Attachment C_Contract Agreement.pdf

ATTACHEMENT C

FLORIDA DEPARTMENT OF JUVENILE JUSTICE

Ron DeSantis | Governor Matthew J. Walsh, MSW | Secretary

The mission of the Florida Department of Juvenile Justice is to enhance public safety through high-quality effective services for youth and families delivered by world-class professionals dedicated to building a stronger, safer Florida.

2737 Centerview Drive Tallahassee, Florida 32399-3100 (850) 488-1850

FACILITY SERVICES

AGREEMENT BETWEEN OWNER AND CONSTRUCTION

MANAGER

Where the Construction Manager is the Constructor for

MINOR PROJECTS

(Statewide Continuing Area Contracts)

STATE CONTRACT NO. ZC-TBD

STATE PROJECT NO.: DJJ –To Be Determined (TBD)

STATE MV DESIGNATION: TBD

CATEGORY CODE: TBD

ORGANIZATION CODE: TBD

EXPANSION OPTION CODE: TBD

PROJECT NAME: TBD

PROJECT LOCATION: TBD

CONSTRUCTION MANAGER: TBD

Phone: TBD Facsimile: TBD Federal Tax I. D. No.: TBD

ARCHITECT-ENGINEER: TBD

CONTRACT NO.: ZC-TBD DJJ-TBD

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TABLE OF CONTENTS

Article 1 Project Team and Extent of Agreement 3

Article 2 Construction Manager’s Services 5

Article 3 Owner’s Responsibilities 8

Article 4 Permitting and Inspections 8

Article 5 Bidding the Work and Subcontracts 9

Article 6 Schedule, Time of Commencement and Substantial Completion 10

Article 7 Guarantee Maximum Price for Construction 11

Article 8 Construction Manager’s Expenses 12

Article 9 Cost of the Project and Construction Manager’s Fee 13

Article 10 Changes in the Project 15

Article 11 Discounts Penalties and Materials Salvage 15

Article 12 Payments to Construction Manager 15

Article 13 Insurance, Indemnity and Waiver of Subrogation 16

Article 14 Termination of the Agreement and Owner’s Right to Perform Construction Manager’s Obligation… 19

Article 15 Assignment and Governing Law 20

Article 16 Notice of Claim: Waiver of Remedies; No Damages for Delay 21

Article 17 Miscellaneous 21

SIGNATURE PAGE 24

Note: The exhibits listed below are incorporated for reference. Their use is to be determined per each individual Project.

EXHIBIT A Project Team Assigned Representatives 25 EXHIBIT B Not Used n/a EXHIBIT C Construction Manager’s Personnel 26 EXHIBIT D Certificate of Substantial Completion 27 EXHIBIT E Construction Manager’s Affidavit of Contract Completion 28 Certificate of Contract Completion 29 EXHIBIT F Not Used n/a EXHIBIT G Not Used n/a EXHIBIT H Not Used n/a EXHIBIT I Construction Manager’s Personnel to be Assigned During Construction Off-Site 30 EXHIBIT J Not Used n/a EXHIBIT K Construction Manager’s Certificate of Partial Payment 31 EXHIBIT M Items to be Submitted with Construction Manager’s/Contractor’s Request for Final Payment 33 EXHIBIT N Not used n/a EXHIBIT O Facilities Services Minority Business Data Form 34

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TERMS AND CONDITIONS OF

AGREEMENT BETWEEN OWNER AND CONSTRUCTION MANAGER

for

MINOR PROJECTS

THIS AGREEMENT, BY AND BETWEEN THE STATE OF FLORIDA, DEPARTMENT OF JUVENILE JUSTICE, hereinafter called the OWNER, and

«CONTRNAME»

«STATECORP»

«CONTRSTREET»

«CITYSTATEZIP»

PHONE: «ContrPhone», FEDERAL TAX I.D. NUMBER: «FEIDNum» hereinafter called the CONSTRUCTION MANAGER (CM), For:

Individual minor construction services (hereinafter called the “Project”) periodically implemented in connection with this Statewide Continuing Area Contract for Minor Projects in the State of Florida, as so selected by the Owner. Each Activation issued pursuant to this Agreement shall have costs to Owner not to exceed $7,725,000.

For the Owner’s Construction Budget of: $ To Be Determined (TBD) per each Project

The Owner and CM agree to the following terms for each Project undertaken by the CM pursuant to this Agreement:

ARTI CL E 1

PRO J ECT T EA M AND EXT EN T O F AG REE MEN T

The CM agrees to provide professional services for each Owner assigned project only upon written Activation of the Contract.

1.1 The CM covenants with the Owner to cooperate with the Architect-Engineer (AE) in furthering the interests of the

Owner. The CM agrees to complete the Project in a manner consistent with the best interests of the Owner.

1.2 Project Team - The CM, the Owner, and the AE, called the “Project Team” shall work jointly during design and through final construction completion and shall be available thereafter should additional services be required for each individual Project.

