OWNER, Design Professional, and any permitting authority inspectors.

3.2.7 Subcontractors Progress: Prepare periodic punch lists for subcontractors’ work including unsatisfactory or incomplete items and schedules for their completion.

3.2.8 Substantial Completion: Pursuant to the provisions, ascertain when the Work or designated portions thereof are ready for Design Professional’s Substantial Completion inspections. From the punch lists of incomplete or unsatisfactory items prepared by CONSTRUCTION MANAGER and reviewed and supplemented by Design Professional, prepare a schedule for their completion indicating completion dates for OWNER’S review.

3.2.9 Final Completion: Monitor the subcontractors’ performance on the completion of the Work and provide notice to OWNER and Design Professional when the Work is ready for final inspection.

Secure, review and certify compliance with the Contract Documents, then transmit to OWNER, through Design Professional, all required guarantees, warranties, affidavits, releases, bonds, waivers, manuals, record drawings, and maintenance books.

3.3 Start-Up: With OWNER’S personnel, direct the check-out of utilities, operations, systems and equipment for readiness and assist in their initial start-up and testing by the subcontractors.

3.4 Record Drawings: CONSTRUCTION MANAGER shall monitor the progress of its own forces and its subcontractors on marked up field prints which shall be developed by CONSTRUCTION MANAGER into the final record drawings.

3.5 CONSTRUCTION MANAGER shall physically or electronically maintain at the Project site current originals or copies of all Project files and records, including, but not limited to, the following administrative records:

Subcontracts and Purchase Orders Executed subcontractor change orders and supporting pricing documentation

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Subcontractor partial and final lien releases Subcontractor Licenses (to be first provided prior to the Commencement of the Work) Shop Drawing Submittal/ Approval Logs Equipment Purchase/Delivery Logs Contract Drawings and Specifications with Addenda Warranties and Guarantees Cost Accounting Records Labor Costs Material Costs Equipment Costs Cost Proposal Request Payment Request Records Meeting Minutes Cost-Estimates Bulletin Quotations Lab Test Reports Insurance Certificates and Bonds Subcontractors Default Insurance Endorsements/Certificates Contract Changes Permits Material Purchase Delivery Logs Technical Standards Design Handbooks “As-Built” Marked Prints Operating & Maintenance Instruction Daily Progress Reports Monthly Progress Reports Correspondence Files Transmittal Records Inspection Reports Bid/Award Information Bid Analysis and Negotiations Punch Lists PMIS Schedule and Updates Suspense (Tickler) Files of Outstanding Requirements Policy and Procedure Manual

The Project files and records shall always be available to OWNER and Design Professional or their designees for reference, review or copying. Further, Project Manager shall deliver to OWNER and keep updated concurrently with all payment applications, the names and licenses of all subcontractors performing any Work on the Project.

3.6 CONSTRUCTION MANAGER shall use industry standard project administration software and programs that can interface and integrate with OWNER’s project tracking system and information technology (IT) systems. CONSTRUCTION MANAGER shall submit any documentation and/or information for the Project to the OWNER through the project tracking system. Any documentation, where the original document is required, shall be submitted to the OWNER’s representative for the Project. OWNER shall provide CONSTRUCTION MANAGER access to interface and integrate with the OWNER’s project

Page 15 of 105 Initials___________ tracking system and information technology (IT) systems. This is limited to the purpose of this Agreement.

3.7 CONSTRUCTION MANAGER shall provide the following services with respect to the Work, to facilitate the smooth, successful and timely occupancy of the Project by OWNER:

3.7.1 CONSTRUCTION MANAGER shall provide consultation and Project management to facilitate OWNER’S occupancy of the Project and provide transitional services to place the Work “online” in such conditions as will satisfy OWNER’S operations requirements. The services include CONSTRUCTION MANAGER’S coordination of the delivery of OWNER supplied furniture, fixtures and equipment for the Project.

