Attachment_J__Sample_Draft_Agreement__RLBCM_AgreementCMAR_Milwee_MS.pdf

CONTRACT FOR CONSTRUCTION MANAGEMENT at RISK

BETWEEN

THE SCHOOL BOARD OF SEMINOLE COUNTY, FLORIDA

AND

NAME OF COMPANY

FOR CONSTRUCTION MANAGEMENT

(At-Risk Construction Management -Guaranteed Maximum Price)

MILWEE MIDDLESCHOOL REPLACEMENT

PROJECT

TABLE OF CONTENTS

RECITALS and PROJECT DESCRIPTION

ARTICLE 1 Definitions ARTICLE 2 Contract Documents ARTICLE 3 Notices ARTICLE 4 Scope of Construction Manager’s Services ARTICLE 5 Compensation of Construction Manager ARTICLE 6 Specific Insurance Requirements ARTICLE 7 Personnel, Subcontractor, Supplier, and Consultant Chart ARTICLE 8 Construction Schedule, Specific Bond Requirements, Payment Schedule, and Quality Control and Tests ARTICLE 9 Scope of Work for Grant Funding ARTICLE 10 Consultants Competitive Negotiation Act ARTICLE 11 Owner’s Project Description and Specific Project

Requirements ARTICLE 12 Agreement Signature Page

EXHIBIT A Construction Manager’s Required Services Section 1 General Project Services Section 2 Pre-Construction Services and Deliverables Section 3 Construction Services Section 4 Extra Services

EXHIBIT B General Terms and Conditions Section 1 General Provisions Section 2 Contract Documents Section 3 Owner’s Duties, Obligations, Responsibilities, Rights, and Procedures. 46 Section 4 Professional’s Administration of the Contract Section 5 Construction Manager’s Duties, Obligations and

Responsibilities Section 6 Subcontractors Section 7 Documents and Information Section 8 Submittals Section 9 Change in the Work Section 10 Financial Claims and Liens Section 11 Inspection, Correction of Work, and Project Closeout Section 12 Construction Manager’s Compensation Section 13 Protection of Persons and Property Section 14 Time and Schedule Requirements Section 15 Liquidated Damages Section 16 Concealed and Unforeseen Conditions Section 17 General Insurance Requirements Section 18 General Bond Requirements Section 19 Termination or Suspension of Contract for

Construction Management Section 20 Applicable Law and Dispute Resolution Section 21 Damages and Remedies Section 22 Miscellaneous Provisions

EXHIBIT C Pre-Construction Services Fee Compensation Appendix C1 Pre-Construction Service Fee Proposal Appendix C2 Schedule for Performance of Pre-Construction Services Appendix C3 Construction Manager’s Pre-Construction Services Team

Appendix C4 Schedule of required Insurance and Construction Manager’s Certificate of Insurance for Pre-Construction Services

EXHIBIT D Guaranteed Maximum Price Proposal Instructions and Supporting Forms

Appendix D1 Guaranteed Maximum Price Summary Appendix D2 General Requirements and General Conditions

Cost Detail EXHIBIT E Authorization for Construction EXHIBIT F Schedule of Required Insurance for Construction of the Work EXHIBIT G Owner’s Consultant’s Chart EXHIBIT H Required Form of Payment and Performance Bond EXHIBIT I Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion EXHIBIT J Scope of Work for Grant Funding EXHIBIT K Truth-In-Negotiations Certificate

Sanford MS New Dining & Renovation Construction Management Contract

CONTRACT FOR CONSTRUCTION MANAGEMENT

This Contract for Construction Management is entered into between The School Board of Seminole County Florida, hereinafter the “Owner,” and XXX Construction Manager a Florida corporation, its successors and assigns, hereinafter the “Construction Manager.” This Agreement is executed under seal and shall be effective on the date signed by the last party to do so.

The authorized representatives and addresses of the Owner, the Construction Manager, and the Professional are:

OWNER:

Representative: Serita Beamon, Superintendent Address: 400 E. Lake May Blvd.

City, State, Zip: Sanford, Florida 32773 Project Manager: Office:

(407) 320-0067 Email:

CONSTRUCTION MANAGER:

Representative: XXX Address: XXX City, State, Zip: XXX Office: XXX Email: X

PROFESSIONAL:

Representative: XXX Address: XXX City, State, Zip: XXX Office: XXX E-mail: X

Whenever this Contract for Construction Management refers to “Professional” in the singular, such reference shall mean the Owner’s designated Architect/Engineer representative.

OWNER’S PROJECT IDENTIFICATION INFORMATION:

Project Title: Milwee Middle School Renovation Project Location: 1341 S. Ronald Reagan Blvd, Longwood, FL 32750 Project ID Number: TBD

RECITALS

A. The Owner intends to construct the Project, as described in Article 11, and is engaging the

Construction Manager to furnish or cause to be furnished (i) all labor, equipment, goods, and materials now or hereafter required by this Contract For Construction Management to successfully plan, construct and complete the Work; and (ii) all construction management and supervisory services required by this Contract For Construction Management to successfully plan, construct and complete the Project.

mailto:hmccandless@dacginc.com mailto:byron.lastrapes@rbarchitects.com

B. The Owner and Construction Manager each acknowledges that it will act in good faith in carrying out its duties and obligations.

