GENERAL TERMS and CONDITIONS

Public Works Department Engineering Division

April 2025 Edition

General Terms and Conditions April 2025 Edition Page 2 of 49

GENERAL TERMS AND CONDITIONS TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS

ARTICLE 2 CONSTRUCTION DOCUMENTS

2.1 Sets of Documents

2.2 Minimum Requirements

2.3 City of Fort Myers Disclaimer of Warranty

2.4 Interpretation of Construction Documents

2.5 Conflicts in Documents

2.6 Shop Drawings and Submittals

2.7 Contract Changes

2.8 Substitutions

2.9 Ownership of Documents

ARTICLE 3 CONSTRUCTION MANAGER’S REVIEWS AND EVALUATIONS

3.1 Sufficiency of Construction Documents and Drawings

3.2 Sufficiency of Site

ARTICLE 4 CONSTRUCTION MANAGER’S DUTIES, OBLIGATIONS AND RESPONSIBILITIES 11

4.1 Performance of Work

4.2 Compliance with Governmental Requirements

4.3 Safety

4.4 On Site Records

4.5 Bribes and/or Kick-Backs

4.6 Quality Control and Testing

4.7 Incident Reporting

4.8 Hazardous Substances

4.9 City of Fort Myers' Use of and Access to the Site

4.10 Commissioning

4.11 Errors and Omissions

ARTICLE 5 CONSTRUCTION MANAGER’S PERSONNEL, SUBCONTRACTORS, SUPPLIERS AND

SITE FACILITIES

5.1 Project Staffing

5.2 Subcontractor/Supplier Contracts

5.3 Resolution of Trade Disputes

ARTICLE 6 GOODS, PRODUCTS AND MATERIALS

6.1 Quality of Materials

6.2 Installation and Use of Materials

6.3 Unsuitable Materials

6.4 Consistency with Overall Project

6.5 Security for the Project

ARTICLE 7 DOCUMENTS AND INFORMATION

7.1 Information from City of Fort Myers

7.2 Resolution of Questions

7.3 Processing of Documents

April 2025 Edition Page 3 of 49

7.4 Sufficiency of City of Fort Myers Information

ARTICLE 8 SUBMITTALS

8.1 Submittal Schedule

8.2 Processing of Submittals

ARTICLE 9 CONSTRUCTION MANAGER’S INSPECTION AND CORRECTION OF DEFECTIVE

OR INCOMPLETE WORK

9.1 Rejection and Correction of Work in Progress

9.2 Covered or Concealed Work

ARTICLE 10 CHANGE ORDERS AND CHANGES TO THE WORK

10.1 Change Order Requests

10.2 City of Fort Myers-Directed Changes

10.3 Consultant-Directed Changes

10.4 Administration of Changes

10.5 Compensation for Changes

10.6 Performance of Changes

10.7 Disputes Regarding Changes

10.8 Necessity for Signature Approval

ARTICLE 11 CITY OF FORT MYERS' CONSULTANT(S), CONSULTANT(S) AND

CONSTRUCTION ADMINISTRATION

11.1 City of Fort Myers' Designated Consultant Representative

11.2 Consultant Site Visits

11.3 Consultant Rejection of Work

11.4 Consultant Evaluations

11.5 Consultant Submittal Activities

11.6 Consultant Interpretations

11.7 Consultant Change Order Activities

11.8 Consultant Pay Application Activities

11.9 Consultant Relationship to Construction Manager

ARTICLE 12 INSPECTION, CORRECTION OF WORK, AND PROJECT CLOSE OUT

12.1 Substantial Completion

12.2 Final Completion

ARTICLE 13 CONSTRUCTION MANAGER’S WARRANTIES AND GUARANTEES

13.1 One-Year Warranty

13.2 Express Warranties and Guarantees – Construction Manager

13.3 Express Warranties and Guarantees – Subcontractors and Suppliers

13.4 Non-Exclusivity and Survival

13.5 Non-Limitation

13.6 Commencement of Obligations

ARTICLE 14 CITY OF FORT MYERS' DUTIES, OBLIGATIONS AND RESPONSIBILITIES

14.1 Compensation of Construction Manager

14.2 City of Fort Myers Review of Construction Manager’s Documents

14.3 Status of City of Fort Myers

14.4 City of Fort Myers' Utilities

April 2025 Edition Page 4 of 49

ARTICLE 15 CONSTRUCTION MANAGER’S COMPENSATION

15.1 Unit Prices

15.2 Schedule of Values

15.3 Trench Safety Act

15.4 Invoicing Procedures

15.5 Payment Procedures

15.6 City of Fort Myers' Right to Refuse Payment

15.7 Dispute

15.8 Correction of Past Payments

15.9 Invoice Warranties and Guarantees

15.10 Taxes

15.11 Compensation of Subcontractors and Suppliers

15.12 Retainage

15.13 Final Payment

ARTICLE 16 SCHEDULE REQUIREMENTS

16.1 Construction Schedule

16.2 Delay in Performance

16.3 Modifications of Time for Performance

16.4 Early Completion

16.5 Document Review

ARTICLE 17 TIME OF PERFORMANCE

17.1 Time of the Essence

17.2 Contract Time/Liquidated Damages

17.3 Delay Claims for Additional Time

17.4 Compensable Delay

17.5 Excusable Delay

17.6 Waiver

ARTICLE 18 CONCEALED AND UNFORESEEN CONDITIONS

18.1 Notification Regarding Concealed & Unforeseen Conditions

ARTICLE 19 PROPRIETARY DOCUMENTS AND CONFIDENTIALITY

19.1 Nature and Use of Information

19.2 Ownership of Information

19.3 Disclosure of Information

19.4 Instructions to Employees

19.5 Non-Publication

ARTICLE 20 INSURANCE

20.1 Insurance Requirements

ARTICLE 21 GENERAL BOND REQUIREMENTS

21.1 General Bond Requirements

21.2 Requests for Copies of Bonds

21.3 Delivery of Bonds

ARTICLE 22 CITY OF FORT MYERS' RIGHT TO STOP WORK

22.1 Cease and Desist Order

