Exhibit_I_-DRAFT,_Part_B,_CM-GC_contract,_27-SQ-114KO.pdf

CONTRACT FOR CONSTRUCTION

MANAGEMENT/GENERAL CONTRACTING SERVICES FOR

CONSTRUCTION PHASE SERVICES FOR THE VOLUSIA

COUNTY BRANCH JAIL AIR HANDLER AND FIRE ALARM

PROJECT, PART B

Between

THE COUNTY OF VOLUSIA

AND

Contract No. C-2102B 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 no. C-2102-B RSQ no. 27-SQ-14KO

CONTRACT FOR CONSTRUCTION MANAGEMENT

/GENERAL CONTRACTING SERVICES

PART B: CONSTRUCTION PERFORMANCE PHASE SERVICES

This Contract for Construction Management/General Contracting Services for Construction Performance Phase Services for the Volusia County Branch Jail Air Handler and Fire Alarm Project, Part B, 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 [add company name and address] (hereinafter referred to as the "Construction Manager/General CM/GC" or

"CM/GC’).

WHEREAS, the County intends to replace the Volusia County Branch Jail Air Handler and Fire Alarm Project, hereinafter called the "Project" in accordance with the construction Contract Documents prepared by the firm of Dewberry Architects, Inc., hereafter referred to as the "Arch-itect/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 CM/GC's scope of work will include all the construction work related to the entire facility; and

WHEREAS, the County desires the services of a firm with proven expertise in efficiently managing construction operations ("CM" function) and thoroughly experienced in high quality general contracting to be responsible for the organizing, directing and supervising of all construction activities required for the completion of the Project, including construction methods, direction of labor, Project site labor safety and loss prevention program and quality assurance and control programs ("GC" function); and

WHEREAS, it is 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 1B: DEFINITIONS; EXHIBITS; AND PURPOSE/INTENT

1.0 DEFINITIONS.

Amendment: An amendment to this Contract in writing approved by the County, approved by the Director of Purchasing, and signed by the County and authorizing an addition, deletion, or revision in the scope of work, or an adjustment in the Contract price or the time for completion issued after execution of this Contract.

Application for Progress Payment: The current estimate form furnished and certified by the CM/GC, construction manager, or general CM/GC which is to be used by the foregoing in requesting progress payments for work performed in the Project.

Architect: A person or firm that is authorized to practice architecture pursuant to Florida Statute 481.299 or a general CM/GC who provides architectural services under a design-build contract authorized by F.S. 481.299(3). “Architect" shall be synonymous with "Architect/Engineer," and "A/E."

Architect/Engineer (A/E): The design professional identified in the contract documents and who is licensed and registered in the State of Florida and selected by the County to provide construction management/general contracting services. The terms “Architect” and “Architect/Engineer or A/E” means the architect/engineer or its authorized representative.

Bid Documents: The official forms on which the County requires formal bids to be prepared and submitted by the bidder.

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.

Change Order: A written Modification is also known as a Change to Scope of work to the Contract signed by the County and CM/GC 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.

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.

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

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.

Contract Documents: Contract documents shall include but are not limited to the following: (1) the contract known as “Part A: Preconstruction Phase Services” entered into by the County and CM/GC on [date of Part A contract execution] (hereinafter referred to as “Part A”; (2) this Contract (comprising of two (2) parts (Part A and Part B) which represents the entire contract between the County and the CM/GC and supersedes all prior negotiations, representations or contracts); (3) Plans, Specifications, Site Plan, Survey, Soil & Subsurface Investigation identified as Exhibit "C" of Part A; (4) Advertising, Pre-Qualification, Bidding and Contract Award for Trade Contracts identified in Part A; (5) Guaranteed Maximum Price (GMP) identified as Exhibit “A”; (6) performance and payment bonds; (7) certificates of insurance; (8) Notice of Award and/or Notice to Proceed;

(9) the conditions of this Contract (general, special, supplementary, and other;, (10) drawings; (11) job specifications; (12) written interpretations; (13) change orders; (14) project manuals; (15) addenda issued before the execution of this Contract; and, (16) any modifications or amendments to this Contract issued after execution of this Contract; (17) sales tax procedures, identified as Exhibit “C” of this contract, and any amendments to the foregoing.