3.7.2 CONSTRUCTION MANAGER shall catalog operational and maintenance requirements of equipment to be operated by maintenance personnel and convey these to OWNER in such a manner as to promote their usability. CONSTRUCTION MANAGER shall provide OWNER’S operations and maintenance personnel with operations and maintenance training with respect to the equipment and systems being provided as part of the Work. This training may be videotaped by OWNER for subsequent presentation to OWNER’S operations and maintenance personnel.

3.7.3 CONSTRUCTION MANAGER shall secure required guarantees and warranties and shall assemble and deliver same to OWNER in the manner required by OWNER.

3.8 CONSTRUCTION MANAGER shall have the sole responsibility of satisfying itself concerning the nature and location of the Work and the general and local conditions, and particularly, but without limitation, with respect to the following: those affecting transportation, access, legal disposal, handling and storage of materials; availability and quality of labor; water and electric power; availability and condition of roads; work area; living facilities; climatic conditions and seasons; physical conditions at the work-site and the Project area as a whole; topography and ground surface conditions; nature and quantity of the surface materials to be encountered; subsurface conditions; equipment and facilities needed preliminary to and during performance of the Work; and all other costs associated with such performance. The failure of CONSTRUCTION MANAGER to acquaint itself with any applicable conditions shall not relieve CONSTRUCTION MANAGER from any of its responsibilities to perform under the Contract Documents, nor shall it be considered the basis for any claim for additional time or compensation. The GMP does not include allocations for subsurface concealed conditions that are neither identifiable nor foreseeable unless disclosed to CONSTRUCTION MANAGER by OWNER’S testing or any other surveys disclosed to CONSTRUCTION MANAGER. If CONSTRUCTION MANAGER encounters such an unidentifiable and unforeseeable concealed condition, then CONSTRUCTION MANAGER may make a Claim for an equitable adjustment of the GMP and/or the Contract Time as provided by this Agreement.

3.9 CONSTRUCTION MANAGER shall locate all existing roadways, railways, drainage facilities and utility services above, upon, or under the Project site, said roadways, railways, drainage facilities and utilities being referred to in this Subsection 3.8 as the “Utilities”. CONSTRUCTION MANAGER shall contact the owners of all Utilities to determine the necessity for relocating or temporarily interrupting any Utilities during the construction of the Project. CONSTRUCTION MANAGER shall schedule and coordinate its Work around any such relocation or temporary service interruption. CONSTRUCTION MANAGER shall be responsible for properly shoring, supporting and protecting all Utilities at all times during the course of the Work.

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3.10 If during the performance of the Work, CONSTRUCTION MANAGER or any subcontractor, sub-subcontractor, agent, employee or anyone else for whom CONSTRUCTION MANAGER is legally liable, causes a disruption to any Utilities service to other facilities or customers within the Project area, CONSTRUCTION MANAGER shall take all actions necessary and required to immediately restore such Utilities service. If CONSTRUCTION MANAGER fails to take such immediate actions OWNER shall have the right to take whatever actions it deems necessary and required to immediately restore the disrupted services, and all costs incurred by OWNER as a result thereof shall be reimbursed to OWNER by CONSTRUCTION MANAGER within five (5) calendar days of written demand for same from OWNER.

3.11 CONSTRUCTION MANAGER shall prepare and provide the various schedules set forth in Exhibit A to the Agreement. Said schedules shall include but not be limited to an overall progress schedule for the Project by CONSTRUCTION MANAGER hereunder, but also shall include Design Professional’s performance schedules (“Master Project Schedule”). The CONSTRUCTION MANAGER shall, at the time of submission of the GMP and proposed Amendment No. 1 to the Agreement, submit to the OWNER and the Design Professional a complete construction schedule in Critical Path Method (CPM) format with a baseline (the “Schedule”). The OWNER and Design Professional shall have the right to approve the Schedule. If disapproved, the CONSTRUCTION MANAGER shall revise the Schedule so that it meets with the OWNER’S and Design Professional’s approval. The Schedule shall be complete in all respects, covering, in addition to all Work, activities and interfaces with all Subcontractors at the site of the Work, offsite activities such as design and fabrication, allowance for delays, submittals, procurement and jobsite delivery of CONSTRUCTION MANAGER-furnished materials and equipment. The Schedule shall include, but not be limited to, the following:

Activities showing scheduled start and finish;

Brief description of each activity;

Relationships between activities;

Contractual and other major milestones.

