Exhibit_H_-DRAFT,_Part_A,_CM-GC_contract,27-SQ-14KO.pdf

CONTRACT FOR CONSTRUCTION MANAGEMENT/GENERAL

CONTRACTING SERVICES FOR PRE-CONSTRUCTION PHASE

SERVICES FOR THE VOLUSIA COUNTY BRANCH JAIL AIR

HANDLER AND FIRE ALARM PROJECT, PART A

Between

THE COUNTY OF VOLUSIA

AND

TBD

Contract No. C-2102A RQS No. 27-SQ-14KO

County of Volusia Purchasing and Contracts Division

123 West Indiana Avenue, Room 302 Deland, Florida 32720-4608 www.volusia.org/purchasing http://www.volusia.org/purchasing

CONTRACT

FOR CONSTRUCTION MANAGEMENT/GENERAL CONTRACTING SERVICES

PRECONSTRUCTION PHASE SERVICES, PART A

This Contract for Construction Management/General Contracting Services for Preconstruction Phase Services for the VOLUSIA COUNTY BRANCH JAIL AIR HANDLER AND FIRE ALARM PROJECT, Part A, by and between the County of Volusia, Florida, a body corporate and politic and a subdivision of the State of Florida, whose address is County of Volusia, 123 West Indiana Avenue, DeLand, Florida 32720 (hereinafter referred to as the "County") and TBD (hereinafter referred to as the “Construction Manager/General Contractor or “CM/GC”).

RECITALS

WHEREAS, the County intends to replace and upgrade the air handler and fire suppression system at the Volusia County Branch Jail. hereinafter called the “Project," in accordance with the Design Criteria Package prepared by the firm of Dewberry Architects, Inc. (hereinafter referred to as the "Architect/Engineer" or "A/E"); and

WHEREAS, the County has requested and received expressions of interest for the retention of services of the consultants in accordance with Request for Statement of Qualifications 23-SQ-51SR Professional Architectural and Engineering Services for Vertical Construction Projects; and

WHEREAS, the County desires the services of the CM/GC to provide expert estimating and pricing, technical evaluation and other advisory services during the preconstruction phase of the Project, as stipulated herein; and

WHEREAS, it has been determined that the execution of this Contract is beneficial to the people of the County of Volusia, Florida.

NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated herein by reference, and other specific consideration set forth in this Contract, the receipt and sufficiency of which is acknowledged by CM/GC and County, the parties agree and stipulate as follows:

ARTICLE 1A

GENERAL DEFINITIONS

1.0 For this Contract and any incorporated exhibits, certain terms, phrases, words and their respective derivations shall have the meaning set forth and defined therein and shall be applicable in both. Definition of terms in the Contract shall first be governed by this Contract and second by the incorporated Scope of Services/Work (Exhibit A). In the event of any conflict among the foregoing, the conflict shall be resolved in the order of priority set forth in the preceding sentence. If there is no applicable definition as described above, the terms, phrases, and words, and their respective derivations when used in this Agreement and the Scope of Work, shall have the meanings ascribed to them in the following order of precedence: first, in the most current edition Black’s Law Dictionary and last, in the most current edition of the Oxford English Dictionary, if a term is not defined in the Agreement or Black’s Law Dictionary.

1.1 ACCEPTANCE, FINAL ACCEPTANCE

A formal action by the County of accepting the Work as being complete after certification by the County Representative or his designee of final completion.

1.2 ADDENDUM

A written explanation, interpretation, change, correction, addition, deletion, or modification of equal dignity herewith affecting the Contract Documents including drawing and specifications prepared by the CM/GC, approved and issued by the County and/or distributed to third parties

1.3 AFFIDAVIT

The instrument which is to be signed by the Contractor or CM/GC and submitted to the County upon the County’s request through the Project Manager, upon completion of the Work, showing that all bills have been paid. It shall also mean such instrument that may be requested by the County incidental to partial payments.

1.4 AGENCY

The State, a State agency, a municipality, a political subdivision, a school district, or a school board. The term "agency" does not extend to a nongovernmental developer that contributes public facilities to a political subdivision under Florida Statutes §380.06 or 163.3220-163.3243.

1.5 AMENDMENT

An Amendment to this Contract in writing by the County, approved by the Director of Purchasing and Contracts, and signed by the County of equal dignity herewith authorizing an addition, deletion, or revision in the Scope of Work, adjustment in the Contract Price or the time for completion that is issued after execution of this Contract.

1.6 APPLICATION FOR PROGRESS PAYMENT

The current estimate form furnished and certified by the CM/GC, Construction Manager, or General Contractor which is to be used by the foregoing in requesting progress payments for work performed in the Project.

1.7 CALENDAR DAY

Any day, including Saturdays, Sundays, and holidays, regardless of weather conditions.

All references to a “day” in the Contract Documents, shall mean a Calendar Day unless specifically otherwise designated.

1.8 CHANGE ORDER

A written Modification is also known as a Change to Scope of work to the Contract signed by the County and Contractor documenting an addition, deletion, or revision in the Work, with or without an adjustment in the Contract Sum or Contract Time. Change Orders/Modifications resulting in an adjustment to the Contract Sum shall be administered pursuant to Fla. Statute § 218.755.