Construction Manager/General CM/GC: These terms shall be synonymous with "Con-struction Manager" and/or "General CM/GC" 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

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

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.

Deliverable: The result(s) or end products or services of the Project that meet the defined design or construction specifications, warranties, and functional parameters articulated in the scope of work for Part A and Part B.

Direct Labor and Personnel Costs: Represent those actual costs, exclusive of overhead and profit, reasonably and necessarily incurred and paid by the CM/GC in the performance of Part B of the 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 Article 8B hereafter and subject to the provisions of Article 9B, hereafter.

Employee Benefits: Includes, without limitation, unemployment compensation contributions, social security taxes and other mandatory and customary contributions and fringe benefits, insofar as such costs are based on wages, salaries, or other remuneration normally and regularly paid by the CM/GC to its employees.

Modification: 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. This can include, but is not limited to the following:

A. Addenda: A document written by the CM/GC and approved by the County that is added to the original Contract Documents to clarify, revise, add to, or delete from the original Contract Documents or previous addenda. The document includes a written clarification or interpretation prepared by the CM/GC.

B. Amendment;

C. Field Order: A written clarification, interpretation, minor change or alteration issued by the CM/GC or CM/GC;

D. Modification/Change Order;

Notice to Proceed: The official letter from the County to the CM/GC establishing a date on which the Project will commence.

Owner Direct Purchase: The direct purchase of supplies and/or materials for use in public works contracts for the purpose of saving sales tax pursuant to State of Florida, Florida Administrative Code 12A-1.094.

Part A: The Construction Management/General Contracting Services for Pre-Construction Performance Phase Services for the Volusia County Branch Jail Air Handler and Fire Alarm Project contract reached with [name of company] [date of Part A contract execution].

Project: 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:

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

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

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

Project Manager or County Project Manager: The County employee or designated County Representative (including the CM/GC) who is assigned to the Project and is responsible for the day-to-day administration and coordination of the Project for the County.

Scope of Services/Work: The specifications and requirement governing the work or services to be performed under this Contract and defined in Part A including responsibility for performing and complying with all incidental matters pertaining thereto.

Services: Those services are the professional or construction services of work to be performed as provided for under this Contract.

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

Specifications: The document or scope of work that establishes the material and performance requirements of goods and services to be delivered to the County.

SubCM/GC: A person other than a materialman or laborer who enters into a contract with a CM/GC for the performance of any part of this Contract.

Sub-subCM/GC: A person other than a materialman or laborer who enters into a contract with a subCM/GC for the performance of any part of such subCM/GC’s contract.

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

Work: Any and all obligations, work, services, duties and responsibilities necessary to the successful completion of the Project assigned to or undertaken by the CM/GC or CM/GC under the Contract Documents, including the furnishing of all labor, materials, equipment and other incident.

1.1 EXHIBITS.

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

1.1.1.1 Exhibit “A” – Guaranteed Maximum Price (GMP) Proposal

1.1.1.2 Exhibit “B” – Plans, Specifications, Survey, Investigations

1.1.1.3 Exhibit “C” – Sales Tax Exemption Procedure

1.1.1.4 Exhibit “D” – Performance & Payment Bonds

1.1.2 This Contract shall not be superseded by any provisions of the Plans and

Specifications and may be amended only by written instrument signed by both the County and the CM/GC.

1.1.3 The Contract Documents do not include proposal solicitation documents such as the Request for Qualification, advertisements or Addenda, the instructions to respondents or clarifications issued during the selection of the CM/GC, sample forms, CM/GC's proposal or portions of it, or any other documents, unless specifically enumerated and incorporated in this Contract.

1.1.4 The Contract Documents shall be signed in triplicate by the County and the

CM/GC.