1.3 Extent of Agreement – This Agreement is complementary to the scope of Work, drawings, specifications and other descriptive documents defining the Project. This Agreement between the Owner and CM supersedes any prior negotiations, representations or agreements. Where this Agreement is expressly in conflict with the Conditions of the Contract, this Agreement will prevail. Where this Agreement is silent, the Conditions of the Contract, and the requirements of the Drawings and Specifications will prevail. This Agreement may be amended only by written instrument signed by the Owner and the CM.

1.4 Reference – Reference is also made to the following documents hereinafter referred to as the “Contract Documents”:

Conditions of the Contract/Agreement, Instruction to Bidders, Request for Qualifications TBD-CM, Bid Form; DMS Construction Contract Project Manual; AIA Documents A201, A201/CMa, B141, B141/CMa, C141 and Modifications, Supplementary General and Special Conditions, Drawings, Technical Specifications, all addenda issued prior to execution of this Agreement and all modifications issued subsequent thereto. The term “Contractor” as used in the aforementioned documents shall mean Construction Manager.

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1.5 Definitions

Activation – The written notice that serves as the acceptance of the CM’s proposed GMP and Notice to Proceed for each individual Project issued in accordance with this Contract and is considered part of the Contract Documents.

Agreement – means Contract, and the terms will be used interchangeably.

Architect-Engineer (AE) – The Architect-Engineer identified herein or through separate Agreement with the Owner, and their key personnel assigned to the Project. The AE shall not change any of these key personnel without first obtaining the written consent of the Owner. The AE is an independent contractor and not an agent, representative or employee of the Owner. The AE may or may not be utilized on Minor Projects. It is the CM’s responsibility to verify with the Owner the designated AE.

Authorization – The Authorization serves as a modification (i.e. additional services, changes orders) to the Activation for each individual Project issued in accordance with this contractual agreement and is considered part of the Contract Documents.

Close-Out Documents – Items required prior to submittal of the Final Pay Request. Such items are listed in Exhibit M and may be requested at the discretion of the Owner for each Project.

Construction Manager (CM) – The Construction Manager delineated on Page One of this Agreement and their key personnel assigned to the Project.

Cost of the Project - Shall mean CM’s costs including General Conditions costs, incurred in the Project as described and defined herein, and paid or incurred by the CM less any reimbursement for scrap value and cash or trade discounts.

Estimate – The Construction Manager’s latest estimate of probable project construction costs.

Estimated Cost of the Work/Project (ECOW) – Estimation of the cost of construction based on subcontractor price quotes before Construction Manager’s Fee.

Final Completion – Shall mean that the Project is finally completed in accordance with the contract documents and that all deficiencies, patching, alternations and punch list items are complete. Completion and delivery to the Owner of the Close-Out Documents is required for the project to meet Final Completion.

Guaranteed Maximum Price (GMP) – The GMP guarantees the maximum price to the Owner, for the construction costs of the Project or designated part thereof. The GMP shall be inclusive of the cost for subcontracts, supply contracts, direct labor costs, direct supervision costs and direct job cost overhead and profit as defined in this agreement. The GMP includes Cost of the Project required by the Contract Documents for each Project, the CM's fee, contingency, taxes which are legally enacted at the time the GMP is established, trade category costs, allowances and other costs which are properly reimbursable as costs of the Project.

Minority Business Enterprise (MBE) – The Construction Manager is encouraged to subcontract with minority business certified by the Office of Supplier Diversity (OSD) whenever possible in the best interests of the Project.

Owner – The State of Florida, Department of Juvenile Justice.

Owner’s Construction Budget – The funds budgeted and requested for Construction of the Project, including, but not limited to, all Construction Management Fees and Costs of the Project/Work. The Owner’s Construction Budget is dependent upon Legislative appropriation. It is exclusive of AE professional services. This acknowledgement of the Owner’s budget is not to be considered as the Construction Manager’s Guaranteed Maximum Price. A Guaranteed Maximum Price shall be offered by separate documentation as outlined herein.

Permitting Authority – The authorities with jurisdiction over inspecting and permitting in the area in which the project is located and/or responsibility for the scope of the project or specific portion of the work within the project.

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Permitting Authority (SFM) – The State of Florida, State Fire Marshal, Bureau of Fire Prevention, Plans Review Section, 325 John Knox Rd. #312 Tallahassee, Florida 32303 (850) 413-3170. The Plans Review Section reviews 100% construction documents and is responsible for code inspections on projects administered by the Owner.

Project or the Work – These terms may be used interchangeably. The Project is the total Work specified to be performed under this Agreement and each Activation for the Owner. The Project consists of planning, design, code compliance reviews, permitting, construction and code inspections necessary to build the component parts of the Project.

Project Manager (PM) – The person designated by the Owner to provide direct interface with the Project Team with respect to the Owner’s responsibilities. The PM shall define the lines of Owner authority to approve Project Construction Budgets, and changes in Project. The PM shall perform his/her duties promptly and furnish information expeditiously.

The PM shall not have the authority to bind the Owner in any contract or amendment unless authorized in writing by the Secretary or other designee authorized to sign authority on behalf of the Owner.

Project Team – The Owner’s assigned staff and Project Manager, assigned Detention Services staff, assigned Residential Services staff, assigned Probation & Community Intervention staff, the Construction Manager, and the Architect-Engineer. The Owner’s Project Manager shall oversee the project. All correspondence shall be through the Owner’s assigned Project Manager.