April 2025 Edition Page 5 of 49

ARTICLE 23 TERMINATION OR SUSPENSION OF CONTRACT FOR CONSTRUCTION

23.1 Termination for Cause by City of Fort Myers

23.2 Termination for Cause by Construction Manager

23.3 Termination or Suspension for Convenience

23.4 Construction Manager’s Compensation when Construction Manager Terminates for Cause or City of Fort Myers Terminates for Convenience

23.5 Construction Manager’s Compensation when City of Fort Myers Terminates for Cause

23.6 Limitation on Termination Compensation

23.7 Construction Manager’s Responsibility upon Termination

23.8 Lack of Duty to Termination

ARTICLE 24 DISPUTE RESOLUTION

24.1 Mutual Discussion

24.2 Performance during Dispute Resolution

24.3 Litigation/Administrative Action

ARTICLE 25 DAMAGES AND REMEDIES

25.1 Construction Manager’s Repair

25.2 Construction Manager’s Reimbursement

25.3 Liquidated Damages

25.4 Non-Exclusivity of City of Fort Myers' Remedies

25.5 Waiver of Damages

ARTICLE 26 INDEMNIFICATION

26.1 Indemnification

ARTICLE 27 MISCELLANEOUS PROVISIONS

27.1 Effective Date

27.2 Terms

27.3 Assignment

27.4 Venue

27.5 Remuneration

27.6 Public Records

27.7 Convicted Vendor List

27.8 Annual Appropriation

27.9 Sales Tax

27.10 E-Verify

27.11 Minority Business Enterprise Participation Policy

27.12 Human Trafficking

27.13 Florida Civil Rights Act (FCRA)

27.14 Foreign Corporation

27.15 Civil Litigation

27.16 Drug Free Workplace

27.17 Force Majeure

27.18 Unti Costs

27.19 Conflict of Interest

27.20 Exhibits

27.21 Public Bid Disclosure

April 2025 Edition Page 6 of 49

27.22 Notices

27.23 Integration

27.24 Severability

27.25 Waiver

27.26 Strict Compliance

27.27 Third-Party Beneficiaries

27.28 Assignment of Anti-Trust Claims

27.29 Survival

27.30 Independent Contractor

April 2025 Edition Page 7 of 49

ARTICLE 1 DEFINITIONS

When one of the following capitalized words, terms or phrases is used in the Construction Contract (as defined below), 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.

Agreement Between City of Fort Myers and Construction Manager: A written agreement between the City of Fort Myers and a Construction Manager for provision of goods, products, materials, equipment, systems, management, supervision, labor and services required to construct all or part of a “Project”, as may be more particularly defined in an Agreement between City of Fort Myers and Construction Manager.

Certificate of Final Completion: Document declaring that the Work has been completed in accordance with the Contract for Construction and the City of Fort Myers has received all documents and items necessary for closeout of the Work, including those set forth in Division 1 of the Specifications, Section 01 78 00.

Certificate of Substantial Completion: Document declaring the Work satisfactorily completed for its intended purpose so the City of Fort Myers can occupy or beneficially use, and a certificate of occupancy has been issued as set forth in Division 1 of the Specifications, Section 01 65 19.

Construction Contract: The entirety of the contract between the City of Fort Myers and Construction Manager, which includes the following documents: 1) the Agreement; 2) the General Terms and Conditions; 3) the Construction Documents; and 4) the Solicitation documents issued for RSQ No. 25- 043.

The documents comprising the Construction Contract are complementary to one another and to the extent there is a conflict between any of these documents, the documents shall govern in the following order of precedence: first, the Agreement; second, the General Terms and Conditions; third, the technical Project design specifications incorporated in the Construction Documents; fourth, the design drawings incorporated in the Construction Documents; and fifth, the Solicitation documents.

The Construction Contract shall not be construed to create a contractual relationship of any kind (1) between the Consultant and Construction Manager, (2) between the City of Fort Myers and a Subcontractor or Sub-contractor, or (3) between any persons or entities other than the City of Fort Myers and Construction Manager.

Construction Documents: Plans, specifications, including, but not limited to, Division 1 of the Specifications (defined below), change orders, revisions, addenda, and other information which set forth in detail the Work.

Construction Manager: Th e entity engaged directly by the City of Fort Myers to provide construction management services in response to RSQ-25-043.

Construction Price: The dollar amount for which the Construction Manager agrees to perform the Work (defined below).

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

Kirk Zimmerman A comment legal has repetitively made to us is we should be periods, not semi-colons.