1.2 Purpose and Intent. The primary purpose of Part B of this Contract is to secure for the County, the services of a firm that will organize, direct and manage the performance of all construction activities for the Project; contract directly with Trade CM/GCs and assume the customary contractual responsibilities of a general CM/GC; assume the financial responsibility of producing the Project within the Guaranteed Maximum Price ("GMP") and within the time constraints established during the preconstruction phase of the Project.

Therefore, the CM/GC shall provide all traditional services and perform as a general CM/GC and, in addition thereto, shall provide services as a construction manager consistent with the requirements of this Contract.

1.2.1 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 CM/GCs to assure a high quality of construction consistent with the requirements of the Contract Documents.

1.2.2 All permanent construction for the Project shall be performed under trade contracts between the CM/GC and its Trade CM/GCs. 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 CM/GCs.

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 employee’s work of a Trade CM/GC who fails to perform in accordance with the provisions of its trade contract.

1.2.3 Upon notice that the County elects to proceed with Part B of this Contract, 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 this Part B of the Contract.

1.2.4 The CM/GC shall provide the insurance and bonding for the Project as required in Article 11B and shall be reimbursed the cost in accordance with Article 6B, hereunder.

1.2.5 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 CM/GC shall evaluate and satisfy themselves as to the conditions and limitations under which the Work is to be performed, including, without limitation:

A. The location, conditions, layout and nature of the Project site and surrounding areas, B. Anticipated labor supply and costs, C. Availability and cost of materials, tools, equipment, and other similar issues.

1.2.5.1 The County assumes no responsibility or liability for the physical condi-tions 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 or any Trade CM/GC to comply with the requirements of Paragraph 1.1.2, hereof.

1.2.6 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 consultant or otherwise, shall be subject to the prior written approval of the County. Such approval shall not be construed as constituting an agreement between the County and any such person or firm.

1.2.7 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.

1.2.8 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.

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

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

1.2.11 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 CM/GCs or in establishing the extent of Work to be performed by any one of them.

1.2.12 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:

A. Modifications to the Contract;

B. This Contract between the County and CM/GC;

C. Addenda or Exhibits to the Contract;

D. Detailed (Technical) Specifications;

E. Project Plans (Drawings);

F. Procedures for Advertising, Pre-Qualification, Bidding and Contract Award for Trade Contracts (Part A);

G. Bonds and Guaranties

1.2.13 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 precedence. 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.

1.2.14 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 2B: CM/GC SERVICES

2.0 General Provisions. The CM/GC shall supervise and direct the Work, using its best skill and attention. The CM/GC shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under this Contract including coordination of the work of all Trade CM/GCs.

2.0.1 Unless otherwise provided in the Contract Documents, the CM/GC shall furnish and pay for all labor, materials, equipment, tools, construction equipment and machinery, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated in the Work. The GM/GC shall check all materials entering the Project site, including materials furnished under trade contracts, and labor performing any portion of the Work and shall keep full detailed accounts of such materials and labor.

2.0.2 All materials and equipment purchased by the County under an Owner Direct

Purchase (Sales Tax Recovery) shall be F.O.B. destination to the location of the project or the specified site on a purchase order.

2.0.3 Manufactured articles, materials and equipment shall be applied, installed, connected, erected, cleaned and conditioned in accordance with manufacturers' recommendations. Likewise, materials and equipment shall be stored in accordance with manufacturers' recommendations, or in such a manner as to insure the preservation of their quality and fitness for incorporation in the Work.

When considered necessary by the Architect, such materials and equipment shall be placed on wooden platforms or other elevated surfaces, and/or shall be placed under cover. Stored materials and equipment shall be located so as to facilitate prompt inspection.

2.0.4 The CM/GC shall comply with the provisions of Section 255.20, Florida Statutes, concerning the purchase of timber products. All lumber, timber and other forest products used in the Project shall be produced and manufactured in Florida if such products are available without delaying construction and provided that price, fitness and quality of such Florida products are equal to out-of-state products.

2.0.5 Manage, schedule and direct the Work including the activity of Trade CM/GCs and coordinate the performance of the Work, such as to complete the Project in accordance with County's objectives of cost, timeliness and quality.