C. The Owner's engagement of the Construction Manager is based upon the Construction Manager’s representations to the Owner that Construction Manager (i) is experienced in providing construction management services for projects of similar size and complexity to the Project; (ii) is authorized and licensed to perform the type of labor and services for which it is being engaged in the State and locality in which the Project is located; (iii) is qualified, willing and able to perform construction management services for the Project; and (iv) has the expertise and ability to provide construction management services which will meet the Owner's objectives and requirements and which will comply with the requirements of all governmental, public and quasi-public authorities and agencies having or asserting jurisdiction over the Project, all as set forth herein.

D. The Owner and Construction Manager each acknowledges that it has reviewed and familiarized itself with this Contract for Construction Management, constitute the entire agreement between Owner and Construction Manager, consists of this Agreement and all exhibits hereto; special conditions, if any; proposal(s) submitted by the Construction Manager and accepted by the Owner, if any; the Construction Documents; any amendments or addenda executed by the Owner and the Construction Manager hereafter; Owner approved change order(s) or field orders; additional documents listed in Article 11; and the documents enumerated in Article 2, and agrees to be bound by the terms and conditions contained therein.

E. The Owner intends to engage or has engaged, one or more Professionals to perform architectural and engineering services for the Project, including preparation of Site-specific Construction Documents.

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

PROJECT DESCRIPTION (see Article 11)

Scope of Work:

Seminole County Public Schools (SCPS) is seeking a Construction Manager at Risk to renovate select buildings and provide a new 2-story building to house dining services and classroom spaces within the construction budget of $34 million. Included with the construction services will be the preconstruction effort to work with the Owner and Architect with prioritizing the scope of work based on cost and phasing strategy.

The improvements and new construction is at Milwee Middle School located at 1341 S. Ronald Reagan Blvd, Longwood, FL 32750. The scope of work includes roof replacements for Buildings 3, 5, 7, 10, 11, and 16; new HVAC systems for Buildings 3, 5, 7, 10, 11 and 16; campus-wide group restroom renovations; and exterior repairs to second-floor face landings at Buildings 7 and 10.

The project also includes the placement of temporary dining portables to maintain uninterrupted food service operations during construction activities, demolition of Building 2 (existing kitchen/dining facility), construction of a new two-story building, demolition of Building 9 and existing wood portables, interior renovations to Buildings 5, 7 and 10. Additionally, Building 11 will be remodeled to enhance the functionality and design of the ESE suite and to incorporate a new discipline suite.

The new building will consist of a two-story structure to house a kitchen, dining area, and stage on the first floor, and three (3) laboratories and five (5) classrooms on the second floor.

The project will be constructed on an active campus and will require careful coordination of logistics, student safety, limited laydown areas, and phased construction sequencing.

Proposed schedules are tentative and may change once the architect and contractor under contract are reviewing the logistics of a tight site with on-campus construction, limited lay-down construction area, and temporary portables placement and removal.

The Construction Manager shall provide overall coordination, management, supervision and scheduling of the work of each contractor/subcontractor so as to complete the Project in accordance with the Owner’s objectives of safety, cost, time, and quality. The Construction Manager shall be responsible for the preparation of bid packages and shall serve under the at-risk model. The Construction Manager shall maintain accurate records to include direct and indirect costs of services and equipment, change orders, direct purchases, and both bidding and construction timelines. Other general duties shall include, but are not limited to, Preconstruction Services and Value Engineering, as defined herein.

The Construction Manager agrees and acknowledges that the work to be completed shall be multi-disciplinary in nature, including, but not limited to, electrical, plumbing, mechanical, HVAC, and fire alarm systems.

ARTICLE 1

DEFINITIONS

When one of the following capitalized words, terms or phrases is used in this contract; it shall be interpreted or construed first as defined below, second according to its generally accepted meaning in the construction industry, and third according to its common and customary usage.

Construction Price. The dollar amount for which the Construction Manager agrees to perform the Work set forth in this Contract for Construction Management.

Construction Documents. Plans, specifications, change orders, revisions, addenda, and other information which set forth the Work detail.

Construction Schedule. The timetable which sets forth pertinent dates for timely completion of the Work.

Contract for Construction Management. A written agreement between the Owner and a Construction Manager for the provision of goods, products, materials, equipment, systems, management, supervision, labor and services required to construct all or part of a Project.

Department of Facilities Planning and Project Management. The Owner’s organizational entity which acts as a liaison between the Construction Manager, other Professional, and the Owner and provides day to day management and other professional services on the Owner’s behalf.

Declaration of Substantial Completion. Document declaring the Work substantially complete and suitable for occupancy or beneficial use by the Owner.

Final Completion: Means that date subsequent to the date of Substantial Completion at which time the Construction Manager has completed all the Work (or designated portion thereof) in accordance with the Contract Documents as certified by the Project Consultant and approved by the Owner. In addition, Final Completion shall not be deemed to have occurred until any and all governmental bodies, boards, entities, etc., which regulate or have jurisdiction of the Work, have inspected, approved and certified the Work and issued a certificate of occupancy or other required documentation.