1.9 COMPENSATION

The amount paid by the County to CM/GC for professional services regardless of whether stated as compensation or stated as hourly rates, overhead rates, or other figures or formulas from which compensation can be calculated which includes the total monies payable to the CM/GC under this Contract which includes all services, labor, materials, supplies, travel, training, profit, overhead, costs, expenses, and any other costs necessary to complete the Scope of Work.

1.10 COMPLETION DATE

The date that the County or its designated representative approves and accepts all Work or Services for a Scope of Work or this Contract.

1.11 CONSENT OF SURETY OF FINAL PAYMENT

A document from the CM/GC’s surety indicating that said surety has either made a careful examination of the books and records of the CM/GC, or received the CM/GC’s affidavit, which satisfies the surety that all claims for labor and materials have been satisfactorily settled, and therefore approve final payment to the CM/GC.

1.12 CONSTRUCTION

All labor, services, and materials provided in connection with the alteration, repair, demolition, construction, reconstruction, or any other improvements to real property.

1.13 CONSTRUCTION MANAGER/GENERAL CONTRACTOR

These terms shall be synonymous with "Construction Manager" and/or "General

Contractor" and "CM/GC." The CM/GC is the entity identified as such throughout this Contract and is referred to as if singular in number and neutral in gender. The term "CM/GC" means the CM/GC or his representative

1.14 CM/GC

The person or entity qualified to perform work under a Contract and any Task Assignment related thereto. In addition, CM/GC must be a professional engineer or engineering firm, including an architect (or registered landscape architect, surveyor and mapper, professional engineer, architect or registered landscape architect providing professional services within the meaning of Section 287.055, F.S.), who is registered in the State of Florida. In addition, the CM/GC may be the engineer or architect or landscape architect of record or may provide services through and be subcontracted to the engineer of record.

1.15 CONTRACT

An agreement between the County and CM/GC, with binding legal and moral force, covering the work to be performed in exchange for money.

1.16 CONTRACT ADMINISTRATOR

The Director of Purchasing and Contracts or his/her designee responsible for addressing any concerns within this Contract.

1.17 CONTRACT BONDS

The securities (Performance and Payment Bonds) furnished by the CM/GC and the surety as a guarantee that the CM/GC will fulfill the terms of the contract in accordance with the specifications, drawings and other contract documents.

1.18 CONTRACT DOCUMENTS

The contract documents comprise the entire contract and its attached exhibits and addenda between the County and the CM/GC that are attached to this contract, are made part of this contract, and includes, but are not limited to, the following:

(1) This Contract (“Basic Contract’);

(2) Exhibits;

(3) Any valid modifications or Amendments to this Contract issued after its execution of this Contract, and any Amendments to the foregoing;

(5) Certificates of insurance;

(6) Notice of Award and/or Notice to Proceed;

(7) The conditions of this Contract (general, special, supplementary, and other);

(8) Drawings;

(9) Project specifications;

(10) Written interpretations;

(11) Modifications/Change orders;

(12) Project manuals; and

(13) Addenda (including RSQs, RFPs and CM/GC’s responses to RFPs) issued before the execution of this Contract.

1.19 CONTRACT PRICE

The total monies payable to the CM/GC under the contract documents for a project.

1.20 CONTRACT TIME

The number of consecutive days of the contract for the completion of the work.

1.21 CONTRACTOR

The person or entity qualified to perform work pursuant to Florida Statutes §489.105, under the Project and who is registered and licensed under the Florida Department of Business and Professional Regulation and in compliance with local laws or ordinances, other than a materialman or laborer, who enters into a contract with the County for improving real property in accordance with the Contract Documents.

1.22 CM/GC PROJECT MANAGER OR PROJECT MANAGER

The individual responsible for the day-to-day administration of the project for the CM/GC.

1.23 CM/GC’S RELEASE

A document wherein the CM/GC acknowledges receipt of full and final payment from the County in complete satisfaction of all the County’s obligations under the contract and which releases and discharges County and the architect/engineer from all claims and demands arising from the work performed pursuant to the contract documents.

1.24 COUNTY

Shall mean the County of Volusia (a body corporate and politic and a subdivision of the State of Florida).

1.25 COUNTY PROJECT MANAGER OR PROJECT MANAGER

The County employee or authorized representative of the architect/engineer who is assigned to the Project and is responsible for the day-to-day administration of the Project for the County. The County may change the project manager at any time by providing notice to the CM/GC.

1.26 COUNTY REPRESENTATIVE

Also known as the Owner’s representative who is the County Engineer or person designated by the County to review, approve and make decisions regarding the scope of work.

1.27 DAY

A calendar day of twenty-four hours measured from midnight to the next midnight.

1.28 DELIVERABLE

The result(s) or end products or services of a Project that meet the defined design or construction specifications, warranties, and functional parameters articulated in the Scope of Work for this Contract which, e.g., include but are not limited to: design drawings\specifications, structures, equipment, machinery, studies, reports, written documentation, training, systems or processes.

1.29 DIRECT LABOR COST

Represent those actual costs, exclusive of overhead and profit, reasonably and necessarily incurred and paid by the CM/GC in the construction performance phase services of this Contract, from the date of the Notice to Proceed until the completion of the Project, for payroll payments made to its employees working on the Project site, as described and defined in the Contract Documents.

1.30 DRAWINGS/PLANS

The official approved drawings or plans or exact reproductions thereof, which have been prepared and signed and sealed by an architect/engineer, which shows the location, character, dimensions and details of the work to be done and which are considered as part of the Contract Documents.