Amanda Browning-Richardson I do not recall ever saying this to you

April 2025 Edition Page 8 of 49

Contract For Consultant Services: A written agreement between the City of Fort Myers and a Consultant for provision of services and related items required to design or engineer all or part of a Project.

Consultant: An entity, including, but not limited to, a licensed architect or engineer, engaged directly by the City of Fort Myers to provide design, engineering or construction inspection services.

Division I of the Specifications: Sets forth the City of Fort Myers' requirements that the Construction Manager needs to comply with for all projects. Also incorporated in Division I by reference are standard Project Forms which must be completed by Construction Manager and/or Consultant as applicable.

Final Completion: The stage of construction when the Work has been completed in accordance with the Contract for Construction and the City of Fort Myers has received all documents and items necessary for closeout of the Work.

Hazardous Substances: The term "Hazardous Substances" means all hazardous or toxic substances, materials, wastes, pollutants and contaminants which are listed, defined, or regulated under applicable laws, rules, regulations, codes, ordinances, orders and directives pertaining or related to health, safety or the environment, including, but not limited to, the Comprehensive Environmental Response Compensation and Liability Act as amended, (42 U.S.C. § 9601 et seq), the Resource Conservation and Recovery Act as amended, (42 U.S.C. § 6901 et seq), the Federal Water Pollution Control Act (33 U.S.C.A. §§ 1251 to 1387), the Clean Air Act (42 U.S.C.A.

§§ 7401 to 7671q), the Emergency Planning and Community Right to Know Act (42 U.S.C.A. §§ 11001 to 11050), the Toxic Substances Control Act (15 U.S.C.A. §§ 2601 to 2692), the Solid Waste Disposal Act (42 U.S.C.A. §§ 6901 to 6992k), the Oil Pollution Act (33 U.S.C.A. §§ 2701 to 2761) and all rules and regulations now or hereafter promulgated pursuant thereto. Without limiting the generality of the foregoing, “Hazardous Substances” shall specifically include polychlorinated biphenyl, asbestos (friable and non-friable), radon, urea formaldehyde, gasoline, diesel, oil, hydrocarbons, petroleum derived constituents, radioactive, biomedical waste, or hazardous or toxic residue.

Project Design Schedule: The timetable which sets forth the required relationships between, and pertinent dates for, required completion of design and engineering services, documents and related activities.

Site: The geographical location of a Project as defined in the Construction Documents.

Substantial Completion: The stage of construction when the City of Fort Myers can safely occupy or beneficially use satisfactorily completed Work for its intended purpose and a certificate of occupancy has been issued.

Work: Means the construction and all services required by the Construction Documents including, but not limited to, any and all 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 to be performed or supplied and/or necessary 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

CONSTRUCTION DOCUMENTS

2.1 Sets of Documents. The City of Fort Myers shall provide the Construction Manager with one

April 2025 Edition Page 9 of 49 digital set of documents. Any additional copies of Construction Documents required by the Construction Manager for execution of the Work shall be made by the Construction Manager at the Construction Manager’s expense.

2.2 Minimum Requirements. In every case, requirements established by the Construction Documents shall be considered as the minimum which will be accepted.

2.3 City of Fort Myers Disclaimer of Warranty. The City of Fort Myers has requested that its Consultant(s) prepare documents for the Project, including the plans and specifications for the Project, which are to be complete, accurate, coordinated, and adequate for bidding, negotiating and constructing the Work. However, the City of Fort Myers makes no representation or warranty of any nature whatsoever to the Construction Manager concerning such documents. The Construction Manager hereby acknowledges and represents that it has not relied, and does not and will not rely, upon any representations or warranties by the City of Fort Myers concerning such documents, as no such representations or warranties have been or are hereby made.

2.4 Interpretation of Construction Documents: The intent of the Construction Documents is to include the items necessary for the proper execution and completion of the Work by the Construction Manager. The Construction Documents are complementary, and what is required by one shall be binding as if required by all.

2.5 Conflicts in Documents. In the event of any conflict, discrepancy, or inconsistency among any of the documents which make up the Construction Documents, the following shall control:

2.5.1 As between figures given on plans and scaled measurements, the figures shall govern;

2.5.2 As between large-scale plans and small-scale plans, the large-scale plans shall govern; and

2.5.3 As between a graphic and written description in the drawings, the written description shall govern.

2.6 Shop Drawings and Submittals. Shop drawings and other submittals from the Construction Manager or its subcontractors and suppliers do not constitute a part of the Construction Documents.

2.7 Contract Changes. The Construction Manager understands and agrees that the Contract for Construction cannot be changed except as provided herein. No act, omission or course of dealing by the parties shall alter the requirement that modifications of the Contract for Construction can be accomplished only by written documents signed by both parties.

2.8 Substitutions. Substitutions for a specified system, product or material may be requested by the Construction Manager. The Consultant’s written approval must be issued as an addendum before the bid date or issuance of a “Guaranteed Maximum Price” (GMP). All requests for substitutions must be submitted prior to the opening of bids, and approvals granted no less than fourteen (14) calendar days prior to the bid date or GMP date.

2.8.1 In substituting materials or equipment, the Construction Manager assumes all responsibility for any changes in systems or for modifications required in related or adjacent work to accommodate such substitution and shall be the Construction Manager’s sole responsibility. None of the extra costs from such approval shall be a cost to the City of Fort Myers, the Consultant, or other construction manager.