Hazardous Substances. The term “Hazardous Substance” shall have the same meaning and definition as set forth in the Comprehensive Environmental Response Compensation and Liability Act as amended, 42 U.S.C. § 6901 et seq., and regulations promulgated thereunder (collectively “CERCLA”) and any corresponding state or local law or regulation, and shall also include: (a) any Pollutant or Contaminant as those terms are defined in CERCLA; (b) any Solid Waste or Hazardous Constituent as those terms are defined by, or are otherwise identified by, the Resource Conservation and Recovery Act as amended, 42 U.S.C. § 6901 et seq., and regulations promulgated thereunder (collectively “RCRA”) and any corresponding state or local law or regulation; (c) crude oil, petroleum, and fractions of distillates thereof;

(d) any other material, substance or chemical defined, characterized or regulated as toxic or hazardous under any applicable law, regulation, ordinance, directive or ruling; and (e) any infectious or medical waste as defined by any applicable federal or state laws or regulations.

Owner’s Related Parties. Any parent, subsidiary or affiliated entities of the Owner, including the respective officers, trustees, office holders, directors, shareholders, partners, and employees of each.

Professional. An entity, including but not limited to an architect, civil engineer or geotechnical engineer, engaged directly by the Owner to provide design or engineering services.

Project: A planned construction undertaking as more specifically described in Article 11.

Project Overview Document. This is the programming document typically prepared by a design professional to determine a final design concept for the Project that meets school district needs for space, budget, and schedule. Depending upon the magnitude of the Project, this document may be presented in different formats for the Construction Manager’s review.

Site. The geographical location of a Project, usually defined by legal boundary lines, and the location characteristics including, but not limited to, grades and lines of streets, alleys, pavements and adjoining structures, rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, existing buildings and improvements, and service and utility lines.

Substantial Completion. The stage of construction when the Owner can occupy or beneficially use satisfactorily completed Work for its intended purpose. The certificate of substantial completion has been signed by the architect including the notation of any punch list items that are to be completed with the specified deadline for completing the punch list items.

Total Project Construction Cost. The total cost to the Owner to complete construction of the Project, including, without limitation, the Cost of the Work, the General Conditions, the Management Fee, and the Owner’s costs.

Work. Any and all computers, construction machinery, documents, equipment, facilities, fixtures, furnishings, goods, heat, items, labor, licenses, management, materials, permits, products, services, supervision, supplies, systems, taxes, testing, tools, utilities, transportation, vehicles, and water, required by the Construction Documents to be performed or supplied for proper execution and completion of the Project, or some portion thereof, whether or not incorporated or to be incorporated into the Project; provided, however, that Work does not include performance of pre-construction services by a Construction Manager.

ARTICLE 2

CONTRACT DOCUMENTS

2.1 The “Contract for Construction Management” is comprised of the following documents (these documents shall be collectively referred to herein as the “Agreement” or the “Agreement for Construction Management”):

This Contract for Construction Management, includes the foregoing Exhibits A. through K. The Agreement is divided into Articles, and Exhibit A and B are divided by Sections:

Exhibit A – Construction Manager’s Required Services

Exhibit B – General Terms and Conditions

Exhibit C – Pre-Construction Services Compensation Appendix C1 – Pre-Construction Service Fee Proposal Appendix C2 – Schedule for Performance of Pre-Construction Services Appendix C3 – Construction Manager’s Pre-Construction Services Team Appendix C4 – Schedule of Required Insurance and Construction

Manager’s Certificate of Insurance for Pre-Construction Services

Exhibit D – Guaranteed Maximum Price Proposal Instructions and Supporting Forms Appendix D1 – GMP Cost Summary Appendix D1 – General Requirements and General Conditions Cost Detail

Exhibit E – Authorization for Construction

Exhibit F – Schedule of Required Insurance for Construction of the Work

Exhibit G – Owner’s Consultant’s Chart

Exhibit H – Required Form of Payment and Performance Bond

Exhibit I - Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion [If applicable, will be included in the Project-specific Scope of Services]

Exhibit J – Scope of Work for Grant Funding [If applicable, will be included in the Project-specific Scope of Services]

Exhibit K – Truth in Negotiations Certificate

The Construction Documents issued hereafter;

Any amendments or addenda executed by the Owner and the Construction Manager hereafter; and

Approved Change Order(s) or field orders.

2.2 Documents not included or expressly contemplated in this Article 2 do not, and shall not, form part of this Contract for Construction Management.

2.3 The Owner shall provide Contract Documents to the Construction Manager as specified in Article

11.

ARTICLE 3

NOTICES

3.1 Unless otherwise provided, all notices shall be in writing and considered duly given if the original is

(i) hand-delivered, including delivery by independent delivery service, including Federal Express, United Parcel Service or United States Postal Service; (ii) delivered by telex, facsimile, or telecopy;

or (iii) sent by U.S. Mail, postage prepaid, certified, return receipt requested. All notices shall be given to the addresses set forth above. Notices hand-delivered, delivered by independent delivery services or delivered by telex, facsimile, or telecopy shall be deemed given on the date of delivery.

Notices given by U.S. Mail shall be deemed given as of the second business day following the date of posting.