Subcontractor - means trade contractor, Supplier, Subconsultant, and the terms will be used interchangeably. A subcontractor is a person or organization who has a direct contract with the CM, or AE when applicable, to perform any of the Work. Nothing contained in the Contract Documents shall create any contractual relationship between the Owner and any trade contractor, Subcontractor, Supplier and Subconsultant.

Substantial Completion (SC) – In order to meet the Substantial Completion, the Project under the Agreement must be sufficiently complete in accordance with the Contract Documents. The Owner must be able to occupy or utilize the Project or designated portions thereof for the use for which it is intended as expressed in the Contract Documents.

The Project may be at Substantial Completion before finishing minor alterations and patching, as the Final Inspection shall disclose.

Wages - Include the straight time and overtime pay and the cost of associated employee benefits. Employee benefits include, but are not limited to, unemployment compensation, social security, compensated absences, and other mandatory and customary contributions and fringe benefits insofar as such costs are based on wages, salaries, or other remuneration paid to employees.

ARTI CL E 2

CO NSTR UCT IO N MA NAG ER’S S ERV ICE S

2.1 The CM’s Services under this Agreement include the construction services for a project with a GMP under $7,725,000.

The services described or specified shall not constitute a comprehensive specification having the effect of excluding services not specifically mentioned. The CM will submit a cost proposal for each Project indicating Work requested to be self-performed and to be competitively bid. Should the Owner and CM not reach a contract agreement on any Project, the Owner reserves the right to cease negotiations for that Project and perform the Project by other means without affecting or utilizing this Agreement.

2.2 Each Project will be executed by separate Activation from the Owner for that Project. The CM shall commence the

Project within 10 days after receipt of the executed Activation for each Project and Notice to Proceed from the Owner.

The Project shall not begin before the date established in the Activation. In accordance with F.S. 287.058 (2) the CM shall not be eligible for reimbursement for services rendered prior to the execution date of this Agreement or prior to the receipt of an executed Activation. Within 10 days of approval of the GMP, the CM shall submit proof of Builder’s Risk and a Performance and Payment Bond (for Projects over $100,000).

2.3 Design Phase Review, Recommendations and Warranty - The CM shall become thoroughly familiar 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. The CM shall make recommendations with respect to the selection of systems and material, and cost reducing alternatives including assistance to the AE and the

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Owner in evaluating alternative comparisons versus long term effect. The evaluation shall speak to the benefits of the speed of erection and early completion of the Project. The CM shall furnish pertinent information as to the availability of materials and labor that will be required. The CM shall submit to the Owner, Permitting Authority and AE such comments as may be appropriate concerning construction feasibility and practicality. The recommendations and advice of the CM concerning design alternatives shall be subject to the review and approval of the Owner and AE. It is not the CM’s responsibility to ascertain that the Drawings and Specifications are in accordance with applicable laws, statues, ordinances, building codes, rules and regulations. However, if the CM recognizes that portions of the Drawings and Specifications are at variance therewith, the CM shall promptly notify the AE and Owner in writing of any apparent defects in the design, drawings and specifications or other documents. The CM shall prepare an estimate of the construction costs.

At the completion of the CM’s review of the plans and specifications, except only as to specific matters as may be identified by appropriate comments pursuant to this selection, the CM shall warrant, without assuming any Architectural or Engineering responsibility, that the plans and specifications are consistent, practical, feasible and constructible. The CM shall warrant that the Work described in the plans and specifications for the various bidding packages is constructible within the scheduled construction time.

DISCLAIMER OF WARRANTY: The Owner disclaims any warranty that the plans and specifications for the Project are accurate, practical, consistent or constructible.

2.4 Preliminary Project Schedule - When Project requirements have been sufficiently identified, the CM shall prepare, and periodically update, a preliminary Project schedule for the Owner’s review and approval. The CM shall coordinate and integrate the preliminary Project schedule with the services and activities of the Owner, AE and CM. As design proceeds, the preliminary Project schedule shall be updated to indicate proposed activity sequences and duration’s, milestone dates for receipt and approval of pertinent information, submittal of a Guaranteed Maximum Price proposal, preparation and processing of shop drawings and samples, delivery of materials or equipment requiring long-lead time procurement, Owner’s occupancy requirements showing portions of the Project having occupancy priority, and proposed date of Substantial Completion. If preliminary Project schedule updates indicate that previously approved schedules may not be met, the CM shall make appropriate recommendations to the Owner and AE.

2.5 Preliminary Cost Estimates - When Owner has sufficiently identified the Project requirements and the AE has prepared other basic design criteria, the CM shall prepare, for the review of the AE and approval of the Owner, a preliminary cost estimate utilizing area, volume or similar conceptual estimating techniques. As design progresses, the CM shall update and refine this estimate at appropriate intervals agreed to by the Owner, AE and CM. If any estimate submitted to the Owner exceeds previously approved estimates or the Owner’s budget, the CM shall make appropriate recommendations to the Owner and AE.