1.31 EFFECTIVE DATE

The date that this Contract, Addendum, Amendment, Modification is fully executed by CM/GC and the County.

1.32 ENGINEER OF RECORD

The professional engineer or engineering firm contracted or employed by the County and registered in the State of Florida who develops criteria and concept for the work, performs the analysis and is responsible for the preparation of the plans and specifications. The engineer of record may be County in-house staff or a CM/GC retained by the County.

1.33 EQUIPMENT

The machinery and equipment, together with the necessary supplies for maintenance, including the tools and apparatus necessary for the proper construction and acceptable completion of the work.

1.34 FIELD ORDER

A written instrument issued by the County to the CM/GC, which clarifies or interprets the drawings and technical specifications, and/or orders minor variations in the work, as opposed to a change in the work, and which does not involve an adjustment in contract price or time.

1.35 FIRM

Any individual, firm, partnership, corporation, association, or other legal entity permitted by law to practice architecture, engineering, or surveying and mapping in the state.

1.36 FORCE ACCOUNT WORK

Work performed in addition to that set forth in the original contract or in supplemental contracts or modifications/change orders, and which is paid for on the basis of actual cost of materials and labor, plus a fixed percentage of such costs.

1.37 GUARANTEED MAXIMUM PRICE (GMP)

Guaranteed Maximum Price shall represent CM/GC’s guaranteed offer to the County of the maximum price for which it will construct the Project as represented in the Design Documents, including a fee for CM/GC’s services.

1.38 IMPROVEMENT

Any building, structure, construction, demolition, excavation, solid-waste removal, landscaping, or any part thereof existing, built, erected, placed, made, or done on land or other real property for its permanent benefit.

1.39 LABORER

Any person other than an architect, landscape architect, engineer, surveyor and mapper, and the like who, under properly authorized contract, personally performs on the site of the improvement labor or services for improving real property and does not furnish materials or labor service of others.

1.40 LUMP SUM

A pay item within the contract documents, which is paid without regard to quantities or unit of measure.

1.41 MATERIALMAN

Any person who furnishes materials under contract to the owner, CM/GC, Subcontractor, or Sub-subcontractor on the site of the improvement or for direct delivery to the site of the improvement or, for specially fabricated materials, off the site of the improvement for the particular improvement, and who performs no labor in the installation thereof.

1.42 MATERIALS

Any substance used in connection with the construction of any structure, facility, or appurtenance, or of other work under the contract.

1.43 MODIFICATON

A written change to the Contract Documents resulting in a clarification or change to the Scope of Work or material terms of the Contract, which may or may not include changes to the Contract Plans, the Contract Price or the Contract Time. Changes to Contract Price or Contract Time, shall be made in strict accordance with the Construction Contract.

Any Modifications that result in an adjustment to the Contract Sum shall be administered pursuant to Fla. Statute § 218.755.

1.44 NOTICE TO PROCEED (NTP)

The official letter from the County to the CM/GC establishing a date on which the Work will commence.

1.45 ORIGINAL EXPIRATION DATE

The date that this Contract was originally intended to expire excluding any extensions or renewals of this Contract for a time certain.

1.46 OWNERS

The owner is the County of Volusia for whom all Work or Services under the contract documents are performed by the CM/GC.

1.47 PART “B” CONTRACT

The fixed capital outlay for Construction Performance Phase Services for VOLUSIA COUNTY BRANCH JAIL AIR HANDLER AND FIRE ALARM PROJECT, the CM/GC's Scope of Work as articulated in Part A and Part B Contracts which includes the entire scope of work which shall be performed in accordance with the Contract Documents.

1.48 PAYMENT BOND & PERFORMANCE BOND

A bond(s), issued by a surety in accordance with §255.05 Florida Statutes, Article 5 of these General Conditions.

1.49 PENAL SUM

The amount in which a bond is issued is called the “penal sum,” or the “penalty amount,” of the bond.

1.50 PERSON

The word “person” shall mean and includes any individual, partnership, society, association, joint stock company, corporation, estate, receiver, trustee, assignee, referee, or capacity, whether appointed by a court or otherwise, and any combination of individuals or “persons.”

1.51 PRE-CONSTRUCTION CONFERENCE

The meeting of all the parties involved with the planning and execution of the construction of the project.

1.52 PRINCIPAL

When used in the bid bond, the word “principal” means the same as the word “bidder.”

When used in the performance and payment bonds, the word “principal” means the same as the word “CM/GC.”

1.53 PROJECT

1.53.1 Fixed capital outlay study or planning activity described in the public notice of the

State or County which includes the entire Scope of Work which shall be performed in accordance with the Contract Documents. A Project may include:

1.53.1.1 A grouping of minor construction, rehabilitation, or renovation activities.

1.53.1.2 A grouping of substantially similar construction, rehabilitation, or renovation activities.

1.53.1.3 The entire work to be performed pursuant to the Contract Documents.

1.54 PROPOSAL

The document submitted by the CM/GC in response to a formal solicitation used to determine if the CM/GC is highly qualified.

1.55 PROVIDE

To furnish, install, complete, and have ready to use.