The Consultant of record will be responsible for all architectural or engineering revisions to the Construction Documents and shall be reimbursed by the Construction Manager for the costs of making such revisions.

2.8.2 In making its request for submissions, the Construction Manager shall list the particular system, April 2025 Edition Page 10 of 49 products or material for which a substitution is requested and the justification for such a request.

Requests submitted shall include any and all adjustments required by the substitution and any other Work affected thereby. The Consultant and City of Fort Myers may reject a substitution for material reasons, or the rejections may be based on design intent of the Consultant with the City of Fort Myers' written consent.

2.9 Ownership of Documents. The Construction Documents (defined within the General Terms and Conditions) are and shall remain the property of City of Fort Myers and City of Fort Myers shall retain all common law, statutory and other reserved rights with respect thereto. Construction Manager is granted a limited license to use and reproduce, and to permit its subcontractors to use and reproduce, applicable portions of the drawings and specifications and other documents prepared by the Consultant to and for use in the execution of the Work under the Construction Documents.

ARTICLE 3

CONSTRUCTION MANAGER’S REVIEWS AND EVALUATIONS

3.1 Sufficiency of Construction Documents and Drawings. The Construction Manager acknowledges its continuing duty to review and evaluate the Construction Documents during the performance of its services and shall immediately notify the City of Fort Myers and the Consultant(s) in writing about any (i) problems, conflicts, defects, deficiencies, inconsistencies or omissions it discovers in or between the Construction Documents; and (ii) variances it discovers between the Construction Documents and applicable laws, statutes, building codes, rules and regulations.

3.1.1 If the Construction Manager performs any Work which it knows, or should have known, involves

(i) a recognized problem, conflict, defect, deficiency, inconsistency or omission in the Construction Documents; or (ii) a variance between the Construction Documents and requirements of applicable laws, statutes, building codes, rules and regulations, without notifying the City of Fort Myers and Consultant(s) in writing and prior to receiving written authorization from the Consultant(s) to proceed, the Construction Manager shall be responsible for the consequences of such performance.

3.1.2 Drawings are generally drawn to scale; however, the figured dimensions or notes thereon shall govern. Before ordering any materials or doing any Work, the Construction Manager and subcontractors shall verify all measurements at the Site and shall be responsible for the correctness of same.

Discrepancies shall be reported in writing to the City of Fort Myers and Consultant prior to proceeding with the Work. No extra charge or compensation will be entertained due to differences between actual measurements and dimensions indicated on drawings, if such differences do not result in a written change in the scope of Work or if the City of Fort Myers and Consultant failed to receive written notice before the Work was performed.

3.2 Sufficiency of Site. Prior to signing the Contract for Construction, the Construction Manager acknowledges that it has:

visited the Site and become familiar with local conditions under which the Project is to be constructed and operated; and reviewed and familiarized itself with the Site survey and any existing structures on the Site and gathered all other information necessary for a full understanding of the Work.

In addition, if the Work involves modifications to or remodeling of an existing structure(s) or other man-made feature(s) on the Site, the Construction Manager acknowledges that it has also:

reviewed all as-built and record drawings, plans and specifications, if available; and

Kirk Zimmerman spacing

Should ARTICLEs 3, 4, 5, and 6 go in the "Agreement" instead of the general terms and conditions? these read (to me) like operational responsibilities of the construction manager similar to Article 3 of the Agreement (construction manager's basic services)�

April 2025 Edition Page 11 of 49 thoroughly inspected the structure(s) and man-made feature(s) to be modified or remodeled prior to submission of bid, if any, but in all events prior to signing the Contract for Construction.

Claims resulting from the Construction Manager’s failure to familiarize itself with the Site or pertinent documents shall be deemed waived.

ARTICLE 4

CONSTRUCTION MANAGER'S DUTIES, OBLIGATIONS AND RESPONSIBILITIES

4.1 Performance of Work. The Construction Manager shall perform and complete its obligations under the Construction Contract, and covenants with the City of Fort Myers to furnish management, supervision, coordination, labor and services: (i) which expeditiously, economically and properly completes the Work in the manner most consistent with the City of Fort Myers' interests and objectives; (ii) which comply with the Construction Contract; and (iii) which are in accordance with the highest standards currently practiced by persons and entities performing or providing management, supervision, coordination, labor and services on projects similar in size, complexity and cost to the Project.

4.1.1 The Construction Manager shall not be required to provide services which constitute the practice of architecture or engineering, unless provided in the Construction Documents and relating to those divisions of the Work for which it is appropriate for Construction Manager’s subcontractors to engage or employ licensed architects or engineers for design associated with the Work.

4.1.2 All services rendered by the Construction Manager for the Project shall be performed by or under the immediate supervision of persons possessing expertise and appropriate licenses in the discipline of the service being rendered.

4.1.3 The Construction Manager shall, in the course of providing the Work, cooperate and communicate with the City of Fort Myers or the Consultant as designated by City of Fort Myers and all other persons or entities as required for satisfactory completion of the Project.

4.1.4 The Construction Manager shall not accept nor rely on direction from anyone other than City of Fort Myers' designated representative or Consultant for the Project. If Construction Manager fails to comply with this requirement, it shall do so at its own risk and shall be responsible for all costs associated therewith.