2.6 Construction Phase - Unless otherwise authorized by the Owner, all permanent construction for the Project shall be performed under trade contracts held by the CM or with the CM’s own staff. The CM services shall include those as specified in Article 5. The CM shall:

2.6.1 Administer the construction as provided herein and in the Contract Documents. Unless otherwise provided for in the

Activation, Supplementary General Conditions for Construction, the document forms, Special Conditions and Non- Technical Specifications contained in the Project Manual for each individual Project.

2.6.2 Manage, schedule and coordinate the Project, including the Work of the trade contractors, and coordinate the Work with the activities and responsibilities of the Owner, AE and CM in order to complete the Project in accordance with the Owner's objectives of cost, time and quality. Develop and maintain a program, acceptable to the Owner and AE, to assure quality control of the construction. Supervise the Work of all subcontractors providing instructions to each when its Work does not conform to the requirements of the plans and specifications and continue to manage each subcontractor to ensure that corrections are made in a timely manner so as to not affect the efficient progress of the Work. Should disagreement occur between the CM and the AE over acceptability of Work and conformance with the requirements of the specifications and plans, the Owner shall be the final judge of performance and acceptability.

2.6.3 Maintain exclusively for the project the level of staff as agreed upon in the approved GMP proposal at the Project site to coordinate and direct the Work and progress of the trade contractors on the Project. All of the CM's on-site management and supervisory personnel shall be consistent in skill and experience as the personnel interviewed by the Owner and shall not be removed or replaced without prior written notice to the Owner. The Owner shall have the right to direct the CM to remove or replace any on-site personnel whose performance becomes unsatisfactory to the

CM-TBD Page 7 of 34 DJJ Construction Management Agreement (Rev 07/2026) owner. In such event, the CM shall promptly replace such personnel, without consideration of additional compensation for the replacement.

2.6.4 Establish on-site organization and lines of authority in order to carry out the overall plans of the Project Team. Identify an on-site staff member to represent the CM, on a daily basis, with authority to negotiate change orders and contract modifications on behalf of the CM. Make available such executive personnel as necessary to execute change orders or other contract modifications on behalf of the CM so as not to delay the progress of the Project.

2.6.5 Establish procedures for coordination among the Owner, AE, trade contractors and CM with respect to all aspects of the Project and implement such procedures. If requested by the agency, incorporate these procedures into a project resource manual and distribute manuals to the Project Team.

2.6.6 In coordination with the AE, establish and implement procedures for tracking and expediting the processing of shop drawings and samples, as required by the Contract Documents.

2.6.7 Review the schedule with the various trade contractors and review, or expand, the level of detail to incorporate specific trade contractor input consistent with the overall completion requirements. Regularly monitor and update the Project Schedule and various sub-networks as construction progresses. Identify potential variances between scheduled and probable completion dates. Review schedule for Work not started, or incomplete, and make adjustments in the schedule to meet the scheduled completion date. Provide summary reports of each monitoring and document all changes in schedule. Regular schedule updates and reporting shall be included as part of the monthly project report as outlined herein.

2.6.8 Record the progress of the Project. Submit monthly progress reports (written if requested) to the Owner and the AE including information on the trade contractors' work, the percentage of completion, current estimating, computerized updated monthly Critical Path Method scheduling and project accounting reports, including Estimated Time to Completion and Estimated Cost to Complete. Keep a daily log available to the Owner and the AE. Report and record such additional information related to construction as may be requested by the Owner.

2.6.9 Whenever Owner-Furnished Contractor-Installed (OFCI) materials or equipment are shipped to the Project site, the

CM shall notify the Owner and CM shall be responsible for their acceptance, proper storage and protection from the elements, security and incorporation into the Project provided the scope of the OFCI Work is included within the

GMP.

2.6.10 Without assuming any of the AE's responsibilities for design, recommend necessary or desirable changes to the Owner and the AE, review requests for changes and submit recommendations to the Owner and AE.

2.6.11 Be responsible for initiating, maintaining and supervising effective safety programs and require similar programs of the trade contractors. The OSHA guidelines shall serve as the basis for the construction safety program.

2.6.12 Promptly notify the Owner, in writing, upon receiving notice of filing of any change of non-compliance from OSHA, or upon receiving notification that a federal or state inspector shall visit or is visiting the Project site.

2.6.13 Make provisions for Project security acceptable to the Owner, to protect the Project site and materials stored off-site against theft, vandalism, fire and accidents, etc., as required by job and location conditions. Mobile equipment and operable equipment at the site, and hazardous parts of new construction subject to mischief, shall be locked or otherwise made inoperable or protected when unattended.

2.6.14 Be responsible for the removal, encapsulation, transportation and disposal of any hazardous material or solid waste, including, without limitation, any asbestos or asbestos-related products as may be required in connection with the Project. Hazardous materials as described by federal guidelines, brought to the site by the CM or the trade contractors, shall remain their responsibility for proper disposal. Any hazardous material not specifically shown on the documents shall be considered a concealed condition and may be the responsibility of the CM in a Change Order increasing the GMP for any additional costs incurred.