2.0.6 The CM/GC shall not be relieved from its obligations to perform the Work in strict accordance with the Contract Documents either by the activities or duties of the County or its representatives, or by inspections, tests or approvals required or performed by persons other than the CM/GC, unless such deviation shall have been approved by the County in writing.

2.0.7 The County reserves the right to award separate contracts in conjunction with the

Work. The CM/GC shall cooperate with such separate CM/GCs employed by the

County so that their work may be completed expeditiously and within normal working hours. The CM/GC shall afford such separate CM/GCs reasonable opportunity for the receipt, transportation and storage of their materials and equipment at their work site and for the execution of their work, and shall properly connect and coordinate its work with theirs. County's separate CM/GCs shall conform to CM/GC's Project Schedule and not delay the work of CM/GC's Trade CM/GCs or the final completion of the Project. The CM/GC shall not be responsible for actions or delays occasioned by County's separate CM/GCs or for coordinating, directing or supervising them or their work.

2.0.8 If any part of CM/GC's work depends upon the work performed by separate

CM/GCs, the CM/GC shall carefully inspect such work and before beginning his part of the work, promptly report to the County any apparent discrepancies or defects that render the separate CM/GC's work unsuitable to receive CM/GC's work. The County shall take the appropriate corrective action.

2.0.9 The CM/GC shall not endanger the work of County's separate CM/GCs by cutting, excavating, or otherwise altering their work, and shall not cut or alter their work without the written approval of the County.

2.1 CM/GC's Project Site Organization. Maintain a competent full-time staff at the Project site to coordinate and direct the Work and the progress of the Trade CM/GCs on the Project.

Identify an on-site senior staff member (Project Manager) to represent CM/GC on a daily basis with authority to negotiate change orders and contract modifications on behalf of CM/GC so as not to delay the progress of the Work. The Project Manager shall represent CM/GC and all communications given to the Project Manager shall be as binding as if given to CM/GC. Important communications shall be confirmed in writing. Other communications shall be so confirmed on written request in each case.

2.1.1 Key Management Personnel. All of CM/GC's on-site management and supervisory personnel shall be approved by the County prior to assignment to the Project and shall not be removed or replaced without County's consent. The County shall have the right to direct the CM/GC to remove or replace any on-site personnel whose performance becomes unsatisfactory to the County. In such event the CM/GC shall promptly replace such personnel.

2.1.2 Superintendence. The CM/GC shall employ a competent Project Superintendent and necessary assistants who shall be in attendance at the Project site during the progress of the Work. It shall be the responsibility of the Project Manager and Superintendent to coordinate the work of all Trade CM/GCs under contract with the CM/GC.

2.1.3 Labor Relations. Develop, implement and administer as necessary an effective labor relations program for the Project in order to avoid labor disputes during performance of the Contract.

2.1.4 The CM/GC shall at all times enforce strict discipline and good order among its employees and all Trade CM/GCs under direct or indirect contract with the CM/GC and shall not employ on the Work any unfit person or anyone not skilled in the task assigned to it.

2.1.5 The CM/GC shall be responsible to the County for the acts and omissions of its employees, Trade CM/GCs and their agents and employees, and other persons performing any of the Work under a direct or indirect contract with the CM/GC.

2.2 Obtaining Competitive Bids. Conduct the selection of qualified bidders in strict accordance with the approved qualification requirements provided in Exhibit "A" attached hereto. 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 CM/GCs' interest in the Project by publicizing the invitation for bids through distribution to reputable local Trade CM/GCs 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 confer-ence. 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.

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

Trade CM/GC 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.

2.2.2 Solicit competitive bids on appropriate bidding packages from qualified Trade

CM/GCs. Analyze and evaluate the bids received and their relationship to budgeted amounts and prepare for review with the County a 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 as required in Article 4B, hereinafter.