4.1.5 The Construction Manager understands and acknowledges that the Work referred to in the Contract for Construction may be only part of the Project and that the Project may include the construction of other structures or other construction activities on the same Site. The Construction Manager shall conduct all its activities so as not to interfere with the construction of, or operations within or from, other structures on the Site.

4.1.6 The Construction Manager shall not damage, endanger, compromise or destroy any part of the Project or the Site, including by way of example and not limitation, work being performed by others on the Site, monuments, stakes, benchmarks and other survey points, utility services, and existing features or structures on the Site. Should the Construction Manager damage, compromise or destroy any part of the Project or the Site, the Construction Manager shall be fully and exclusively responsible for and bear all costs associated therewith.

April 2025 Edition Page 12 of 49

4.2 Compliance with Governmental Requirements. The Construction Manager shall:

(i) comply with all applicable laws, statutes, building codes, rules, regulations and lawful orders of all governmental, public and quasi-public authorities and agencies having jurisdiction over the Project;

(ii) prepare and file documents required to obtain, and shall obtain, all necessary approvals and permits, including building permit(s), of all governmental authorities having jurisdiction over the Work, provided City of Fort Myers shall pay all building permit, impact fees and state fire marshal inspection fees directly; and

(iii) give all notices required of it by governmental authorities relating to the Project.

4.2.1 Scheduled Inspections. All building code compliance inspections will be conducted upon request by the Construction Manager. Any re-inspection for Work not ready for inspection, or for failed inspections as determined by the City of Fort Myers' Building Official shall be at the Construction Manager’s sole cost and responsibility.

4.3 Safety. Safety shall be a prime concern of the Construction Manager at all times. The Construction Manager shall be solely responsible for and have control over the means, methods, techniques, sequences and procedures for coordinating and constructing the Work, including Site safety and safety precautions and programs.

4.4 On Site Records. The Construction Manager shall maintain at the Site one current record copy of all drawings, specifications, addenda, approved shop drawings, daily logs, change orders, submittals, other modifications and all other documents generated throughout the course of the project in good order and accurately marked depicting all changes as they occur during construction. The as-built drawings shall be available at all times to the City of Fort Myers, the Consultant(s), and quality control and testing agency personnel. The record drawings shall be neatly and clearly marked in color during construction to record all variations made during construction, and the Construction Manager shall include such supplementary notes and details necessary to clearly and accurately represent as-built construction. The daily logs shall contain detailed information regarding weather conditions, materials delivered, work performed, operating hours, subcontractors working on the Project and staffing of each subcontractor.

4.5 Bribes and/or Kick-Backs. The Construction Manager shall not by any means:

(i) induce any person or entity employed in the construction of the Project to give up any part of the compensation to which that person or entity is entitled;

(ii) offer nor accept any bribes or kick-backs in connection with the Project from or to any individual or entity, including any of its trade contractors, subcontractors, consultants, suppliers or manufacturers of Project goods and materials; or

(iii) without the express written permission of the City of Fort Myers, the Construction Manager shall not call for or by exclusion require or recommend the use of any subcontractor, consultant, Product, material, equipment, system, process or procedure in which the Construction Manager has a direct or indirect proprietary or other pecuniary interest.

4.6 Quality Control and Testing. The Construction Manager shall develop and implement a quality management program to ensure quality construction. The City of Fort Myers shall select and pay for the quality control and testing agencies. The Construction Manager shall coordinate all tests and inspections required by the Construction Documents, and the Construction Manager shall arrange for tests and inspections to be conducted as necessary to avoid any interference with the progress of Work. No claims for extension of time or extra costs by Construction Manager will be allowed on account of any retesting, re-inspection, or rejection of Work when defective or deficient Work is found. Cost of any

Kirk Zimmerman Numbering?

Amanda Browning-Richardson Numbering is correct

Kirk Zimmerman Numbering?

Numbering is correct

April 2025 Edition Page 13 of 49 retesting, re-inspections of defective or deficient Work, or specified measures and tests required by the Construction Documents and required by City of Fort Myers-approved quality control and testing agencies shall be at the Construction Manager’s sole responsibility, cost, and expense and shall not be included in the Cost of the Work (as defined in the Contract for Construction).

4.7 Incident Reporting. The Construction Manager shall immediately notify the City of Fort Myers and Consultant(s), both orally and in writing, of the nature and details of all incidents which may adversely affect the quality or progress of the Work including, but not limited to, jurisdictional disputes, accidents, delays, damages to Work and other significant occurrences.

4.8 Hazardous Substances. The Construction Manager shall immediately notify the City of Fort Myers and the Consultant(s), both orally and in writing, of the presence and location of any physical evidence of, or information regarding, environmental contamination on the Site (including but not limited to Hazardous Substances and petroleum releases) of which it becomes aware. If the Construction Manager encounters environmental contamination (including but not limited to Hazardous Substances), the Construction Manager shall: (i) immediately stop performance of Work or that portion of the Work affected by or affecting such contamination; (ii) secure the contaminated area against intrusion; (iii) not disturb or remove the contamination; (iv) not proceed, or allow any subcontractor or supplier to proceed, with any Work or other activities in the area affected by such contamination until directed to do so by the City of Fort Myers; and (v) take any other steps necessary to protect life and health. The Construction Manager shall comply with all applicable federal, state and local laws and regulations relating to Hazardous Substances.