2.6.15 Recommend to the Owner a schedule for procurement of long-lead time items that will constitute part of the Project as required to meet the Project schedule. If the Owner procures such long-lead time items, they shall be procured on terms and conditions acceptable to the CM. The CM shall expedite the delivery of long-lead time items.

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2.6.16 Procure an incidental services consultant such as, but not limited to, an Architect, Engineer, Environmental Consultant, Kitchen Consultant, Interior Designer, Programmer and/or Surveyor, in order to expedite professional services that may be required to successfully and expediently remedy an occurrence that may arise from unforeseen field conditions during the course of this agreement. The use of such incidental services consultant shall be determined jointly by the Owner and CM in order to best evaluate the circumstance. Upon Owner’s approval to proceed with the use of an incidental services consultant, the CM shall prepare the scope of Work, solicit proposals, verify consultant’s liability coverage’s and submit a change order request for the Owners review and approval in accordance with Article 10.

2.6.17 The CM shall retain a Threshold Inspector, if required by Chapter 553, Florida Statutes.

ARTI CL E 3

O WNER' S RE SPO NSI BI LI TI ES

3.1 The Owner shall designate a representative to act in its behalf. This representative, or designee will monitor the progress of the Project, serve as liaison with the CM and the AE, examine documents submitted by the AE and render decisions pertaining thereto promptly to avoid unreasonable delays in the progress of the AE’s Work and shall observe the procedure of issuing instructions to the CM.

3.2 Upon written request from the CM, the Owner shall furnish a budget narrative describing which funds will be available and committed for the cost of each Project. The CM shall not commence any Project unless authorized in writing by the Owner.

3.3 Upon acceptance of the GMP, which also includes the CM's Fee and the Cost of the Project. Invoices will be paid monthly or as services are rendered by the CM and approved by the Owner. Invoices may also be paid as described in the Contract Documents or as specified by the Owner prior to the start of the project.

3.4 The Owner shall retain an AE to design and prepare construction documents for the Project. The AE services, duties and responsibilities shall be as described in the Agreement Between Owner and AE. The Terms and Conditions of the Agreement between the Owner and the AE, a copy of which shall be furnished to the CM upon written request, shall not be modified without notification to the CM.

3.5 The Owner and AE shall communicate with the subcontractors or suppliers only through the CM while such method of communication is effective in maintaining project schedules and quality.

3.6 The Owner shall establish and maintain lines of authority for its personnel and shall provide this definition to the CM and all other affected parties.

3.7 If the Owner observes or otherwise becomes aware of any defect in the Project, it shall give prompt written notice thereof to the AE and the CM.

ARTI CL E 4

PERM IT TI NG AND I NSPEC TIO N S

4.1 Before Construction begins, the CM shall obtain all necessary permits unless otherwise directed by the Owner.

Construction will be inspected for code compliance, compliance with drawings and specifications, and quality by inspectors working for the Permitting Authority(s). If directed by the owner the CM will take all necessary measures to insure new construction and renovation projects are constructed to comply with the United States Green Building Council (USGBC) Leadership in Energy and Environmental Design (LEED) rating system, the Green Building Initiative’s Green Globes rating system, the Florida Green Building Coalition standards, or a nationally recognized high-performance green building rating system as approved by the Department of Management Services.

4.2 Permitting Authority may be required for each individual Project, it is the CM’s responsibility to coordinate with the

Owner on the scope of the Project to determine if permitting is required. When the CM is uncertain about permitting requirements, the CM shall contact the Permitting Authority(s) for written direction.

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4.3 If such Permit is issued, the Projects will require detailed code compliance inspections during construction in disciplines determined by the Permitting Authority. These disciplines normally include, but are not limited to environmental, structural, mechanical, electrical, plumbing, A.D.A. and fire protection and life safety.

4.4 The CM shall notify the appropriate Permitting Authority(s), no less than 24 hours in advance, that the Work is ready for inspection and before the Work is covered up. Work not inspected and approved prior to cover-up shall be uncovered for inspection when directed by the Permitting Authority. All costs for uncovering and reconstruction shall be borne by the

CM.

4.5 All inspections shall be made for conformance with the applicable building codes, compliance with drawings and specifications, and quality.

4.6 Cost for all reinspections of Work found defective and subsequently repaired shall be borne by the CM.

ARTI CL E 5

BIDD ING TH E WO RK AND SUB CO NTR ACT S

5.1 The CM must competitively bid all subcontracts unless otherwise instructed by the Owner in writing. The CM shall develop trade contractor interest in all proposed Projects and solicit competitive bids on the Work of the various trade contractors. The CM shall also conduct pre-bid conferences with interested bidders to review the documents or outlined scope of work. The CM will negotiate with the successful bidder for the performance of that Work and enter into a lump sum (fixed price) contract in the best interests of the Owner. The CM will also be responsible for ensuring that successful subcontracts were not awarded based on collusion.

5.2 The CM may require bidders to submit bid bonds or other bid security acceptable to the CM as a prerequisite to bidding on the Work. Analyze and evaluate the results of the various bids and their relationship to the budgeted and estimated amounts, prepare for review with the Owner and AE a bid tabulation analysis and such other support data as necessary to properly compare the various bids and their responsiveness to the designed scope of Work.