1.56 PROVIDED

As used in the specifications or upon the drawings provided shall mean, “furnished and installed.” Where as shown, as indicated, as detailed or words of similar import are used, it shall be understood that references to the drawings and/or specifications accompanying these documents are intended unless otherwise expressly stated.

1.57 REQUEST FOR INFORMATION (RFI)

Prospective Bidders’, CM/GCs’ or CM/GCs’ inquiries for information.

1.58 RESIDENT PROJECT REPRESENTATIVE

An employee of the County or an authorized representative of the architect/engineer who is assigned to the project and is responsible for overseeing that the work is constructed in accordance with the requirements of the drawings and specifications.

1.59 SCOPE OF SERVICES/WORK

The general services/work, herein defined in this Contract, including responsibility for performing and complying with all incidental matters pertaining thereto, as set out in the Contract Documents.

1.60 SHOP DRAWINGS

All diagrams, illustrations, brochures, schedules, and/or other data which are prepared by CM/GC, a Subcontractor, manufacturer, supplier, distributor, or other person on behalf of the CM/GC, and which illustrate the equipment, material, or some portion of the work.

1.61 SPECIFICATIONS

The document or Scope of Work that establishes the material and performance requirements of goods and services.

1.62 STATE

State of Florida.

1.63 SUBCONTRACTOR

A person other than a materialman or laborer who enters into a contract with a General Contractor for the performance of any part of the contract documents.

1.64 SUB-SUBCONTRACTOR

A person other than a materialman or laborer who enters into a contract with a Subcontractor for the performance of any part of such Subcontractor's contract.

1.65 SUBSTANTIAL COMPLETION (CONSTRUCTION)

The date in which the construction of the project, or specified part thereof, of any substantial nature has been completed, as certified by the architect/engineer in accordance with the contract documents, so that the project, or specified part, can be utilized for the purposes for which it was intended. If the County has authorized a person, firm, or corporation, other than the architect/engineer, to act as County’s representative, then such County’s representative shall certify the completion date and when the project is substantially completed.

1.66 SURETY

An individual or corporation legally liable for the debt, default, or failure of a principal to satisfy the obligations of a contract.

1.67 SUPERINTENDENT

The CM/GC’s authorized executive representative responsible for the work at all times.

1.68 TRADE CONTRACTOR

The person or entity qualified to perform work under this Contract including a Contractor, Subcontractor, supplier, laborer or materialman that has a direct contract with the CM/GC to perform work in the Project.

1.69 WORK

Any and all obligations, services, duties, and responsibilities necessary to the successful completion of the Project including supplying and installing of all labor, materials, equipment and other incidentals related thereto.

ARTICLE 2A

PURPOSE AND INTENT, CONTRACT DOCUMENTS

2.0 The primary purpose and intent of Part A, Preconstruction Services for the VOLUSIA COUNTY

BRANCH JAIL AIR HANDLER AND FIRE ALARM PROJECT (hereinafter referred to as “Part A”), of this Contract is to secure for the County the services of a firm thoroughly experienced and highly qualified in both the “hands-on” construction methods and techniques, as well as the efficient management of construction operations to provide technical consultation on the Project;

to determine the cost of constructing each component of the Project and the associated contingency funds required, thereby arriving at the estimated Project Budget and ultimately establish the Guaranteed Maximum Price, hereinafter referred to as the "GMP," to schedule the Project efficiently for construction phases and prepare the Project Schedule such that the Project will be ready for occupancy at the earliest practical date; and to review the design documents of the Project with the design professionals and advise upon the most efficient use of materials and construction methods to be employed for achieving quality construction at the least cost.

2.0.1 The CM/GC covenants with the County to furnish its best skill and judgment in furthering the interests of the County. The CM/GC agrees to furnish efficient business administration, construction management and superintendence and to use its best efforts to complete the Project in an expeditious and economical manner consistent with the interest of the County. To that end, the CM/GC will maintain adequate cost and schedule control systems and perform screening of Trade Contractors to assure a high quality of construction consistent with the requirements of the Contract Documents.

2.0.2 Upon notice that the County elects to proceed with Part B, Construction Performance

Phase Services for the VOLUSIA COUNTY BRANCH JAIL AIR HANDLER AND FIRE ALARM PROJECT (hereinafter referred to as “Part B”), the CM/GC shall post performance and payment bonds each in the amount of 100% of the Guaranteed Maximum Price, and on written "Notice to Proceed," shall immediately commence the performance of the services required in Part B of the Contract.

2.0.3 The CM/GC shall provide the insurance and bonding for the Project as required in Article

6A and shall be reimbursed the cost in accordance with Article 3A, section 3.11.2.5, hereunder.

2.1 EXHIBITS

2.1.1 The exhibits listed below are incorporated into and made a part of this Contract.

2.1.1.1 Exhibit “A” – Scope of Services

2.1.1.2. Exhibit “B” – VOLUSIA COUNTY BRANCH JAIL AIR HANDLER AND FIRE ALARM PROJECT, dated XX/XX/XXXX

2.1.1.3. Exhibit “C” – Insurance Requirements 27-SQ-14KO

2.2 AUTHORITY FOR CONTRACTING

2.2.1 By executing this Contract, the CM/GC represents that it has visited the site, familiarized itself with the local conditions under which the Work is to be performed, and correlated its observations with the requirements of the Contract Documents. The CM/GC and each Trade Contractor shall evaluate and satisfy themselves as to the conditions and limitations under which the Work is to be performed, including, without limitation:

2.2.1.1 The location, conditions, layout and nature of the Project site and surrounding areas,

2.2.1.2 Anticipated labor supply and costs,

2.2.1.3 Availability and cost of materials, tools, equipment, and other similar issues, and,

2.2.1.4 The County assumes no responsibility or liability for the physical conditions or safety of the Project site or any improvements located on the Project site. The CM/GC shall be solely responsible for providing a safe place for the performance of the Work and the County shall not be required to make any adjustment in either the agreed amount of the GMP or the Contract Time in connection with any failure by the CM/GC.