ARTICLE 4

SCOPE OF CONSTRUCTION MANAGER’S SERVICES

4.1 General Scope of Services. Upon approval of Pre-Construction Service Compensation, the execution of this Contract for Construction Management and issuance of a Purchase Order for the Project hereunder, the Construction Manager shall commence performance of Pre-Construction Services per Exhibit A, Construction Manager’s Required Services. Upon execution of the Authorization for Construction and issuance of a Notice To Proceed by the Owner for said project, the Construction Manager shall commence Construction and Renovation Services per Exhibit A, Construction Manager’s Required Services. The parties acknowledge that; (i) the Owner may determine that it shall not proceed with Construction and/or Renovation Services as provided in Exhibit B, General Terms and conditions, Paragraph 2.7; (ii) performance of Pre-Construction Services may overlap performance of Construction and/or Renovation Services; (iii) and payment of the Construction Manager for Pre-Construction Services shall be separate from payment, if any, for Construction and/or Renovation Services.

4.1.1 Scope of Pre-Construction Services. The Pre-Construction Service Fee, schedule, team, and insurance requirements shall be determined by Exhibit C, Pre-Construction Services Compensation. The Construction Manager shall furnish and pay for out of the Pre-Construction Services Fee, all Pre-Construction Services required by:

(i) Contract for Construction Management

(ii) Exhibit B, Construction Manager’s Required Services, Sections, 1, 2, and 4

(iii) Exhibit C, Pre-Construction Services Fee Compensation

(iv) Submission of the Guaranteed Maximum Price (GMP) Proposal. Requirements for submission of the GMP Proposal are contained in Exhibit D, Guaranteed Maximum Price Proposal Forms and Instructions.

All such services hereinafter referred to as the “Pre-Construction Services.”

4.1.2. Scope of Construction Services. Upon execution of Exhibit E, Authorization for

Construction and a notice-to-proceed, the Construction Manager shall furnish and pay for out of the Construction Price all Construction Services required by:

(i) Contract for Construction Management;

(ii) Exhibit A, Construction Manager’s Required Services, Sections 1, 3, and 4

(iii) Exhibit B, General Terms and Conditions

All such services hereinafter referred to as the “Construction Services.”

4.2 Self-Performance by The Construction Manager.

4.2.1 The Owner’s decision to allow or not allow the Construction Manager to self-perform construction services for this Project is specified in Article 11.

4.3 Term and Renewal. Not applicable.

ARTICLE 5

COMPENSATION OF CONSTRUCTION MANAGER

5.1 Compensation for Pre-Construction Services. The Owner shall pay, and the Construction Manager shall accept, as full and complete payment for the Construction Manager’s timely and complete performance of Pre-Construction Services, the Pre-Construction Services Fee in accordance with Exhibit C, Pre-Construction Services Compensation. This fee is for all work prior to the acceptance of the GMP. The scope, schedule, deliverables, and payment processes are set forth in Exhibit A, Construction Manager’s Required Services, Section 2.

5.2 Guaranteed Maximum Price. As more particularly described in Exhibit A, Construction

Manager’s Required Services, Section 2.9, the Construction Manager shall prepare and deliver to the Owner, at the time period identified in Article 11, with a copy to the designated Professional, a Guaranteed Maximum Price (GMP) proposal for the Work for which Construction Manager proposes to provide Construction Services.

5.3 Compensation for Construction Services. The Owner shall pay, and the Construction Manager shall accept, as full and complete payment for Construction Services the Construction Price. The Construction Price for which the Owner is responsible to pay the Construction Manager shall not exceed the Guaranteed Maximum Price (GMP), except as adjusted by applicable Sections of this Contract. Costs which would cause the GMP to be exceeded shall be paid by the Construction Manager without liability for reimbursement by the Owner.

5.3.1 Construction Price – Amount. The Construction Price shall include, and is limited to, the total of:

(i) Costs of the Work. The Costs of the Work as defined in Exhibit A, Construction

Manager’s Required Services, Subparagraph 2.10.1, incorporated herein.

(ii) General Conditions and General Requirements. The Owner shall pay, and the

Construction Manager shall accept as complete payment for General Conditions and General Requirements, as defined in Exhibit A, Construction Manager’s Required Services, Subparagraph 2.10.4 The method of payment, however, shall be set forth in Exhibit E, Authorization for Construction.

(iii) Construction Management Fee. The Owner shall pay, and the Construction Manager shall accept as complete payment for the performance of Construction Management Services, a fee as a percent of the Cost of the Work specified in Article 11. All scopes of services shall be reviewed by the Director of Project Management & Facilities prior to issuance of a purchase order. Construction Manager acknowledges and understands that although a percentage value is listed herein, a price for the Construction Management Fee for any project that may be assigned hereunder may be negotiated at the time of, and in conjunction with, development of the GMP. The percentage stated herein shall serve as a maximum not-to-exceed value for the negotiated Construction Management Fee.

5.3.2 Construction Price – Payment and Retainage. Payment requests shall be processed and paid in accordance with Title XIV, Chapter 218, Florida Statutes, known as the Florida Prompt Payment Act, and the terms of this Agreement. Invoices shall be submitted to the Owner on the last day of each month, with each invoice numbered consecutively and detailing the services performed through and including the 25th of the month in which the invoice is submitted. The date on which payment is due shall be referred to as the “Payment Date” and shall be the 25th business day after a payment request that meets the Contract requirements is stamped as received by Owner (Exhibit B, Section 12).