Specifically, review the scope of Work in detail with the apparent low and best bidders and attempt to achieve additional savings through negotiation whenever practical. Maintain records of all pre-award interviews with apparent low bidders. Prepare and submit written recommendations to the Owner and AE for award of trade contracts by the CM identifying the MBE to be utilized. Promptly award and execute trade contracts with approved trade contractors.

Provide copies of fully executed trade contracts, insurance certificates and, if required, bonds to the Owner.

5.3 The CM shall make available to each proposed trade contractor, prior to the execution of the Subcontract, copies of the

Contract Documents to which the trade contractor will be bound and identify to the trade contractor any terms and conditions of the proposed Subcontract which may be at variance with the Contract Documents. Each trade contractor shall similarly make copies of such Documents available to its subcontractors.

5.4 The CM shall furnish upon request to the Owner for their information a list of possible trade contractors, Subcontractors, including Suppliers who are to furnish materials and/or equipment fabricated to a special design, from whom proposals will be requested for each principal portion of the Work. The receipt of such list shall not require the Owner to investigate the qualifications of proposed trade contractor, Subcontractors or Suppliers, nor shall it waive the right of the Owner later to object to or reject any proposed trade contractor, Subcontractor or Supplier.

5.5 By an appropriate written agreement, the CM shall require each trade contractor to the extent of the Work to be performed by the trade contractor, to be bound to the CM by the terms of the Contract Documents, and to assume toward the CM all the obligations and responsibilities which the CM by these Documents, assumes toward the Owner and the AE. Said Agreements shall preserve and protect the rights of the Owner and AE under the Contract Documents with respect to the Work to be performed by the trade contractor so that the subcontracting thereof will not prejudice such rights. Where appropriate, the CM shall require each trade contractor to enter into similar agreements with its subcontractor.

5.6 The CM shall require of the various trade contractors such coordination drawings as may be necessary to properly coordinate the Project among the trade contractors.

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5.7 The CM shall schedule and conduct weekly progress meetings with trade contractors to review such matters as job procedures, construction progress, schedule, shop drawing status and other information as necessary. The CM shall provide prior written notice to Owner and AE of all such meetings and prepare and distribute minutes as requested.

The CM shall attend monthly team meetings as scheduled by the AE.

5.8 The CM shall determine the adequacy of the trade contractors' personnel and equipment, and the availability of materials and supplies to meet the schedule. In consultation with the Owner and the AE, the CM shall take necessary corrective actions when requirements of a trade contract or a trade contract Schedule are not being met.

5.9 The CM shall, at progress meetings with trade contractors, conduct a review of job safety and accident prevention, and prepare minutes of such meetings that will be available to the Owner's Representative on request.

5.10 On all trade contracts where the bid exceeds $50,000, the trade contractor shall provide a 100% performance bond and a

100% labor and material payment bond from a surety company authorized to do business in the State of Florida by the Department of Insurance.

5.11 Trade contractors must have successfully completed no less than two projects of similar size and complexity within the last five years.

5.12 Any claims by trade contractors for delay or additional cost must be submitted to CM within the time and in the manner in which the CM must submit such claims to the Owner, and that failure to comply with the conditions for giving notice and submitting claims shall result in the waiver of such claims.

5.13 The CM shall be responsible to the Owner for the acts and omissions of its employees and agents and its trade contractors, Subcontractors, Suppliers, their agents and employees, and all other persons performing any of the Work or supplying materials under a contract to the CM.

ARTI CL E 6

SCH EDU LE, TI ME O F CO MM ENC EM EN T AND SU BST ANT IA L CO MPL ET IO N

6.1 The CM shall perform services as required by this Contract.

6.2 The CM shall commence the Project within ten (10) days after receipt of the executed Activation for each Project and

Notice to Proceed from the Owner.

6.3 The Project shall not begin before the date established in the Activation. In accordance with F.S. 287.058(2), the CM shall not be eligible for reimbursement for services rendered prior to the execution date of this Agreement or prior to the receipt of an executed Activation.

6.4 The number of days for performance of the Project shall be established in the Activation issued for each Project.

6.5 In the event the Owner desires to accelerate the schedule for any portion of the Project, the Owner shall notify the CM in writing. Within seven (7) days, the CM shall give the Owner a revised GMP for the acceleration that shall become a change order upon acceptance. The Owner may then direct the CM to increase its staff and require its trade contractors to increase their manpower, or to work such overtime hours as may be necessary to accomplish the required acceleration in accordance with the approved change order. In such event the Owner shall reimburse the CM for the costs of such acceleration subject to the GMP. In no event shall the CM be entitled to compensation in excess of the adjusted GMP. The CM shall require accurate daily records of all costs of the required acceleration and shall secure the Owner's approval of such records.

6.6 The Owner shall have the right to occupy, or use, any portion of the Project ahead of schedule. If use or occupancy ahead of schedule affects the Cost of the Project or the schedule for the Project, the use or occupancy will be treated as a Change to the Project in accordance herein.