The Schedule will be updated on a monthly basis.

3.12 The CONSTRUCTION MANAGER shall be required to comply with the Schedule, The Schedule shall not be changed except in accordance with the provisions of the Contract Documents, and any and all appropriate changes shall be documented by applicable Change Orders.

3.13 The Master Project Schedule and all other schedules required hereunder shall be updated by CONSTRUCTION MANAGER as often as is specified in Exhibit A to the Agreement. The Master Project Schedule and all updates to it shall be subject to OWNER’S and Design Professional’s review and comment. CONSTRUCTION MANAGER’S submittal of a satisfactory Master Project Schedule and updates thereto and OWNER’S acceptance of same shall be a condition precedent to OWNER’S obligation to pay CONSTRUCTION MANAGER.

3.14 The CONSTRUCTION MANAGER shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. The CONSTRUCTION MANAGER shall not damage or endanger a portion of the Work or fully or partially completed construction of the OWNER or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The CONSTRUCTION MANAGER shall not cut or otherwise alter such construction by the OWNER or a separate CONSTRUCTION MANAGER except with written consent of the OWNER and of such separate contractor; such consent shall not be unreasonably withheld. The CONSTRUCTION MANAGER shall not unreasonably withhold from the OWNER or a separate contractor the CONSTRUCTION MANAGER’S consent to cutting or otherwise altering the Work.

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3.15 The CONSTRUCTION MANAGER shall provide the OWNER and Design Professional access to the Work in preparation and progress wherever located.

3.16 The CONSTRUCTION MANAGER shall cause all required inspections and approvals by any public authority to be performed.

3.17 The CONSTRUCTION MANAGER shall cooperate in any audit, inspection, or copying/scanning of all documents requested by the OWNER or the OWNERS’S designated representative. The CONSTRUCTION MANAGER will provide such documentation in a timely and efficient manner.

4 RELATIONSHIP OF PARTIES

4.1 CONSTRUCTION MANAGER accepts the relationship of trust and confidence established by this

Agreement. CONSTRUCTION MANAGER covenants with OWNER to cooperate with Design Professional; to utilize CONSTRUCTION MANAGER’S best skill, efforts and judgment in furthering the interest of OWNER; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in the best way and the most expeditious and economical manner, consistent with the interests of OWNER. Further, CONSTRUCTION MANAGER acknowledges that (i) it has represented to OWNER that it has specific expertise in the planning, management and construction of school facilities and (ii) that such representation is a material inducement to OWNER to enter into this Contract.

4.2 Wherever the terms of this Contract refer to some action, consent, or approval (excluding approvals of Change Orders, Construction Change Directives or amendments to the Contract) to be provided by OWNER or some notice, report or document is to be provided to OWNER, such reference to “OWNER” shall mean OWNER, OWNER’S staff, or OWNER’S designee (to the extent such designee has been expressly authorized by OWNER in writing), unless otherwise stated herein.

4.3 Subject to the provisions of the Agreement, it is not the CONSTRUCTION MANAGER’S responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the CONSTRUCTION MANAGER observes that portions of the Contract Documents are at variance therewith, the CONSTRUCTION MANAGER shall promptly notify the Design Professional and OWNER in writing, and necessary changes shall be accomplished by appropriate Modification. If the CONSTRUCTION MANAGER performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Design Professional and OWNER, the CONSTRUCTION MANAGER shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction.