(i) For Projects exceeding $200,000, the Owner or its agent shall, pursuant to Section

218.735(7), Florida Statutes, prepare and deliver to the Construction Manager a single list of items to be rendered complete, satisfactory, and acceptable within thirty (30) calendar days after reaching substantial completion. This time can be extended up to sixty (60) calendar days after reaching substantial completion for contracts exceeding Ten Million Dollars through a duly authorized change order.

(ii) For a multi-phased Project, the Owner or its agent must provide for the development of a list of items required to render complete, satisfactory, and acceptable for each building, structure, or phase of the Project within the time limitations stated in Subparagraph 4.3.2.1 above.

(iii) The final completion date must be at least thirty (30) calendar days after the delivery of the list to the Construction Manager. If the list is not provided to the Construction Manager timely, the time for completion must be extended by the number of calendar days the Owner exceeded the delivery date. Damages may not be assessed against Construction Manager for failing to complete a project within the time required by the contract unless the Construction Manager failed to complete the project within the contract period as extended hereunder.

(iv) Failure of the Construction Manager to include any corrective work or pending items not yet completed on the list developed pursuant to this section does not alter the responsibility of the Construction Manager to complete all construction services set forth herein. If a good-faith dispute exists as to whether one or more items have been completed pursuant to this Contract, the Owner may continue to withhold an amount not to exceed one hundred fifty percent (150%) of the total costs to complete the remaining items. The Construction Manager’s project representative shall be required to review these estimates with the Owner and sign the estimate in agreement.

(v) Owner shall withhold from each progress payment 10% retainage until 50% completion of the Project which is defined as the point at which the Owner has expended 50% of the total cost of the construction services together with all costs associated with existing change orders and other additions or modifications to the construction services provided for in the contract. Owner may reduce the amount of retainage to 5% for each or all disciplines until final completion. Owner may also exclude Bond and Insurance from retainage holdings.

5.3.3 .1 Contingency.

(i) Project Contingency. The Project Contingency, established in the GMP proposal, shall be considered the Owner’s contingency. The estimated Cost of the Work shall not include the Construction Manager’s contingency, an amount mutually agreeable between the Construction Manager and the Owner, to cover costs which are properly reimbursable as Costs of Work but not the basis for adjusting the Guaranteed Maximum Price or Change Order. The Project Contingency shall only be adjusted by means of issuing a written Construction Change Directive, and it shall be clearly noted on the document that costs are allocated against the Project Contingency. All unused Project Contingency shall be returned to the Owner.

(ii) Buy-Out/Owner’s Contingency. It is expected that some cost savings between the Construction Manager’s Guaranteed Maximum Price (GMP) and the actual Cost of the Work may be generated as a result of the final bidding negotiation of subcontracts and actual expenses incurred by the Construction Manager. The Construction Management Fee, General Conditions, and General Requirements shall not be adjusted as a result of these savings. Any cost savings which is realized as a result of this Buy-Out shall be held by the Owner as the Owner’s Contingency, which is not part of the GMP proposal. When costs arise on the Project which the Construction Manager believes should be paid from the Project Contingency fund established in the GMP proposal, the Construction Manager shall promptly advise the Owner of such costs consistent with the requirements of the Contract Documents. If the Owner concurs that such costs are properly payable from the Project Contingency funds, the Project Contingency shall be reduced in the amount of such costs. Owner’s concurrence that costs be paid from the Project Contingency will not be unreasonably withheld. Only upon the exhaustion of the funds in the Project Contingency shall similar Construction Manager’s contingency payments be made from the Owner’s Contingency and only with the Owner’s prior approval. The Owner’s Contingency shall only be adjusted by means of issuing a written Construction Change Directive, and it shall be clearly noted on the document that costs are allocated against the Project Contingency.

(iii) Any cost savings that are generated as a result of the final bidding or negotiation of the subcontracts, and actual expenses by the Construction Manager, which are less than was estimated in establishing the GMP shall be returned to the Owner.

The negotiated fee, general conditions, and general requirements shall be adjusted as a result of these savings.

5.3.3.2 Project Contingency Accountant Usage

(i) The contingency account is not to be used to pay for improper and /or defective Work, removal of hazardous materials or contaminated soils or to pay for material changes in the Scope of the Project. It is included for the purpose of defraying expenses due to unforeseen circumstances related to construction.

(ii) No funds may be transferred from or spent from the Project Contingency Account without the prior written consent of Owner, which shall not be unreasonably withheld.

(iii) Owner shall have the right to disallow any draw made by the Construction Manager from the Project Contingency Account for General Conditions that Owner did not pre-approve.

(iv) Owner also has the right to disallow any draw made by the Construction Manager for direct Cost of the Work from the Contingency Account that does not qualify as an element of the direct Cost of the Work.

(v) Omitted.

(vi) The Construction Manager shall include with each monthly Application for Payment an itemization of each requested draw from the Contingency Account (by date, payee, purpose and amount of each transfer or payment – detailed by labor hours and rate, materials, supplies, taxes and insurance, plus any other documentation required to allow the Owner and / or the Professional to properly evaluate the cost estimate, plus the mark-up fee) made during the Billing Month.

(vii) The total mark-up fee shall mean the full amount of compensation, both indirect and direct, including without limitation all overhead, profit and general conditions, to be paid to the Subcontractors or Sub-subcontractors.