6.7 The CM agrees to be at Substantial Completion within a period of time (calendar days) to be negotiated prior to submittal of the GMP after the date of the Activation and/or Notice to Proceed and shall be finally completed within 30 calendar

CM-TBD Page 11 of 34 DJJ Construction Management Agreement (Rev 07/2026) days after the date of substantial completion. The CM acknowledges that failure to be at Substantial Completion within the construction time set forth in the approved schedule will result in substantial damages to the Owner.

Inasmuch, a failure to complete the project within the time fixed above will result in substantial injury to the Owner, and as damages arising from such failure cannot be calculated with any degree of certainty, it is hereby agreed that if the Project is not at Substantial Completion, according to the definition hereinabove, or within such further time, if any, as in accordance with the provisions of the Contract Documents shall be allowed for such Substantial Completion, the CM shall pay to Owner as liquidated damages for such delay, and not as a penalty, an amount to be decided for each project and shall be set forth in each Activation, per day for each and every calendar day, thereafter, elapsing between the date fixed for substantial completion above and the date such substantial completion shall have been fully accomplished. It is also hereby agreed that if the Project is not at Final Completion, in accordance with the requirements of the Contract Documents, the CM shall pay to the Owner as liquidated damages for such delay, and not as a penalty, one-fourth of the liquidated damages rate indicated above. Said liquidated damages shall be payable in addition to any excess expenses or costs payable by the CM to the Owner under the provisions herein and shall not exclude the recovery of damages by the Owner under other provisions of the Contract Documents, except for CM’s delay. This provision of liquidated damages for delay shall in no manner affect the Owner's right to terminate the contract as provided herein or elsewhere in the Contract Documents. The Owner's exercise of the right to terminate shall not release the CM from his obligation to pay said liquidated damages in the amounts set out above.

The amount of the final payment to the CM shall be reduced by the amount of liquidated damages assessed under this contract.

It is further agreed that the Owner shall deduct from the balance retained by the Owner, under the provisions above, the liquidated damages stipulated therein for delay or termination or such portions thereof as the said retained balance will cover.

ARTI CL E 7

G UARANT E ED MA XI MU M PRIC E FO R CO NSTRU CT IO N

7.1 The GMP will be established based on Construction Documents or written instructions provided from the Owner. The

GMP is subject to modification for changes in the Project as provided herein.

7.2 The CM shall include with the GMP proposal a written statement of its basis, which shall include:

1. A list of the Drawings and Specifications, including all addenda thereto and the Conditions of the Contract, which were used in preparation of the GMP proposal.

2. A list of allowances and a statement of their basis.

3. A list of the clarifications and assumptions made by the CM in preparation of the GMP proposal to supplement the information contained in Drawings and Specifications.

4. The proposed GMP, including a statement of the estimated cost organized by the trade categories, allowances, contingency, and other items and the fee that comprise the GMP.

5. The Date of Substantial Completion upon which the proposed GMP is based, and a schedule of the Construction

Documents issuance dates upon which the date of Substantial Completion is based.

7.3 The CM shall meet with the Owner and AE to review the GMP proposal and the written statement of its basis. In the event that the Owner and AE discovers inconsistencies or inaccuracies on the information presented they shall promptly notify the CM, who shall make appropriate adjustments to the GMP proposal, its basis or both.

7.4 Unless the Owner accepts the GMP proposal in writing on or before the date specified in the proposal for such acceptance and so notifies the CM, the GMP proposal shall not be effective.

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7.5 Prior to the Owner’s acceptance of the CM’s GMP proposal and issuance of a Notice to Proceed, the CM shall not incur any cost to be reimbursed as part of the Cost of the Project, except as the Owner may specifically authorize in writing.

7.6 All cost savings for the not-to-exceed value of the GMP shall be returned to the Owner as part of the net aggregate savings established when final accounting is submitted upon Final Completion of the Project. "Cost savings" are the net difference obtained by deducting from the Adjusted GMP, the CM's Fee, the expended portions of the CM's Contingency and the actual expenditures representing the Cost of the Work as defined herein. Liquidated damages, if any, are different from, and are not a part of, this calculation.

7.7 By execution of this Agreement, the CM certifies that all factual unit costs supporting the fees specified in this

Agreement are accurate, complete and current at the time of negotiations and that any other factual unit costs that may be furnished the Owner in the future to support any additional fees that may be authorized will also be accurate and complete. The fees specified in this Agreement and any additional fees that may be authorized in the future shall be adjusted to exclude any significant sums that the Owner determines the fee was increased due to inaccurate, incomplete, or non-current factual unit costs.

7.8 Adjustments to the GMP will be made as described in the Contract Documents.

ARTI CL E 8

CO NSTR UCT IO N MA NAG ER’S E XPEN SE S

8.1 In consideration of the performance of the Agreement, the Owner agrees to pay the CM, the following expenses as set forth below:

8.1.1 The cost attributable to this Contract (per individual Contract Activation) of its home or branch office employees or consultants not at the Project site, except as otherwise specified hereinafter, including the cost of all pension contributions, hospitalizations, bonus, vacations, medical insurance assessments or taxes for such items as unemployment compensation and social security, payroll insurance, and taxes attributable to wages and salaries and other company overhead expenses for said home office employees. Where value or complexity of any Project does not warrant the on-site presence of a Project Manager, Project Engineer, or Project Secretary, cost for said employees may not be included in the GMP except when approved by the Project Team.