2.2.3 Local Preference. CM/GC shall submit the names, addresses, phone numbers, license numbers of all Trade CM/GCs or SubCM/GCs who will perform work under this contract including minority status of its subCM/GCs together with the services they will supply. No change in the Trade CM/GCs or SubCM/GC shall be made by CM/GC unless approved by the County in writing and only based on reason of financial distress or County deemed performance issues. In addition, the CM/GC or Trade CM/GC shall register and post any open positions as a result of the award of this contract through the Center for Business Excellence (CBE).

2.3 Project Control System. Establish on-site organization and lines of authority in order to carry out the overall intent of this Contract. Activate the Management Control System (MCS) as provided in Part A, Article 3A, Paragraph 3.10.

2.3.1 Establish procedures for administration of the Work to be performed under the

Contract and coordination of construction activities with other separate CM/GCs that may perform work for the County adjacent to the Project site. Incorporate such procedures into a project document and distribute to the County and all persons designated by the County. The manual shall include, at least, the following data:

2.3.1.1 Directory of Personnel;

2.3.1.2 Security Requirements and Procedures;

2.3.1.3 Correspondence Requirements;

2.3.1.4 Reports and Records Requirements;

2.3.1.5 Inspection Procedures;

2.3.1.6 Shop Drawing Submittal Procedures;

2.3.1.7 Testing Laboratories Procedures;

2.3.1.8 Contract Changes Procedures;

2.3.1.9 Extensions of Time;

2.3.1.10 Progress Payments Procedures;

2.3.1.11 Final Acceptance Procedures;

2.3.1.12 Miscellaneous Instructions.

2.3.2 Schedule and conduct progress meetings with Trade CM/GCs bi-weekly, or more frequently if requested by the County, to review such matters as job procedures, construction progress, schedule, shop drawing status and other matters as necessary. Provide prior notice to the County of all such meetings and prepare and distribute minutes. Attend separate meetings with the County as requested by the County.

2.3.3 Review the Project Schedule with the Trade CM/GCs and, if necessary, expand the level of detail to incorporate specific Trade CM/GC input consistent with the overall completion requirements. Provide regular monitoring and updating of the Project Schedule and various sub-networks as construction progresses. Identify potential variances between scheduled and probable milestone dates. Review schedule for work not started or incomplete and take appropriate measures and action to meet the scheduled milestone dates. Provide summary reports of each monitoring and document all changes. Regular schedule updates and reporting shall be included as part of the Monthly Progress Report required under Paragraph

2.3.1. Display the current Project Schedule in the on-site office for review at progress meetings.

2.3.4 Determine the adequacy of the Trade CM/GCs' labor force and equipment and the availability of materials and supplies to meet the Project Schedule. Take necessary corrective actions when these requirements are not being met by any Trade CM/GC and advise the County of same.

2.3.5 Give all notices required by and exercise best efforts to ensure that all Work is performed and constructed so that it complies with the applicable laws and ordinances, the Plans and Specifications, requirements of regulatory agencies having jurisdiction on the Project including, without limitation, the requirements of the National Fire Prevention Association (NFPA), the State Fire Marshall, and the Occupational Safety and Health Administration (OSHA), and all codes governing public buildings, without, however, assuming any of the A/E's responsibilities for design in accordance therewith. The CM/GC shall be responsible for performing all Work so that it is satisfactory to the regulatory agencies required to inspect and approve the Work. It is not the responsibility of CM/GC to make certain that the Contract Documents are in accordance with applicable laws, statutes, building codes and regulations unless such laws, statutes, building codes and regulations bear upon the performance of the Work by the CM/GC. However, should the CM/GC become aware of any conflicts, inconsistencies, or omissions in the Plans and Specifications which might result in work inconsistent with the requirements of such regulatory agencies, the CM/GC shall, at once, notify the County and request its written instruction and interpretation of the Plans and Specifications. If the CM/GC performs any Work knowing it to be contrary to such laws, ordinances, rules and regulations, and without such notice to the County, it shall assume full responsibility therefore and shall bear all costs attributable thereto.