4.9 City of Fort Myers' Use of and Access to the Site. The Construction Manager shall perform the Work so as not to interrupt any operations of the City of Fort Myers on the Site.

4.9.1 The Construction Manager understands and acknowledges that the City of Fort Myers may need access to or use of certain areas of the Site or Work prior to the Construction Manager’s achievement of Substantial Completion, and that such occupancy, access or use shall not constitute the City of Fort Myers' acceptance of any Work.

4.9.2 The Construction Manager shall not enter any City of Fort Myersoccupied area of the Site or Project unless first approved and scheduled by the City of Fort Myers. The Construction Manager understands and acknowledges that the City of Fort Myers may incur damages if the City of Fort Myers' operations on the Site are interrupted or impaired as a result of the Work.

4.9.3 The Construction Manager shall permit the City of Fort Myers' own forces, and other consultants, trade contractors, subcontractors and suppliers, access to the Site for performance of their activities, and shall connect and coordinate its construction and operations with theirs as required by the Construction Documents.

4.10 Commissioning. If the Work is to be commissioned through the use of a commissioning consultant, the Construction Manager shall, through the City of Fort Myers or the City of Fort Myers' commissioning consultant, as the case may be, schedule and coordinate all equipment and systems start-ups and Project commissioning within its scope of the Work.

4.10.1 The Construction Manager shall perform functional performance testing of items being commissioned under the supervision of the City of Fort Myers' commissioning consultant, as directed by the Consultant.

4.10.2 City of Fort Myers training and all commissioning activities, including functional performance tests, shall be satisfactorily completed prior to Substantial Completion.

April 2025 Edition Page 14 of 49

4.11 Errors and Omissions. In addition to Construction Manager’s obligations under the General Terms and Conditions and City of Fort Myers' rights and remedies under the General Terms and Conditions, Construction Manager shall be responsible to promptly make corrections to the Work when the Work is found to contain errors or omissions. To the extent that such errors and/or omissions are the fault of Construction Manager, its subcontractors, employees, agents or other representatives, costs associated with corrections of Construction services, increased costs of construction, cost for correction or replacement of construction work already performed and damages associated with the Work or the work of other Project participants resulting from such errors shall be borne by Construction Manager.

ARTICLE 5

CONSTRUCTION MANAGER'S PERSONNEL, SUBCONTRACTORS,

SUPPLIERS AND SITE FACILITIES

5.1 Project Staffing. The Construction Manager shall staff the Project with qualified and designated individuals and entities responsible for its obligations and performance.

5.1.1 The Construction Manager shall name a representative (the “Construction Manager’s Representative”) to serve as its primary communication contact with the City of Fort Myers and the Consultant(s).

5.1.2 The Construction Manager’s Representative, or another authorized representative of the Construction Manager, shall be present at all times when Work is being performed.

5.1.3 The Construction Manager shall employ licensed persons skilled in the tasks assigned to them and shall contract with licensed subcontractors and suppliers skilled in the tasks assigned to them and capable of working harmoniously with all trades, crafts and other individuals on the Project. The Construction Manager shall use its best efforts to minimize the likelihood of any strike, work stoppage or other labor disturbance.

5.1.4 City of Fort Myers' Zero Tolerance Policy: The Construction Manager shall immediately remove from the Site, for the duration of the Project, any person making an inappropriate religious, racial, sexual or ethnic comment, statement, harassment, disruptive behavior or gesture toward any other individual.

5.1.5 The Construction Manager shall immediately remove from the Site, for the duration of the Project, any person who is incompetent, careless, or not working in harmony.

5.1.6 The Construction Manager shall be responsible to the City of Fort Myers for the acts and omissions of its agents and employees, consultants, subcontractors and suppliers.

5.2 Subcontractor/Supplier Contracts. The Construction Manager shall enter into written contracts with its subcontractors and suppliers, and those written contracts shall be consistent with the Contract for Construction. It is the intent of the City of Fort Myers and the Construction Manager that the obligations of the Construction Manager’s subcontractors and suppliers inure to the benefit of the City of Fort Myers and the Construction Manager, and that the City of Fort Myers be a third-party beneficiary of the Construction Manager’s agreements with its subcontractors and suppliers.

5.2.1 The Construction Manager shall make available to each subcontractor and supplier, prior to the execution of written contracts with any of them, a copy of the pertinent portions of the Contract for Construction, including those portions of the Construction Documents to which the subcontractor or

Amanda Browning-Richardson these terms should be included in the Constructions managers duties/responsibilities section �

Ayoub Al-Bahou article 4�

April 2025 Edition Page 15 of 49 supplier will be bound, and shall require that each subcontractor and supplier shall similarly make copies of applicable parts of such documents available to its respective subcontractors and suppliers.

5.2.2 The Construction Manager shall include in its written contracts with its subcontractors and suppliers a provision which contains the acknowledgment and agreement of the subcontractor or supplier that it has received and reviewed the applicable terms, conditions and requirements of the Contract for Construction that are included by reference in its written contract with the Construction Manager, and that it will abide by those terms, conditions and requirements.