2.2.2 This Contract between the County and the CM/GC is intended solely for the benefit of the County and the CM/GC and no other persons or entities. The services to be performed hereunder shall be performed by the CM/GC's own staff, unless otherwise authorized by the County. The employment of, contract with, or use of the services of any other person or firm by the CM/GC, as CM/GC or otherwise, shall be subject to the prior written approval of the County. Such approval shall not be construed as constituting an contract between the County and any such person or firm.

2.2.3 In the event the parties hereto enter into a subsequent Contract specifically modifying this Contract between County and CM/GC, it is expressly agreed that such modification shall take precedence over this Contract to the extent of the modification only.

2.2.4 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work. The Contract Documents are complementary, and what is required by any one shall be as binding as if required by all.

2.2.5 Work not covered in the Contract Documents shall not be required unless it is consistent therewith and is reasonably inferable there from as being necessary to produce the intended results.

2.2.6 Words and abbreviations which have well-known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings.

2.2.7 The organization of the Technical Specifications into divisions, sections and articles, and the arrangement of Drawings shall not control the CM/GC in dividing the Work among Trade Contractors or in establishing the extent of Work to be performed by any one of them.

2.2.8 Order of Precedence. If CM/GC finds a conflict, error or discrepancy in the Contract

Documents, it shall call it to the Architect's attention, in writing, and request the Architect's interpretation and direction before proceeding with the Work affected thereby. Such notice shall be provided by the CM/GC to the Architect in a timely fashion so as not to cause additional costs due to delay. In resolving such conflicts, errors and discrepancies, the documents shall be given precedence in the following order:

2.2.8.1 Modifications to the Contract

2.2.8.2 This Contract between the County and CM/GC, Part A

2.2.8.3 Addenda or Exhibits to this Contract

2.2.8.4 Detailed (Technical) Specifications

2.2.8.5 Project Plans (Drawings)

2.2.8.6 Procedures for Advertising, Pre-Qualification, Bidding and Contract Award for

Trade Contracts

2.2.8.7 Bonds and Guaranties

2.2.9 In the case of conflicts between drawings or between provisions of the specifications, the more detailed or specific of the conflicting provisions or representations shall take prece-dence. For example, where figured dimensions are shown on the drawings, they shall take precedence over scaled distances and scaled dimensions, and detail drawings shall govern over general drawings.

2.2.10 In those cases where it is not reasonably clear which of the conflicting provisions or representations is the more detailed or specific, the CM/GC shall be deemed to have estimated on, and agreed to provide, the greater quantity or better quality of materials and work unless he shall have, prior to submitting the GMP, asked for and obtained a written decision of the A/E as to which quantity or quality or method or materials shall be required.

ARTICLE 3A

CONSTRUCTION MANAGER/GENERAL CONTRACTOR'S SERVICES: PART A

3.0 Review of Plans and Specifications. Review all plans and specifications and advise on site, foundation, building systems, materials and equipment, construction feasibility, availability of labor and materials, time requirements for procurement, installation and construction relative costs, and provide recommendations for economies as appropriate. Technical consultation to the A/E and its professional disciplines shall not infringe upon the design responsibility of those disciplines. The CM/GC shall make recommendations relating to the cost, constructability and other such technical and economical characteristics of a particular design or material selection;

however, if such recommendations are accepted for incorporation into the Project, their application with regard to structural stability and life safety shall be the responsibility of the A/E.

The CM/GC shall not be assigned responsibilities which duplicate those assigned in the design professionals' contract for A/E services.

3.1 Technical Proposals. Review performance specifications, consult with the A/E on the structuring of requests for proposals for the procurement and installation of technical systems and components of the Project and verify their availability. The CM/GC shall issue requests for proposals to qualified sources and shall receive proposals.

3.2 Cost Consultation. The CM/GC shall provide a continuous cost consultation service for the duration of this Contract. The CM/GC shall prepare solicitation and purchasing documents and be responsible for all procurement and construction cost estimates. The CM/GC shall prepare final cost estimates for all early procurement of equipment and materials; for all building systems and components; and for all construction labor. The CM/GC shall notify the County when, in its opinion, the estimated construction cost will exceed the GMP and at any time the anticipated completion date will exceed the approved scheduled completion.

3.3 Value Engineering. The CM/GC shall review the plans and specifications as prepared by the

A/E and perform value engineering services. The County Representative, the A/E and the CM/GC shall review the proposed changes and the County shall determine which shall be incorporated into the plans and specifications. As an optional service, not included in the cost of Part A, the CM/GC may be called upon to develop these changes into drawing formats generally compatible with the existing plans and specifications. The fee for this optional work will be determined when required.