5 CONTRACT AMOUNT

5.1 In consideration of the full and faithful performance by CONSTRUCTION MANAGER of the covenants in this Contract, OWNER agrees to pay, or cause to be paid, to CONSTRUCTION MANAGER the following amounts (herein “Contract Amount”), in accordance with the terms of this Contract.

5.2 Pre-Construction Phase Services. For all Pre-Construction Phase Services, including, but not limited to, providing value engineering services, reviewing Construction Documents for constructability, assisting and meeting with Design Professional during the various design phases, and preparing cost estimates, CONSTRUCTION MANAGER shall receive the not-to-exceed amount of $ XX,XXX.00 for Phase I as the total compensation for its services. Understanding it is the intent of the OWNER for CONSTRUCTION MANAGER, pursuant to this two-phase agreement for pre-construction and construction services, to complete both phases, CONSTRUCTION MANAGER hereby agrees that if

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CONSTRUCTION MANAGER elects not to proceed in good faith in providing a GMP to perform the Work and complete the Project, CONSTRUCTION MANAGER shall refund, in full, the not-to-exceed amount received from OWNER in connection with the pre-construction phase services. The parties agree that a refund of such not-to-exceed amount represents a fair and reasonable estimate of OWNER’S actual damages at the time of contracting if CONSTRUCTION MANAGER fails to proceed forward in good faith in providing a GMP to perform the Work and complete the Project, as the failure will result in OWNER engaging a new construction manager for duplicative services. In such event, Project Manager agrees that—despite refunding the not-to-exceed fee—OWNER shall retain any and all rights to any efforts and input made by CONSTRUCTION MANAGER during the pre-construction phase, to include, without limitation, any and all documents or intellectual property created or provided by CONSTRUCTION MANAGER which relate or concern the Work, the Project or the Contract. In the event that the OWNER does not agree with the CONSTRUCTION MANAGER upon a GMP and/or Contract Time, or if prior to commencement of the construction phase the OWNER otherwise chooses for any reason whatsoever, with or without cause, not to proceed with the CONSTRUCTION MANAGER for the construction phase of this agreement, then the CONSTRUCTION MANAGER agrees that the CONSTRUCTION MANAGER’S right to receive the fee for preconstruction phase services shall be the CONSTRUCTION MANAGER’S sole and exclusive compensation and remedy, and the CONSTRUCTION MANAGER shall have no further right or claim against the OWNER whatsoever, and this Agreement shall otherwise be deemed terminated and cancelled. In such event, the OWNER shall have no further liability to CONSTRUCTION MANAGER whatsoever.

5.3 Guaranteed Maximum Price (GMP) Proposal. CONSTRUCTION MANAGER, in preparation of the GMP, shall make all reasonable efforts and strive to obtain at least three (3) written and sealed bids for each category of the Work to be performed. CONSTRUCTION MANAGER agrees to provide OWNER with a GMP for the total sum of the Construction Management Fee plus the General Conditions, plus the Cost of the Work within forty-five (45) calendar days after the Construction Documents are, in OWNER’S and Construction Mangers opinion, completed by Design Professional and approved in writing by OWNER.

The GMP is the combined total not-to-exceed amount of the Cost of Work, the General Conditions and the CONSTRUCTION MANAGER’S Fee. The GMP shall be based upon the previous cost estimates provided by CONSTRUCTION MANAGER as required hereunder. Further, the proposal shall be broken down into the categories and level of detail required by OWNER. CONSTRUCTION MANAGER agrees that all of its books, records and files, with respect to its development of the guaranteed maximum price proposal, shall be open to OWNER for review and copying. The final guaranteed maximum price shall be mutually agreed upon by OWNER and CONSTRUCTION MANAGER and shall be set forth in the GMP Amendment. The form for GMP Amendment is attached hereto as Exhibit I. CONSTRUCTION MANAGER shall provide a detailed breakdown of the GMP acceptable to OWNER.