(viii) The mark-up fee shall be a fixed percentage based on the Cost of the Work (excluding bonds and insurance costs). The mark-up fee shall be computed as follows:

(a) Ten percent (10%) of that portion of the Work to be performed by a

Subcontractor with its own forces.

(b) Ten percent (10%) of that portion of the Work to be performed by a Sub-

Subcontractor with its own forces, or any lower tier of subcontractor, plus five (5%) for the Subcontractor. Total mark-up fee shall not exceed (15%).

(ix) All approved proposed contingency usage modifying the Construction Manager’s Schedule of Values shall be incorporated into each monthly Pay Application.

5.3.4 Sales Tax Recovery Program (Owner’s Direct Purchasing). The Owner may elect to have the Construction Manager participate in the Owner Direct Purchasing Program, as specified in Article 11 and Exhibit B, Section 12.14. The purchasing level for a single order and the single vendor is also specified in Article 11, along with the fee percentage for the sales tax recovery administrative fee.

5.4 Compensation for Change Orders. Amounts owed by the Owner to the Construction Manager, and the amount of the GMP for Construction Services established in the executed Exhibit E, Authorization for Construction shall be adjusted by duly authorized Change Orders.

5.4.1 Change Order – Increase in Scope or Costs.

(i) For change orders increasing the Construction Manager’s scope of services or costs, the Owner shall pay the Construction Manager the aggregate net cost (including the “Change Order Fee” – see (ii) below) directly paid by the Construction Manager to the subcontractors or suppliers for the performance of the Change.

Such costs shall be charged at the lowest price available to the Construction Manager but in no event shall such costs exceed competitive costs available from other subcontractors, suppliers, manufacturers and distributors in the area of the Project site. Full documentation of all costs shall be included in the itemized cost estimate, including labor by hours and rate, materials, supplies, taxes and insurance plus any other documentation required to allow the Owner and/or the Professional to properly evaluate the cost estimate.

(ii) The total Change Order Fee shall mean the full amount of compensation, both indirect and direct, including without limitation all overhead, profit and general conditions, to be paid to the Construction Manager and Subcontractors or Sub-subcontractors. The Change Order Fee shall be a fixed percentage based on the Cost of the Work (excluding bonds and insurance costs). The Change Order Fee shall be computed as follows:

1. Ten percent (10%) of the Cost of the Work of that portion of the Work to be performed by a Subcontractor with its own forces, plus the Construction Manager’s Fee as set forth in Article 11. The total combined Change Order Fee shall not exceed the sum of both.

2. Ten percent (10%) of the Cost of the Work of that portion of the Work to be performed by a Sub-Subcontractor with its own forces, or any lower tier of subcontractor, plus five (5%) for the Subcontractor, plus the Construction Manager’s Fee as set forth in Article 11. Total combined Change Order Fee shall not exceed the sum of the three percentages.

5.4.2 Change Order – Decrease in Scope or Cost. For change orders, decreasing the

Construction Manager’s scope of services or costs, the Owner shall receive a credit in the amount of the Cost of the Work, which is decreased by the Change.

5.4.3 Change Orders and General Conditions. For the purposes of Changes to the Work, the

General Condition items described in the GMP per Exhibit A, Construction Manager’s Required Services, Subparagraph 2.10.4, shall not be included in the calculation of the increased or decreased Cost of the Work unless the Change directly increases or decreases the cost of a line item therein in a direct and documentable manner and, in that case, only the line item directly increased or decreased shall be included in the calculation.

An increase or decrease in the scope of supervisory or staff personnel’s responsibility shall not be considered to increase/decrease the cost of line items relating to supervisory or staff personnel.

5.4.4 Change Order – Disputed.

(i) If the Construction Manager disputes a change order decision pursuant to Exhibit

B, General Terms and Conditions, Paragraph 9.9, it must give the Owner its written notice of dispute, including the reasons, therefore, within seven (7) calendar days of the disputed decision.

(ii) For change orders directed by a Professional to be performed by the Construction Manager on a time-and-materials basis pursuant to the Exhibit B, General Terms and Conditions, Subparagraph 9.5, the Owner shall pay the Construction Manager the actual reasonable incurred cost and expenses paid to those subcontractors and suppliers performing the Work not to exceed the Change Order Fee percentages of the Cost of the Work noted in 5.4.1above.

5.4.5 The Construction Manager agrees that any designated Owner's representative will have the right to examine the Construction Manager's records to verify the accuracy and appropriateness of the pricing data used to price change proposals. Even after a Change Order Proposal has been approved, the Construction Manager agrees that if the Owner later determines the cost and pricing data submitted was inaccurate, incomplete, not current, or not in compliance with the terms of the contract regarding pricing of Change Orders; then an appropriate contract price reduction will be made.

5.4.6 Construction Manager agrees to provide and require all Subcontractors to provide a breakdown of allowable labor and labor burden cost information as outlined in this Article.

This information will be used to evaluate the potential cost of labor and labor burden related to Change Order work. It is intended that this information represents an accurate estimate of the Construction Manager’s actual labor and labor burden cost components. This information is not intended to establish fixed billing or Change Order pricing labor rates.

