Sample_Agreement.pdf

RFQ # 26-0706-RFQ-CCNA

RFQ Title: Construction Manager at Risk for the East Lake Community Library Expansion Page 1 of 78

CONSTRUCTION MANAGEMENT SERVICES AGREEMENT

PINELLAS COUNTY CCNA CONSTRUCTION MANAGEMENT AGREEMENT Revised 02/2025

PINELLAS COUNTY GOVERNMENT IS COMMITTED TO PROGRESSIVE PUBLIC POLICY, SUPERIOR PUBLIC SERVICE, COURTEOUS PUBLIC CONTACT, JUDICIOUS EXERCISE OF AUTHORITY AND SOUND MANAGEMENT OF PUBLIC RESOURCES, TO MEET THE NEEDS AND CONCERNS OF OUR CITIZENS TODAY AND TOMORROW.

RFQ TITLE: Construction Manager at Risk for the East Lake Community Library Expansion

RFQ CONTRACT NO. 26-0706-RFQ-CCNA

CM FIRM:

RFQ Title: Construction Manager at Risk for the East Lake Community Library Expansion Page 2 of 78

TABLE OF CONTENTS

CONSTRUCTION MANAGEMENT AGREEMENT

GENERAL PROVISIONS

RELATIONSHIP OF PARTIES

GENERAL CONDITIONS

CONSTRUCTION MANAGER AT RISK RESPONSIBILITIES

PRECONSTRUCTION PHASE

GUARANTEED MAXIMUM PRICE PROPOSAL AND CONTRACT TIME

CONSTRUCTION PHASE

PROFESSIONAL SERVICES

HAZARDOUS MATERIALS

OTHER RESPONSIBILITIES

INFORMATION AND SERVICES

OWNER'S REPRESENTATIVE

DESIGN PROFESSIONAL

LEGAL REQUIREMENTS

COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE

SERVICES

COMPENSATION

PAYMENTS

COUNTY FUNDING

COMPENSATION FOR CONSTRUCTION PHASE SERVICES

COMPENSATION

GUARANTEED MAXIMUM PRICE

CHANGES IN THE WORK

COST OF THE WORK FOR CONSTRUCTION PHASE (THE GUARANTEED

MAXIMUM PRICE)

COSTS TO BE REIMBURSED

COSTS NOT TO BE REIMBURSED

DISCOUNTS, REBATES AND REFUNDS

ACCOUNTING RECORDS

CONTRACT TIME AND LIQUIDATED DAMAGES

CONSTRUCTION PHASE PAYMENTS

PROGRESS PAYMENTS

FINAL PAYMENT

INSURANCE AND BONDS

INSURANCE REQUIRED OF THE CONSTRUCTION MANAGER AT RISK –per Exhibit K of this Agreement

(attached)

PERFORMANCE BOND AND PAYMENT BOND

MISCELLANEOUS PROVISIONS

DISPUTE RESOLUTION

OTHER PROVISIONS

TERMINATION OR SUSPENSION

TERMINATION PRIOR TO ESTABLISHING GUARANTEED MAXIMUM PRICE

TERMINATION SUBSEQUENT TO ESTABLISHING GUARANTEED MAXIMUM PRICE

SUSPENSION

COUNTY FUNDING

EXHIBIT A GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION TABLE OF

CONTENTS

EXHIBIT B - SPECIAL CONDITIONS

EXHIBIT C - FORM OF PAYMENT BOND

EXHIBIT D - FORM OF PERFORMANCE BOND

EXHIBIT E - RELEASE AND AFFIDAVIT

RFQ Title: Construction Manager at Risk for the East Lake Community Library Expansion Page 3 of 78

EXHIBIT F - CONSTRUCTION MANAGER AT RISK APPLICATION FOR PAYMENT

EXHIBIT G - CHANGE ORDER

EXHIBIT H - CONSTRUCTION MANAGER AT RISK STAFFING SCHEDULE

EXHIBIT I - GMP AMENDMENT TO AGREEMENT BETWEEN OWNER AND CONSTRUCTION

MANAGER AT RISK

EXHIBIT J - TRUTH-IN-NEGOTIATION CERTIFICATE

EXHIBIT K - CERTIFICATE OF INSURANCE FORM

EXHIBIT L - CONSTRUCTION MANAGER AT RISK PRE-CONSTRUCTION PHASE FEE

PROPOSAL

EXHIBIT M - REQUEST FOR PROPOSAL SOLICITATION

RFQ Title: Construction Manager at Risk for the East Lake Community Library Expansion Page 4 of 78

CONSTRUCTION MANAGEMENT AGREEMENT

THIS Agreement, made and entered into by and between Pinellas County, a political subdivision of the State of Florida, hereinafter designated the OWNER, and ______________________ (“Construction Manager at Risk”), a Florida Corporation, to perform all work (“Work”) in connection with the management and construction the County’s ______________________________ (Project), located in Clearwater, Pinellas County, Florida, said Work being set forth in the plans and specifications being prepared by ______________________, the Architect of Record (“Design Professional”), and all other Contract Documents hereafter specified.