5.2.3 The Construction Manager’s written contracts with its subcontractors and suppliers shall preserve and protect the rights of the City of Fort Myers and include the acknowledgment and agreement of each subcontractor or supplier that the City of Fort Myers is a third-party beneficiary of the contract. The Construction Manager’s agreements with its subcontractors and suppliers shall require that in the event of default under, or termination of, the Contract for Construction, and upon request of the City of Fort Myers, the Construction Manager’s subcontractors and suppliers will perform services for the City of Fort Myers.

5.2.4 Without limitation of the foregoing subsections, the Construction Manager’s written contracts with its subcontractors and suppliers shall include the following provision: “When the Construction Manager receives payment from the City of Fort Myers for labor, services or materials furnished by subcontractors and suppliers hired by the Construction Manager for the Project, the Construction Manager shall remit payment due to those subcontractors and suppliers, less the value of any item contested in accordance with the Contract for Construction, within ten (10) days after the Construction Manager’s receipt of payment from the City of Fort Myers. When the payment due the subcontractor is for final payment, including retainage, the subcontractor must include with the invoice for final payment, a conditional release of lien and all required warranties and closeout documentation. When the subcontractor receives payment from the Construction Manager for labor, services, or materials furnished by the subcontractors and suppliers hired by the subcontractor, the subcontractor shall remit payment due to those subcontractors and suppliers, less the value of any item contested in accordance with the Contract for Construction, within seven (7) days after the subcontractor’s receipt of payment”.

5.3 Resolution of Trade Disputes. The Construction Manager shall promptly resolve claims, complaints, labor disputes and disputes over assignment of work tasks by and among its subcontractors and suppliers.

ARTICLE 6

GOODS, PRODUCTS AND MATERIALS

6.1 Quality of Materials. The Construction Manager shall furnish goods, products, materials, equipment and systems which:

(i) comply with the Contract for Construction;

(ii) conform to applicable specifications, descriptions, instructions, drawings, data and samples;

(iii) are new and unused (unless otherwise specified) and without damage;

(iv) are of quality, strength, durability, capacity or appearance equal to or higher than that required by the Construction Documents;

(v) are merchantable;

(vi) are free from defects; and

(vii) comply with Division I of the Specifications, Section 01 45 00.

6.2 Installation and Use of Materials. All goods, products, materials, equipment and systems named or described in the Construction Documents, and all others furnished as equal thereto shall, Kirk Zimmerman Numbering?

April 2025 Edition Page 16 of 49 unless specifically stated otherwise, be furnished, used, installed, employed and protected in strict compliance with the specifications, recommendations and instructions of the manufacturer or supplier, unless such specifications, recommendations or instructions deviate from accepted construction practices, or the Construction Documents, in which case the Construction Manager shall so inform the City of Fort Myers and Consultant and shall proceed as directed by that Consultant, unless otherwise directed by the City of Fort Myers. Accordingly, there shall be no substitutions of materials and equipment except as otherwise expressly permitted herein. The Construction Manager shall coordinate and interrelate all trade contracts, and subcontracts to ensure compatibility of goods, products, materials, equipment and systems, and validity of all warranties and guarantees, required by the Construction Documents for the Work.

6.3 Unsuitable Materials. The Construction Manager shall inform the City of Fort Myers of goods, products, materials and equipment or systems which the Construction Manager knows are unsuitable or unavailable fourteen (14) days prior to GMP submission, and claims relating to or arising out of claims that goods, products, materials, equipment or systems are unsuitable or unavailable shall not be entertained by the City of Fort Myers unless the Construction Manager, subcontractor, or supplier notified the City of Fort Myers in writing fourteen (14) days prior to GMP submission, along with proposed alternatives. Approval by the City of Fort Myers and a Consultant does not mean or imply final acceptance by the City of Fort Myers and Consultant if such items should be defective or not as previously represented. Should the Construction Manager furnish any approved goods, products, materials, equipment or systems different from or in addition to those required by the Construction Documents which require supplemental materials or installation procedures different from or in addition to those require for specified items, the Construction Manager shall provide such at no increased cost to the City of Fort Myers.

6.4 Consistency with Overall Project. Construction Manager shall inform the City of Fort Myers and Consultant in writing during the various stages of development of the design if proposed materials or equipment do not conform with the Project design concept and the City of Fort Myers' construction budget.

6.5 Security for the Project. The Construction Manager shall be solely responsible for providing security for the Project, including but not limited to security for its Work in progress and for the goods, products, materials, equipment, systems, construction machinery, tools, devices and other items required, used or to be used for its scope of the Work. If any Work is conducted in existing operational facilities, Construction Manager shall secure and lock the work area at the conclusion of each workday or task.

ARTICLE 7

DOCUMENTS AND INFORMATION

7.1 Information from City of Fort Myers. The City of Fort Myers, or the City of Fort Myers' designee, shall provide the Construction Manager with information reasonably necessary to assist the Construction Manager in performing its services including, if applicable and available:

(i) required site survey;

(ii) written and tangible material of which it informs Construction Manager concerning conditions below ground at the Site;

(iii) if the Project involves an existing structure, as-built drawings, record drawings, plans, specifications and structure system information to the extent available with respect to such structure of which City of Fort Myers makes Construction Manager aware; and

(iv) the City of Fort Myers' pertinent Project dates and key milestone dates.