2.3.6 Use the Project site only for purposes necessary to the performance of this

Contract. Confine any equipment, apparatus, materials and operations within reasonable limits designated or allowed by County and refrain from unnecessarily encumbering the Project site with materials. If the GMP provides for County-furnished-CM/GC- installed ("CFCI") materials or equipment, whenever such CFCI materials and equipment are shipped to the Project site, the CM/GC shall notify the County and shall be responsible for the acceptance, proper storage, and incorporation into the Work of such CFCI material and equipment.

2.3.7 Supervise and evaluate the work of Trade CM/GCs for determination of defects and deficiencies and promptly report to the County any observed deficiencies or defects and implement the corrective actions directed by the A/E. Facilitate separate inspections by regulatory agencies. Provide to the County suitable access to observe the Work. If any portion of the Work is covered, the County may direct in writing that CM/GC uncover that portion of the Work so that the A/E may inspect or observe that portion of the Work. If that portion of the Work which is uncovered is not defective and is in accordance with the Plans and Specifications, the cost of uncovering that portion of the Work, repairing any portion of the Work damaged thereby, and recovering that portion of the Work shall cause the Guaranteed Maximum Price to be increased in accordance with Article 7B, Paragraph 7.0.2. If any portion of the Work uncovered is defective or is not in accordance with the Plans and Specifications, then the cost of repairing the defective work, uncovering and recovering such portion of the Work and the cost of repairing any portion of Work damaged thereby shall be the responsibility of the CM/GC. If a portion of the Work is covered contrary to the County's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the County, be uncovered for the County's observation and be replaced at the CM/GC's expense without change in the Contract Time.

2.4 Physical Construction. Provide all supervision, labor, materials, construction equipment, tools and subcontract items which are necessary for the completion of the Work which are not provided by the Trade CM/GCs. To the extent that the CM/GC performs any portion of the Work with its own forces, it shall, with respect to such work, perform in accordance with the Contract Documents and all requirements of this Contract shall apply as if it were a Trade CM/GC for that portion of the Work. The CM/GC shall not bid on any of the trade work in competition with Trade CM/GCs or perform such work with its own forces without the prior written consent of the County.

2.4.1 Make provisions for all temporary facilities, equipment and services which are necessary for the performance of the Work or which are required by the Trade CM/GCs for performing the Work in compliance with the Contract Documents, and remove such facilities and terminate such services upon the completion of the Project.

2.4.2 Furnish and install construction signs advertising the Project as directed and approved by the County prior to their installation. Allow no other signs to be displayed on the Project site, except as approved by the County.

2.4.3 Keep the Project site clear and clean during construction, including the removal of all waste materials, rubbish, tools, scaffolding, and surplus materials and equipment from the Project site. Comply with all applicable Federal, State and local laws, regulations, ordinances, codes and standards concerning environ-mental control during construction, including reduction of air pollution, dust and noise control, containment of chemical vapors, control of engine exhaust gases, control of smoke, reduction of water pollution by control of sanitary facilities, proper storage of fuels and other potential contaminants and prevention of siltation and land erosion. Maintain streets and sidewalks around the Project Site in a clean condition. Remove all spillage and tracking arising from the performance of the Work from such areas, and establish a regular maintenance program of sweeping and hosing to minimize accumulation of dirt and dust upon such areas.

2.4.4 Ascertain any restrictive traffic conditions and comply with reasonable requests of the County in the use and operation of trucks and equipment on the Project site.

Protect existing curbs, walks or other improvements from damage by heavy equipment.

2.5 Cost Control. Develop and maintain an effective system of Project cost control which is satisfactory to the County. Revise and update the Project Budget as approved changes occur, and develop cash flow reports and forecasts as needed. Identify variances between actual and budgeted costs and advise the County whenever projected costs exceed budgets. Cost control reports shall be included as part of the Monthly Progress Report required in Paragraph 2.3.1 hereof.

2.5.1 The CM/GC shall maintain a system of accounting consistent with generally accepted accounting principles regulations. The CM/GC shall preserve all accounting records for a period of five (5) years after final acceptance of the Work.

The County shall have access to all such accounting records at any time during the performance of the Work and for a period of five (5) years after final acceptance of the Work.