Owner and Construction Manager at Risk, for the consideration herein set forth, agree as follows:

GENERAL PROVISIONS

RELATIONSHIP OF PARTIES

The Construction Manager at Risk is the Owner’s independent contractor and additionally accepts the relationship of trust and confidence established with the Owner by this Agreement, and covenants to the Owner to furnish the Construction Manager at Risk’s reasonable skill and judgment and to cooperate with the Design Professional in furthering the interests of the Owner. The Construction Manager at Risk will furnish construction and management services and use the Construction Manager at Risk’s best efforts to perform the Project in an expeditious and economical manner consistent with the interests of the Owner. The Construction Manager at Risk must cooperate and coordinate with the Owner, Design Professional, and other persons or entities employed by the Owner for the Project.

GENERAL CONDITIONS

For the Construction Phase, the General Conditions of the Contract for Construction will be as outlined in Exhibit A herein. For the Preconstruction Phase, or in the event that the Preconstruction and Construction Phases proceed concurrently, Exhibit A will only apply to the Preconstruction Phase as specifically provided in this Agreement.

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CONSTRUCTION MANAGER AT RISK RESPONSIBILITIES

The Construction Manager at Risk must perform the services described in this Article. The services to be provided under Sections 2.1 and 2.2 constitute the Preconstruction Phase services.

PRECONSTRUCTION PHASE

1) PRELIMINARY EVALUATION

The Construction Manager at Risk must familiarize itself with the approved facilities program for the Project and provide a preliminary evaluation of the Owner's program and Project budget requirements, each in terms of the other. The Construction Manager at Risk must jointly participate with the Owner and Design Professional in formation of the final Project design. It is the Construction Manager at Risk’s responsibility to assure that all parties coordinate efforts and revise the program to remain within the Owner’s budget.

2) CONSULTATION

The Construction Manager at Risk must, in coordination with the Design Professional, schedule and attend regular meetings with the Owner and the Design Professional. The Construction Manager at Risk must consult with the Owner and Design Professional regarding site use and improvements and the selection of materials, building systems and equipment. The Construction Manager at Risk will provide recommendations on construction feasibility; actions designed to minimize adverse effects of labor or material shortages; time requirements for procurement, installation and construction completion; and factors related to construction cost, including estimates of alternative designs or materials, preliminary budgets and possible economies. In order to provide effective consultation, the Construction Manager at Risk must perform or cause to be performed such structural or environmental tests, surveys or reports as it deems necessary, including but not limited to those listed within Section 3.1.4.

3) PRELIMINARY PROJECT SCHEDULE

When Project requirements described in Section 3.1 have been sufficiently identified, the Construction Manager at Risk must prepare, and periodically update, a preliminary Project schedule based upon the Critical Path Method for the Design Professional’s review and the Owner's approval. The Construction Manager at Risk will obtain the Design Professional’s approval when reporting the preliminary Project schedule relating to the performance of the Design Professional’s services. The Construction Manager at Risk must coordinate and integrate the preliminary Project schedule with the services and activities of the Owner, Design Professional and Construction Manager at Risk. As design proceeds, the preliminary Project schedule must be updated by Construction Manager at Risk to indicate proposed activity sequences and duration, milestone dates for receipt and approval of pertinent information, submittal of a Guaranteed Maximum Price proposal, preparation and processing of shop drawings and samples, delivery of materials or equipment requiring long-lead-time procurement, Owner's occupancy requirements showing portions of the Project having occupancy priority, and proposed date of Substantial and Final Completion

4) PHASED CONSTRUCTION

The Construction Manager at Risk must make recommendations to the Owner and Design Professional regarding the phased construction of the Work, if such phased construction is appropriate for the Project, taking into consideration such factors as economies, time of performance, availability of labor and materials, and provisions for temporary facilities. The first phase of construction must begin only after construction documents are 100% complete for all phases of work and a final Guaranteed Maximum Price (GMP) has been established and approved by the Owner in writing, in accordance with the process for establishing the GMP as further detailed in this Agreement below.