However, at the time Change Orders are priced, the submitted cost data for labor rates may be used to price Change Order work. The accuracy of any such agreed upon labor cost components used to price Change Orders will be subject to later audit. Approved Change Order amounts may be adjusted later to correct the impact of inaccurate labor cost components if the agreed upon labor cost components are determined to be inaccurate.

5.5 Liquidated Damages. If liquidated damages are assessed pursuant to Exhibit B, General Terms and Conditions, Section 15, such damages shall be imposed where the delay to the Substantial or Final Completion date is due to the fault of the Construction Manager. For failure to meet Substantial Completion, liquidated damages shall be calculated as specified in Article 11. Liquidated damages are the sole remedy for delays caused by the Construction Manager.

5.6 Limitations on Owner’s Designated Representative. The Owner’s Designated Representative

(the Architect/Engineer) shall only be permitted to bind the Owner for changes to the Scope of Services that do not exceed the Project specific authority designated to the Owner’s Designated Representative during the approval of this Agreement, and/or that does not exceed the parameters set forth in the Owner’s Procurement Policies and Procedures, a copy of which shall be made available to the Professional upon request.

ARTICLE 6

SPECIFIC INSURANCE REQUIREMENTS

6.1 The Owner has specified in Article 11, the responsibility for insurance requirements. The Owner may elect to provide insurance under an Owner-Provided Insurance Program, and the Construction Manager is not required to provide insurance. Under an Owner-Provided Insurance Program, the Construction Manager will communicate and cooperate with the Owner and the Owner’s insurance broker, as required.

6.2 If the Owner specifies in Article 11, and Exhibit F, for the Construction Manager to provide a Construction Manager-Provided Insurance Program, the Construction Manager shall provide insurance, in a policy acceptable to Owner, “all-risk” (i.e., Special Form) property/builder’s risk insurance on all such construction, additions, modifications, machinery, and equipment. The amount of the insurance shall be no less than the Contract Price as may be adjusted from time to time by Change Order. The policy shall be issued on a non-reporting form of policy. The coverage shall not be subject to any restriction with respect to occupancy or use by Owner and shall remain in full effect until Substantial Completion. In addition to Construction Manager, the Owner, and the Subcontractors shall also be insureds on this policy. The maximum deductible for other than windstorm or hail shall be $10,000 per occurrence. The maximum deductible per occurrence for windstorm and hail shall be the greater of $20,000 or 5% of the Contract Price. The property policy(ies) must be endorsed to provide the following: (i) to waive the insurer’s right to subrogate against Owner, and its members, officials, officers and employees and (ii) to provide a notice of cancellation endorsement assuring that Owner shall receive not less than 45 calendar days advance written notice of cancellation. Failure of the Construction Manager to obtain and maintain required insurance shall be grounds for termination of the Contract by the Owner for cause.

Except with respect to any building(s) which will be newly constructed under the terms of this Contract, Owner agrees to continue to provide property insurance for the buildings that are the subject of this Contract to the extent such buildings are listed on Owner’s property insurance as of the inception of this Contract.

6.2.1 The Construction Manager shall purchase and maintain at all times that it is performing services under this Contract from a company or companies authorized to do business in the State of Florida, insurance policies containing the types of coverages and minimum limits of liability as set forth in for Exhibit C, Pre-Construction Services Fee Compensation, Appendix C4, and Exhibit F, Schedule of Required Insurance for Construction of the Work, protecting from claims which may arise out of or result from the performance or non-performance of services under this Contract.

ARTICLE 7

PERSONNEL, SUBCONTRACTOR, SUPPLIER

AND CONSULTANT CHARTS

7.1 Exhibit C, Pre-Construction Services Fee Compensation, Appendix C3, shall list by name, job category, and responsibility, the Construction Manager’s primary employees who will perform those services. In addition, for the Guaranteed Maximum Price Proposal, the Construction Manager shall provide a Construction Manager’s Personnel Chart for Construction, Exhibit C Appendix C3. With respect to both such lists, the Construction Manager shall promptly inform the Owner in writing of any proposed replacements, the reasons, therefore, and the name(s) and qualification(s) of proposed replacement(s). The Owner shall have the right to reject any proposed replacement for good cause.

7.2 As part of the Guaranteed Maximum Price Proposal, the Construction Manager shall provide the Owner Exhibit D, Tab 4, with the Construction Manager’s Proposed Subcontractors and Suppliers Chart. The Construction Manager's Proposed Subcontractors and Suppliers Chart shall list by name and general Project responsibility each subcontractor and supplier who will be utilized by the Construction Manager to provide goods or services with respect to the Project. The Construction Manager shall promptly inform the Owner in writing of any proposed replacements, the reasons, therefore, and the name(s) and qualification(s) of proposed replacement(s). The Owner shall have the right to reject any proposed replacement for good cause.

7.3 The Owner shall prepare and attach Exhibit G, Owner's Consultant’s Chart, which lists by name and general duties each consultant retained by the Owner to provide services with respect to the Project. The Owner reserves the right to engage any other consultants which it may deem necessary or desirable, or replace any Consultant listed thereon.

ARTICLE 8

CONSTRUCTION SCHEDULE, SPECIFIC BOND REQUIREMENTS,

PAYMENT SCHEDULE, AND QUALITY CONTROL AND TESTING

8.1 Time for Performance.

8.1.1 Delivery of Pre-Construction Services. The Construction Manager shall commence delivery of its Pre-Construction Services on an agreed-upon date reflected in the Exhibit C, Pre-Construction Services Fee Compensation, Appendix C2, and shall deliver such services in a prompt and expeditious manner so as not to delay the Owner or the Professional(s).