2.6 Discounts/Sales Tax Exemption. All discounts for prompt payment shall accrue to the

County to the extent the Cost of Work is paid directly by the County or from a fund made available by the County to the CM/GC for such payments. All trade discounts, rebates and refunds, and all returns from sale of surplus materials and equipment, shall be credited to the County.

2.6.1 The CM/GC agrees to arrange for purchase of materials and other items subject to the State sales tax through Volusia County to save, where practicable, the payment of sales taxes. The CM/GC will establish a procedure with the County for such purchase. In the event the County does not execute the appropriate documents submitted by the CM/GC within fifteen (15) days after receipt of same, the CM/GC may, in its sole discretion, order such materials irrespective of loss of cost savings. It is the intent of these provisions to implement the cost savings afforded by the sales tax exemption without delay of the Work and that the CM/GC retain complete control of the Project Schedule. The CM/GC shall not be entitled to a time extension in the event that delay is occasioned by the County's direct purchase of materials.

2.7 Modifications/Change Orders. Develop and implement a system for the preparation, review and processing of Modification/Change Orders. Without assuming any of the Architect/Engineer's responsibilities for design, recommend necessary or desirable changes to the County and Architect/Engineer, review all proposed changes and submit recommendations to the County.

2.7.1 When requested by the County, promptly prepare and submit estimates of probable cost for changes proposed in the Work including similar estimates from the Trade CM/GCs. If directed by the County, promptly secure formal written Modification/Change Order Proposals from such Trade CM/GCs.

2.8 Payments to Trade CM/GCs. Develop and implement a procedure mutually acceptable to the County for the review, processing and payment of Trade CM/GCs' applications for progress and final payments consistent with Article 10B, hereafter.

2.8.1 CM/GC’s Payment of SubCM/GCs. CM/GC shall save and hold the County harmless from any and all claims or actions by CM/GC’s SubCM/GCs, Sub-subCM/GCs for payment of monies such SubCM/GC or Sub-subCM/GC claims to be owed by CM/GC by SubCM/GC for Work performed under this Contract.

2.8.2 Nothing in this Contract shall create any obligation on the part of the County to pay directly to any SubCM/GC of CM/GC or Sub-subCM/GC of SubCM/GC any monies due to such SubCM/GC, or claims of a SubCM/GC or Sub-subCM/GC of SubCM/GC for amounts owed by CM/GC to SubCM/GC for Work performed under this Contract

2.9 Permits and Fees. Obtain all building permits and special permits for permanent improvements, excluding permits for inspection or temporary facilities required to be obtained directly by the Trade CM/GCs. Obtain approvals from all the authorities having jurisdiction over the Project or the completed facilities. Certificates of inspection, use and occupancy shall be delivered to the County upon completion of the Work in sufficient time for occupation of the Project in accordance with the Master Schedule.

2.10 Labor Safety Program. The CM/GC shall be responsible for initiating, maintaining and supervising effective safety programs and shall require similar programs of the Trade

CM/GCs. The current OSHA guidelines shall serve as the basis for the Project Safety Program.

2.10.1 Designate a qualified member of the Project site organization as the Safety

Engineer. The Safety Engineer's duties shall include development of the means and procedures to prevent accidents and injury to persons or damage to property and to administer the Project Safety Program.

2.10.2 Comply with all applicable provisions of Federal, State and local laws relating to labor safety.

2.10.3 Promptly notify the County in writing upon receiving notice of filing of any charge of non-compliance with OSHA or upon receiving notification that a Federal or State Inspector shall visit the Project site.

2.10.4 Inform all employees of applicable safety and security rules and of all related procedures, before beginning work on the Project.

2.10.5 At progress meetings with Trade CM/GCs conduct a review of job safety and accident prevention, and prepare minutes of such meetings that will be available for review by the County, on request.

2.10.6 Require Trade CM/GCs to make provisions for all planking, bridges, bracing, shoring, sheet piling, lights and warning signs necessary for the protection of streets, adjacent property and persons. Do not permit Trade CM/GCs to exces-sively load any structure. Protect the completed segments of the Work, stored materials and equipment, County's property, all completed Work with delicate finishes, and adjacent property from loss or damage. Require Trade CM/GCs to use all recognized safety procedures and techniques to protect life and property during energizing and de-energizing of all electrical equipment. Coordinate and schedule required inspections so as not to interfere with the progress of the Work.