8.1.2 The portions of the general operating expenses of the CM's principal and branch offices which pertain to the project other than those of the field office.

8.1.3 Any part of the CM's capital expenses, including interest on the CM's capital employed for the Project.

8.1.4 All travel and per diem costs of CM's employees and consultant. All travel costs will be paid in accordance with

Section 112.061, F.S. in order to qualify.

8.1.5 Minor expenses such as express delivery, long distance telephone calls, postage, office supplies, expressage, and similar items in connection with the Project, from the CM’s main office.

ARTI CL E 9

CO ST O F TH E PRO J ECT A ND CO NS TRUC TIO N MANAG E R’S F EE

9.1 The CM shall develop and maintain an effective system of Project Cost Control that is satisfactory to the Owner.

Revise and refine the initially approved Project Construction Budget, incorporate approved changes as they occur, and develop cash flow reports and forecasts as needed. Identify variances between actual and budgeted or estimated costs and advise Owner and AE whenever projected costs exceed budgets or estimates. Cost Control reports shall be included as part of the monthly project report as outlined herein.

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9.1.1 When requested by the Owner or AE, the CM shall promptly prepare and submit estimates of probable cost for changes proposed in the Work including similar estimates from the trade contractors. If directed by the Owner, promptly secure formal written Change Order Proposals from such trade contractors.

9.2 The Owner agrees to pay the CM for the Cost of the Project as defined herein. Cost of the Project (Estimated Cost of the work) includes and is limited to direct actual expenditure for the following project-related items only:

9.2.1 The cost of all materials, supplies and equipment incorporated in the Project or stored on site, including cost of transportation and storage thereof shall be included in the Cost of the Project. At the Owner's sole discretion, the Owner may make payment for materials, supplies and/or equipment stored off-site.

9.2.2 Payments made by the CM to trade contractors for their Work performed pursuant to trade contractor with the CM.

9.2.3 Subject to prior approval by the Owner, wages paid for labor in the direct employ of the CM other than those provided herein as a part of the CM's Fee, in the performance of the Project under applicable collective bargaining agreements, or under a salary or wage schedule agreed upon by the Owner and CM, and including such welfare or other benefits, if any, as may be payable with respect thereto.

9.2.4 Cost of the premiums for all insurance or bonds including trade contractor bonds which the CM is required to procure by the Agreement, or other insurance or bonds subsequently deemed necessary by the CM and agreed upon by the Owner.

9.2.5 Sales, use, gross receipt, or similar taxes related to the Project imposed by any governmental authority and for which the CM is liable.

9.2.6 Permit fees, inspection and filing fees, sewer and water fees, and deposits lost for causes other than the CM’s own negligence. If royalties or losses and damages, including cost of defense, are incurred which arise from a particular design, process, or the product of a particular manufacturer or manufacturers specified by the Owner or AE, and the CM had no reason to believe there would be infringement of patent rights, such royalties, losses and damages shall be paid by the Owner and the GMP shall be adjusted by Change Order to compensate the CM for the increased costs. If the CM has actual knowledge that use of the particular design, process, or product would infringe a patent(s) and fails to provide written notice to the Owner before using such design, process, or product, then no royalties, losses or damages arising from use of such design, process or product shall be a Cost of the Project.

9.2.7 Cost of removal and disposal of all debris including clean-up and trash removal.

9.2.8 Legal costs and fees reasonably, and properly, resulting from prosecution of the Project for the Owner provided, however, that they are not the result of the CM's or its subcontractors negligence or malfeasance. Legal costs and fees incurred in connection with disputes between the CM and the Owner or incurred in connection with disputes between or involving the CM and trade contractors are the responsibility of the CM and shall not be included in the Cost of the Project.

9.2.9 Cost to the CM of temporary electric power, lighting, telephone, water, air conditioning/heating, and sanitary provisions required for the performance of the Project or required to protect the Project/Work from weather damage.

9.2.10 Cost to the CM of temporary safety-related protection including barricades and safety equipment, temporary roads and parking, dust control, pest control, installation and operation of temporary hoists, scaffolds, ladders and runways, and temporary project signs and costs of permits and fees pursuant to the Contract Documents.

9.2.11 Cost of watchmen or similar security services, if required and approved by the Owner.

9.2.12 Cost of surveys, measurements and layout Work reasonably required for the execution of the Project or the requirements of the Agreements.

9.2.13 Cost of preparation of shop drawings, coordination plans, photographs, or as-built documents not included in trade contracts.

9.2.14 Cost of data processing services required in the performance of the construction phase services as outlined herein.

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9.2.15 All costs for reproduction of documents associated with the project.

9.2.16 All costs directly incurred in the performance of the Project and not included in the CM's Fee set forth herein.

9.2.17 Cost, including transportation and maintenance, of all materials, supplies, equipment, temporary facilities and hand tools not owned by the workmen that are employed or consumed in the performance of the Project.

9.2.18 Rental charges of all necessary machinery and equipment, including hand tools used in the performance of the Project, whether rented from…