8.1.2 Commencement of Construction. The Construction Manager shall commence construction services on the date set forth in Exhibit E, Authorization for Construction and the Guaranteed Maximum Price Proposal Construction Schedule incorporated therein, which date will be confirmed by written Notice to Proceed issued by the Owner (the “Commencement Date”).

8.1.3 Substantial Completion. The Construction Manager shall accomplish Substantial

Completion of the Work on or before a date to be agreed upon and set forth in Exhibit E, Authorization for Construction and shall prosecute the Work pursuant to the Construction Schedule incorporated therein.

8.1.4 Final Completion. The Construction Manager shall accomplish Final Completion of the Work on or before the time period established in Exhibit E, Authorization fort Construction.

8.2 Project Schedule. In Exhibit C, Appendix C2, Schedule for Performance of Pre-Construction

Services, the Construction Manager shall continue to update the Schedule for Pre-Construction Services, as described in Exhibit A, paragraph 2.1.3, General Terms and Conditions, and the Construction Manager shall prepare a comprehensive construction schedule per , Exhibit D, Guaranteed Maximum Price Proposal Forms and Instructions, for the GMP proposal.

8.3 Schedule of Values. The Construction Manager shall prepare a Schedule of Values for the

Construction Work as part of Pre-Construction Services as described in Exhibit D, Guaranteed Maximum Price Proposal Instructions and Supporting Forms, and the same shall be incorporated into the Guaranteed Maximum Price Proposal.

8.4 Bond Requirements.

8.4.1 The Construction Manager shall be required to provide payment and performance bonds, on any single project costing two hundred thousand dollars ($200,000) or more. Each bond shall be equal to one hundred percent (100%) of the single project amount for projects in access of two hundred thousand dollars ($200,000) or more, and shall be with a surety insurer authorized to do business in Florida. The amount of the premiums for such bonds shall be included in the estimate of Owner’s Costs provided to the Owner as described in Exhibit B, General Bond Requirements, Section 18, and the same shall be incorporated into the Guaranteed Maximum Price Proposal.

8.4.2 Performance and Payment Bonds shall meet all requirements of Section 255.05, Florida

Statutes, for public construction bonds. In accordance with the requirements of Section 255.05(1) and (1)(b), Florida Statutes, Construction Manager shall, before commencing the Work, execute the bonds and record in the Public Records of Seminole County, Florida, a copy of the Performance and Payment Bonds. Construction Manager shall deliver before commencing the work provide to Owner a certified copy of the recording of said Bonds.

The delivery of such evidence is a condition precedent to Owner’s obligation to make any progress payments to Construction Manager hereunder.

8.4.3 The bonds will be acceptable to the Owner per the requirements of Exhibit B, General

Bond Requirements, Section 18.

8.4.4 The Payment and Performance Bonds are in the form attached hereto as Exhibit H, Required Form of Payment and Performance Bond.

8.4.5 If the Surety for any bond furnished by the Construction Manager is declared bankrupt, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by this Agreement, the Construction Manager shall, within thirty (30) calendar days thereafter, substitute another bond and surety, both of which shall be subject to the Owner’s approval.

8.4.6 Article 11 identifies additional Bonds required for this specific Project.

8.5 Quality Control And Testing. Refer to Article 11 for quality control responsibility, testing agencies, and the cost for specified measures and tests required.

ARTICLE 9

SCOPE OF WORK FOR GRANT FUNDING

9.1 Grant Funding. The Construction Manager agrees and acknowledges that some Projects may be funded by Federal and State grant monies. Article 11, identifies if this Project contains and Grant fund and if additional scopes of service are required by the Construction Manager.

9.1.1 Any future grant agreements awarded to the Owner for these Projects are hereby incorporated herein and constitute a material part of this Agreement per the scope of work documented on Exhibit J, Scope of Work for Grant Funding. As such, the Construction Manager shall agree to cooperate with the Owner and assist with construction cost details/breakdowns in order to assure compliance with all requirements of the funding entity applicable to use of the monies, including providing access to and the right to examine relative documents related to the Project and as specifically requested by the Federal or State granting agency.

9.1.2 Construction Manager shall allow access to its records at reasonable times to all funding agencies, their employees, and agents. “Reasonable” shall ordinarily mean during normal business hours of 8:00 a.m. to 5:00 p.m., local time, on Monday through Friday. “Agents” shall include, but not be limited to, auditors retained by the funding agencies.

9.1.3 Construction Manager shall be bound by the terms of each grant agreement listed above, and by the terms of any subsequent grant agreement entered into by the Owner to fund this Project; and Construction Manager shall be bound by all applicable state and federal laws and regulations; and Construction Manager shall hold the funding agencies and the Owner harmless against all claims of whatever nature arising out of the Construction Manager’s performance of work under the grant agreements, to the extent allowed and required by law.

9.1.4 The Construction Manager certifies, by its signature to this Agreement, that to the best of his or her knowledge and belief:

(i) No federal appropriated funds have been paid or will be paid, by or on behalf of the

Construction Manager, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or…