3.4 Long Lead Time Procurement. Identify, recommend for purchase, and expedite the pro-curement of equipment, materials and supplies which require long lead time for procurement or manufacture.

3.5 Construction Documents. Make recommendations to the County and the A/E regarding the division of Work into separate bid packages to affect economy and permit phasing of procurement and construction. Consideration shall be given to such factors as type and scope of work, time of performance, availability of labor and materials, community relations, factory versus on-site production costs, shipping costs and size limitations, building code restrictions, local ordinances requirements, and other limiting factors.

3.6 Trade Work Coordination. Review and analyze the plans, specifications and schedules for the

Project and make the necessary recommendations to minimize conflict and overlap of jurisdiction between Trade Contractors.

3.7 Project Site Facilities. Review the Plans and Specifications to ensure that they contain provision for all temporary facilities required for the performance, management, inspection and supervision of the Work.

3.8 Bidding Documents and Advertisement for Bids. In collaboration with the A/E, review all design documents, divide the Work in bid packages, and assemble complete bid data, including copies of plans and specifications provided by the A/E, so as to achieve maximum competition among qualified bidders and to obtain the most reasonable price for good quality work. Prepare invitation for bids describing each package clearly, accurately and in sufficient detail to inform prospective bidders of the nature and scope of the work including instructions for submitting qualifications. Prepare a list of potential bidders for the various portions of the Work for review with the County. Verify references and previous performance of potential bidders and review all such findings with the County. The procedure for advertising, pre-qualification, bidding and awarding trade contracts shall be agreed upon by the County and the CM/GC.

3.9 Obtaining Competitive Bids. The CM/GC shall endeavor to achieve maximum competition among qualified bidders in order to obtain the most reasonable price for acceptable work. Using its best business skills, the CM/GC shall develop Trade Contractors' interest in the Project by publicizing the invitation for bids through distribution to reputable local Trade Contractors and suppliers, posting in public places, advertising in newspapers and trade journals, and such other means as may be appropriate, in sufficient time to enable prospective bidders to prepare and submit their qualifications. In close collaboration with the County's representative’s schedule and conduct pre-bid conferences to inform prospective bidders of the requirements of the Contract Documents, provide clarifications and answer questions as necessary. The specific requirements of compliance with the laws and regulations of various governmental agencies having jurisdiction over the Project (i.e., Disadvantaged and Women Business Enterprises (D&WBE), Municipal code section 2-269, County Ordinance No. 90-20, § 9,5-17-90; compliance with the Public Entity Crimes law; applicable laws, etc.) shall be fully explained and emphasized at the pre-bid conference. The CM/GC may require bidders to submit bid bonds and evidence of bonding capacity, as well as meet specified qualifications as prerequisite to bidding on the Work; however, unnecessarily restrictive requirements which might unduly limit the number of bidders shall be avoided. Specific instructions stating clearly whether bonding is required or not shall be included with each bid package.

3.9.1 Solicit competitive bids on appropriate bidding packages from qualified Trade

Contractors. Analyze and evaluate the bids received and their relationship to budgeted amounts and prepare for review with the County bid tabulation and such other supporting data as necessary to properly compare the bids and their responsiveness to the desired scope of work. Review the scope of work in detail with apparent qualified low bidders and attempt to achieve additional savings through negotiation whenever practical.

Maintain records of all pre-award interviews with apparent low bidders. Prepare and submit written recommendations to the County for award of trade contracts, identifying the D&WBE to be utilized. Award and execute trade contracts with the successful bidders. Provide to the County copies of fully executed trade contracts, insurance certificates and bonds.

3.9.2 Should the County have objections to awarding a contract to any pre-qualified Trade

Contractor or supplier, the County shall timely notify the CM/GC upon review of the pre-qualified bidders list. The CM/GC shall not solicit a bid proposal from a bidder so rejected.

3.9.3 All permanent construction for the Project shall be performed under trade contracts between the CM/GC and its Trade Contractors. The procurement activity of the CM/GC should be such as to preclude any conflict of interest. In particular, the CM/GC shall avoid bidding work in competition with bidding Trade Contractors. Neither the CM/GC nor any firm in which a principal stockholder or member of the CM/GC's firm has a financial interest, shall during the term of the Contract make or cause to be made any bid for construction work on the Project. Notwithstanding the foregoing and upon County's written approval, the CM/GC may perform with its own employees work of a Trade Contractor who fails to perform in accordance with the provisions of its trade contract or if CM/GC's performance of some portions of the Work will result in cost savings to the County prior to the finalization of the GMP.

3.10 Management Control System. The CM/GC shall initiate and, upon execution of Part B, of the Contract, activate a management control system (MCS) as integral part of the Project Control System, using both manual and automated procedures to support such functions as planning, organizing, scheduling, budgeting, reporting construction progress and expenditures, accounting, documentation, identifying variances and problems and facilitating decision making.

The data provided by the MCS must be timely, must be responsive to the needs of management at all levels, and must be fully capable of providing a sound basis for managing the construction of the Project.

3.10.1 Subsystems of MCS. The Management Control System shall incorporate three major subsystems for use in meeting the objectives of the County for timely completion, economies and quality. Upon execution of Part B, the CM/GC shall provide the services, facilities and support equipment necessary to implement the MCS for the entire duration of the construction phase.