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7.2 Resolution of Questions. The Construction Manager shall resolve all questions concerning the Construction Documents with the City of Fort Myers and the Consultant who has prepared the documents.

7.3 Processing of Documents. When requested to do so by the City of Fort Myers, the Construction Manager shall process documents, and provide other reasonably required drawings, services and certifications, necessary to enable the City of Fort Myers to (i) obtain permits or other approvals not otherwise required to be obtained by Construction Manager; and (ii) represent that the Work complies with requirements of governmental agencies having jurisdiction over the Project.

7.4 Sufficiency of City of Fort Myers Information. The furnishing of information by the City of Fort Myers to the Construction Manager shall not relieve the Construction Manager of responsibilities contained elsewhere in the Contract for Construction to evaluate information and documents provided by the City of Fort Myers and Consultant, and the Construction Manager shall timely notify the City of Fort Myers in writing of any additional information needed or services required from the City of Fort Myers or Consultant in order for the Construction Manager to perform the Work.

ARTICLE 8 SUBMITTALS

8.1 Submittal Schedule. The Construction Manager shall timely prepare and transmit to the City of Fort Myers and the Consultant a schedule for provision of all anticipated submittals. The schedule shall: (i) include submittals required by the specifications; (ii) be in a format acceptable to the Consultant;

(iii) be coordinated with the construction schedule; and (iv) set forth specific dates for submission of the listed submittals as set forth in Division I of the Specifications, Section 01 33 00.

8.2 Processing of Submittals. The Construction Manager shall in timely fashion review, approve or reject as necessary, and forward approved submittals to the City of Fort Myers and the Consultant for review and written approval along with such detail and information as required by the specification.

No part of the Work dealt with by a submittal shall be fabricated or performed until has been reviewed by the Consultant.

8.2.1 A Consultant is responsible to the City of Fort Myers, but not to the Construction Manager, to verify that submittals meet the intent of the plans and specifications, that the detailed design portrayed in shop drawings and proposed equipment and materials shown in submittals are of the quality specified and will function properly, and that the submittals comply with the Contract for Construction.

8.2.2 All Work shall be performed in accordance with approved submittals. Approval of submittals by a Consultant shall not relieve the Construction Manager from complying with the Contract for Construction, including all plans and specifications, addenda thereto and approved Change Orders.

8.2.3 Re-submittals required to correct errors, omissions, or invalid substitutions by the Construction Manager or its subcontractors shall not constitute an excusable or compensable delay.

8.2.4 City of Fort Myers platform (Procore) shall be used to transmit all submittals required by the Specification.

ARTICLE 9

CONSTRUCTION MANAGER’S INSPECTION AND CORRECTION OF DEFECTIVE OR

INCOMPLETE WORK

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9.1 Rejection and Correction of Work In Progress. During the course of Project, the Construction Manager shall inspect and promptly reject any Work (i) which does not conform to the Construction Documents; or (ii) which does not comply with any applicable law, statute, building code, rule or regulation of any governmental, public and quasi-public authorities and agencies having jurisdiction over the Project.

9.1.1 The Construction Manager shall promptly correct or require the correction of all rejected Work, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Construction Manager shall bear all costs of correcting such Work, including additional testing and inspections and compensation for all services and expenses necessitated by such correction.

9.1.2 The Construction Manager shall bear the cost of correcting destroyed or damaged Work, whether completed or partially completed, of the City of Fort Myers' or other trade contractors or subcontractors caused by the Construction Manager 's correction or removal of rejected Work.

9.2 Covered or Concealed Work. If a portion of the Work has been covered, the Construction Manager shall, if notified to do so by the City of Fort Myers or Consultant, uncover the designated portion for observation and then replace it.

9.2.1 If the designated portion of the Work was covered contrary to the request of the City of Fort Myers or the Consultant, or to requirements specifically expressed in the Construction Documents, the Construction Manager shall receive no additional compensation for the costs of uncovering and replacement or modification of the Construction Schedule.

9.2.2 If the designated portion of the Work was covered prior to a specific request by the City of Fort Myers or the Consultant that it remain uncovered, the Construction Manager shall receive additional compensation for the costs of uncovering and replacement or modification of the Construction Schedule(s) only if the designated portion of the Work was in conformance with the Construction Documents.

ARTICLE 10

CHANGE ORDERS AND CHANGES TO THE WORK

10.1 Change Order Requests. City of Fort Myers, Consultant or Construction Manager may request changes to the Work, compensation or applicable schedules. All Change Order Requests must be submitted in accordance with Division 1 of the Specifications, Section 01 26 00.

10.1.1 With respect to such requests for changes by the Construction Manager, the Construction Manager shall prepare and submit change order requests to the Consultant, together with appropriate back-up documentation.

10.1.2 With respect to requests for changes by City of Fort Myers or Consultant, the Construction Manager shall promptly review and respond to change order requests submitted by Consultant and the City of Fort Myers.

10.1.3 When requested to do so, the Construction Manager shall prepare and submit to the Consultant and the City of Fort Myers drawings, specifications or other data in support of a change order request.

10.1.4 Each change order request submitted by Construction Manager shall include any and all time and monetary impacts of the change, whether the change order is considered alone or with all other changes during the course of the Project, together with substantiating back-up documentation.

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10.2 City of Fort Myers-Directed Changes. The City of Fort Myers may unilaterally direct the Construction Manager…