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

2.10.8 In the event of accidents involving personal injury or property damage, immediately notify the County and furnish as much data as is available. As soon as practicable, but not later than forty-eight (48) hours, submit a report to the County in writing regarding the extent of damage or injury, the persons involved and their employers, the number of days persons are hospitalized, and any other pertinent information required by the County. Require similar information from the Trade CM/GCs.

2.11 Document Interpretation. Execution of this Contract by the CM/GC shall be an acknowledgment that the Contract Documents are full and complete, are sufficient to have enabled it to determine the cost of the Work and that the Plans, the Specifications, and all addenda are sufficient to enable the CM/GC to perform the Work outlined in those documents in accordance with applicable laws, statutes, building codes and regulations, and otherwise to fulfill all of its obligations under the Contract Documents. If the CM/GC performs any portion of the Work knowing that any of the Contract Documents contain a recognized error, inconsistency or omission, the CM/GC shall be responsible for such performance and shall bear the cost for correction of such performance.

2.11.1 CM/GC shall compare and check the field conditions, dimensions, elevations, lines, grades and other data indicated on the Plans and Specifications with the actual field conditions, dimensions, elevations, lines and grades. Promptly bring any observed conflicts, discrepancies or hidden conditions to the attention of the A/E and obtain the County's written instruction before proceeding with the portion of the Work affected. Make necessary provisions in the trade contracts requiring actual verifications of field dimensions, elevations, lines and grades as a requirement of shop drawing submission.

2.12 Shop Drawings and Samples. In collaboration with the A/E, CM/GC shall establish and implement procedures for tracking and expediting the processing and approval of shop drawings and samples. Prior to commencement of the Work, a conference will be held to review the Project Schedule, establish the Submittal Schedule for samples, shop drawings and other submittals and to establish a working understanding and cooperation between the parties.

2.12.1 Prepare and review with the Architect/Engineer a submittal control log or schedule identifying all submittals and shop drawings anticipated or required from Trade CM/GCs and Project suppliers and indicating the dates required for submission to maintain the Project Schedule. The Submittal Control Log shall contain the date submitted to the Architect, the date received from the Architect, the date resubmitted to the Architect and the date received from the Architect. Said log shall consecutively number all submittals regardless of nature for future tracking and revisions noted by letter designation.

2.12.2 Identify any submittals requiring expedited submission and review by the Trade

CM/GCs and Architect/Engineer, respectively. Provide regular updating of the submittal control log or schedule for review at progress meetings.

2.12.3 Require the Trade CM/GCs to provide such identification data and supporting documentation on shop drawings as may be reasonably required by the Architect/Engineer.

2.12.4 Review all shop drawings for conformance to the Plans and Specifications and return to the Trade CM/GCs, for correction and resubmittal, any shop drawings or submittals not consistent with the Plans and Specifications. If shop drawings show variations from Contract Documents, whether due to standard shop practice or other reasons, CM/GC shall make specific mention of such variation in its submittal letter. Acceptance of any such variations require the express written approval of the Architect/ Engineer, and neither the stamp "Approved" nor the stamp "Approved as Noted" shall constitute written approval of such variation unless CM/GC made specific mention of the variation in its submittal letter. The Architect/Engineer shall, within fifteen (15) days after receipt of same, review shop drawings and samples and return to CM/GC the shop drawings stamped "Ap-proved", "Approved as Noted", "Revise as Noted", "Rejected," or "Resubmit."

Shop drawings stamped "Rejected" or "Resubmit", and unacceptable samples shall be returned to CM/GC for correction and resubmission. CM/GC shall correct and resubmit shop drawings and samples, as necessary and as required by the Architect/Engineer. CM/GC shall retain on the Project site the originals of all approved shop drawings.

2.12.5 Nothing in the A/E's review of shop drawings and samples shall be construed…