3.10.2 Planning and Progress Monitoring Subsystem. The CM/GC shall prepare a schedule that integrates the projected activities of the CM/GC, the A/E and the County particularly as they relate to the value engineering effort and the preparation of the GMP. The CM/GC shall produce a preliminary construction schedule for review and approval by the County.

The CM/GC shall prepare a final construction schedule incorporating changes required as a result of the County's review. This schedule shall be based on the Critical Path Method (CPM) and shall be updated and included in the Monthly Progress Report.

3.10.3 Budget Control and Accounting Subsystem. Provide for the periodic inclusion of approved change orders in the original budget. The new budget figure will be identified as the "current working estimate." Identify variances between "current working estimate" and the original budget and report them promptly to the County.

3.10.4 Documentation and Historical Subsystem. Provide documentation of all changes made in the original schedule and original budget so that complete traceability is maintained between the original plan (schedule and budget) and the latest approved plan.

3.10.5 Reports. The MCS, when fully implemented, will generate reports necessary for effective control of the overall construction program. Reports will be provided to management in summary form. Reports will also be provided to subordinate levels of management in sufficient detail consistent with their respective requirements and responsibilities.

3.11 Preparation of the Guaranteed Maximum Price (GMP). The CM/GC shall prepare and submit for County's approval an itemized GMP for the construction of the Project, clearly summarizing the cost for each component of the Work as it was packaged and bid and establishing the amount of contingency funds required. Upon contract of the County and CM/GC on the GMP, the detailed itemization of costs, prices and supporting data comprising the GMP shall be incorporated in the Part B Contract to be executed by the County and CM/GC as Exhibit "A".

The GMP shall represent CM/GC's guaranteed offer to the County of the maximum price for which it will construct the Project, as represented in the Design Documents, including a fee for CM/GC's services. During the construction phase, the GMP will be subject to modification for changes in the Construction Documents approved by the County and for additional costs arising from delays caused by persons, entities, events or circumstances entirely beyond the control of the CM/GC as provided in Part B of this Contract. The Plans and Specifications, the Site Plan and Survey, and all soil and subsurface investigations upon which the GMP is established shall be identified in the Part B Contract as Exhibit "B". The GMP shall be the sum of:

3.11.1 Direct Labor Cost. This category of expenses shall include (provided the GMP is not exceeded) and are limited to the following cost items:

3.11.1.1 Wages and employee benefits as may be payable, paid for labor, and Project site supervisory and office employees, in the direct employ of the CM/GC and used for performing the Contract work;

3.11.1.2 Travel and lodging expenses of CM/GC's officers or employees incurred in the discharge of duties connected with the Project in accordance with the County of Volusia Travel Reimbursement policy. Relocation costs of CM/GC's employees in connection with this Project shall not be reimbursable.

3.11.2 Cost of the Work. The Cost of the Work shall include, without limitation, the cost items set forth as follows:

3.11.2.1 The cost of all materials, supplies and equipment incorporated in the Work and the cost of transportation and storage thereof. The County, at its sole discretion, may make payment for materials, supplies or equipment stored off-site;

3.11.2.2 Payments made by the CM/GC to its Trade Contractors for work performed for the Project under trade contracts;

3.11.2.3 The cost, including transportation and maintenance, of all materials, supplies, equipment, temporary facilities and hand tools not owned by the workers, which are used and consumed in the performance of the Work and the cost, less salvage value, on items used but not consumed which remain the property of the CM/GC. This cost shall not include the cost of materials, supplies, equipment, temporary facilities and hand tools furnished by Trade Contractors as part of their trade work which shall be incorporated in the trade contracts cost;

3.11.2.4 Rental charges of all necessary motor vehicles, machinery and equipment, including hand tools, whether rented from the CM/GC or others, and including transportation and delivery costs, installation, maintenance, repair and replacement, and dismantling and removal, at rental charges consistent with those prevailing in the area of the Project;

3.11.2.5 Actual cost, without mark-up, of the premium for all insurance and bonds which the CM/GC is required to provide pursuant to this Contract;

3.11.2.6 Sales, use, gross receipt, or similar taxes related to the performance of the Work, imposed by any governmental authority and for which the CM/GC is liable;

3.11.2.7 Building and operating permit fees, inspection and filing fees, sewer and water fees and deposits lost for causes other than CM/GC's own negligence;

3.11.2.8 Losses, expenses or damages to the extent not compensated by insurance or otherwise, including settlement made with the written approval of the County;

3.11.2.9 The cost of corrective work (within the GMP limit);

3.11.2.10 Minor expenses such as telegrams, long-distance telephone calls, telephone service at the Project site, postage, office supplies, and similar items;

3.11.2.11 Cost of debris and trash removal including daily cleanup;

3.11.2.12 Cost of final cleanup prior to occupancy including window washing, dusting of all surfaces, carpet cleaning and vacuuming, floor polishing, fixture cleaning etc.;

3.11.2.13 Cost related to emergencies affecting the safety of persons and loss of property;

3.11.2.14 Legal costs properly resulting from prosecution of the Work for the County, provided that they are not the result of CM/GC's own negligence or malfeasance. Legal costs incurred in connection with disputes with the County shall not be included in the Cost of the Work;

3.11.2.15 Cost of items related to the Project Safety Program including barricades, firefighting equipment and extinguishers, special and protective wearing apparel and safety equipment, temporary roads and parking, dust and noise control, installation and operation of temporary hoists, scaffolds, ladders and runways, and likely items;

3.11.2.16 Cost of watchmen or similar security services;

3.11.2.17 Cost of survey, measurement and layout work required for the proper execution of the Work;

3.11.2.18 Cost of purchase or rental of office equipment such as typewriters, cameras, radio communications, computers, pagers, copiers, dictating units, and other items such as office and tool trailers, vehicles and furniture purchased by CM/GC in connection with the Work;

3.11.2.19 Cost of preparation of shop drawings, coordination drawings, photographs, and

"as-built" documentation;

3.11.2.20 Cost of data processing, computerized scheduling and document reproduction services required in the performance of the Work; and

3.11.2.21 Costs incurred during the warranty period after completion of the Project (within the GMP limit).

3.11.3 CM/GC's Fee. The County and the CM/GC hereby agree that the CM/GC's fee shall not exceed FOUR POINT NINE PERCENT (4.9%) of the "Direct Labor Cost" and "Cost of the Work" (See Sections 3.11.1. and 3.11.2, above). The intent and purpose of the GMP is to establish a maximum not-to-exceed price for the total Contract price, not a maximum price for line items, said line items being subject to adjustment by the CM/GC, upon approval by the A/E and the County, provided that such adjustments do not cumulatively exceed this Contract’s GMP. The CM/GC fee shall include the following:

3.11.3.1 Salaries or other compensation of CM/GC's employees at the principal office and branch offices, except employees listed in Section 3.11.1 hereof;

3.11.3.2 General administrative and operating expenses of CM/GC's principal and branch offices other than the Project site office;

3.11.3.3 Any part of CM/GC's capital expenses, including interest on CM/GC's capital employed for the Project, if any;

3.11.3.4 Overhead and any other costs incurred by the CM/GC in the performance of the

Contract; and,

3.11.3.5 Cost in excess of the Guaranteed Maximum Price, if any is incurred.

3.11.4 Adjustments of the Fee shall be made only as follows:

3.11.4.1 For approved changes in the Work (additional), an increase to the fee in an equitable amount to be included in the Modification/Change Order.

3.11.4.2 If the CM/GC is placed in charge of the reconstruction of any insured or uninsured loss, the fee shall be increased in the same proportion as set forth in Section 3.11.4.1.

3.11.5 The GMP shall include only those taxes which are legally enacted at the time the GMP is established. Taxes included in the GMP shall be segregated by category of taxes so that the County may insure that the tax exemptions applicable to County are excluded from the GMP.

3.11.6 The value included in the GMP for General Conditions and supervision shall be defined as a fixed amount and agreed upon by the County and the CM/GC at the time the GMP is accepted by the County. All cost savings, if any, shall be returned to the County as part of the net aggregate savings established at the time the final accounting is submitted, at the completion of the Work.

3.11.7 Exclusions. The GMP shall not include such Project expenses as cost of site, site survey and subsurface investigations, professional design fees, construction materials testing and inspection services, or moveable equipment and furnishings.

ARTICLE 4A

TIME FOR PERFORMANCE

4.0 The CM/GC shall submit its first estimate of the GMP as described in Section 3.11 to the County for review within sixty (60) days of receipt of all Design Documents. Based upon this estimate(s), the CM/GC and the County will collaborate to resolve any budget estimate differences in order to reach a GMP satisfactory to both the CM/GC and the County. Such action by the CM/GC and the County shall be accomplished within a maximum of twenty-one (21) days of submission of the GMP unless additional time is mutually agreed to. Approval of the GMP shall not be unreasonably withheld.

ARTICLE 5A

EXECUTION OF PART B, CONSTRUCTION PERFORMANCE PHASE SERVICES

5.0 Upon the County's timely approval of the GMP as provided under Section 3.11, hereon, the

CM/GC agrees to enter into Part B of the Contract on the basis of the proposed GMP as provided in Section 3.11 hereof.

5.1 During the performance of this Contract Part A and Part B when it is entered into by County and CM/GC, the CM/GC shall not be considered an employee of the County, or County's agent. The CM/GC shall perform its services and duties consistently with such status, and will make no claim or demand for any right or privilege applicable to an officer or employee of the County, including, but not limited to, workman's compensation, disability benefits, accident or health insurance, unemployment insurance, social security or retirement membership.

ARTICLE 6A

INSURANCE AND BONDING

6.0 INSURANCE REQUIREMENTS.

6.0.1 Required Types of Insurance. The CM/GC shall purchase and maintain at its own expense, during the term of this Contract the types and amounts of insurance with limits no less than those shown on Exhibit “C”, in the form and from companies satisfactory to the County. CM/GC shall provide the required insurance detailed in Exhibit “C” for the entire term of the Contract. Regardless of anything submitted as proof of insurance, CM/GC shall comply with all requirements of Exhibit “C”. For the purposes of Exhibit “C”, the term “County” shall be defined as the County of Volusia (a body corporate and politic and a subdivision of the State of Florida), including its districts, authorities, separate units of government established by law (constitutional), ordinance or resolution, partners, elected and non-elected officials, employees, agents, volunteers, and any party with whom the County has agreed by Contract to provide additional insured status.

6.1 Bonding Requirements

6.1.1 The CM/GC and/or Trade Contractor shall furnish separate performance and payment bonds as security for the faithful performance and payment of all its obligations…