5) PRECONSTRUCTION COST ESTIMATES

A. The Design Professional is required to provide design concepts, narratives, and drawings, and probable construction cost estimates. During each phase of design, in keeping with the Owner’s goals and the program for the Project, the Construction Manager at Risk must familiarize itself with these design documents and provide the Owner and Design Professional with a report detailing construction issues and concerns relating to the design, with detail appropriate to the phase of design. Without limitation of the foregoing, each construction report must:

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a. include an estimate of overall construction cost, including Construction Manager at Risk contingency not to exceed the amount specified for each phase of design, including a comparison of the estimate to the Owner’s budget for construction;

b. identify conceptual decisions necessary to prepare accurate cost reports with the fewest assumptions, qualifications, and exclusions;

c. include an analysis and evaluation of jobsite management, site logistics, and schedule considerations;

d. include an analysis and evaluation of the constructability of the design concepts, narratives, or drawings;

e. include an analysis and evaluation of the design concepts, narratives, or drawings in regard to the completeness of intended bid categories, conflicts or overlaps in the divisions of the Work, design details affecting construction including, without limitation, unusual or custom materials, value analysis, identification of long-lead materials affecting the construction schedule, availability of labor, and other factors affecting construction, and, in the report provided during the Construction Documents Phase, suggestions for alternatives for matters which may delay the construction schedule;

f. Address problems, conflicts, defects, or deficiencies in the design concepts and offer recommendations and resolutions of same; and

g. identify any other issues which Construction Manager at Risk reasonably believes may have a negative impact on the Project schedule, budget, or performance.

h. The Construction Manager at Risk must include a statement that the cost estimates are within the Owner’s budget.

i. After working with the Design Professional to reconcile the Design Professional’s probable construction cost with the estimate submitted by the Construction Manager at Risk, the Construction Manager at Risk will provide a reconciled estimate report approved by the Design Professional describing the resolutions of the Design Professional and Construction Manager at Risk estimates.

The Construction Manager at Risk and the Design Professional must, in coordination with the Design Professional, schedule and attend regular meetings with the Owner and the Design Professional and evaluate the preliminary design drawings. The Construction Manager at Risk must verify the accuracy and completeness of the minutes of these meetings prepared by the Design Professional.

When the Owner has sufficiently identified the Project requirements and the Design Professional has prepared other basic design criteria constituting the Program, the Construction Manager at Risk must prepare the first construction report as outlined above and coordinate the efforts of the Owner and Design Professional to assure the Owner’s budget and schedule are met at the end of this phase. The Construction Manager at Risk contingency included in the estimate of overall construction costs provided at the end of this phase must not exceed ____%.

B. When Schematic Design Documents have been prepared by the Design Professional and approved by the Owner, the Construction Manager at Risk must prepare, for the review of the Design Professional and approval of the Owner, a more detailed construction report with supporting data. The Construction Manager at Risk must coordinate the efforts of the Owner and Design Professional to ensure the Owner’s budget and schedule are met at the end of this phase. The Construction Manager at Risk contingency included in the estimate of overall construction costs provided at the end of this phase must not exceed ___%. During the next phase (preparation of the Design Development Documents), the Construction Manager at Risk must update and refine the construction report at appropriate intervals agreed to by the Owner, Design Professional, and Construction Manager at Risk.

C. When Design Development Documents have been prepared by the Design Professional and approved by the Owner, the Construction Manager at Risk must prepare a detailed construction report with supporting data for review by the Design Professional and approval by the Owner. The Construction Manager at Risk must coordinate the efforts of the Owner and Design Professional to ensure the Owner’s budget and schedule are met at the end of this phase. The Construction Manager at Risk contingency included in the estimate of overall construction costs provided at the end of this phase must not exceed _____%. During the preparation of the Construction Documents, the Construction Manager at Risk must update and refine the construction

RFQ Title: Construction Manager at Risk for the East Lake Community Library Expansion Page 7 of 78 report at appropriate intervals agreed to by the Owner, Design Professional, and Construction Manager at Risk.

D. If any estimate of overall construction costs or schedule within any construction report submitted to the Owner exceeds a previously approved budget or schedule, the Construction Manager at Risk must make appropriate recommendations to the Owner and Design Professional.

6) SUBCONTRACTORS AND SUPPLIERS

A. The Construction Manager at Risk must seek to develop subcontractor interest in the Project and must furnish to the Owner and Design Professional for their information a list of possible subcontractors, including suppliers who are to furnish materials or equipment fabricated to a special design, from whom proposals will be requested for each principal portion of the Work. Construction Manager at Risk will communicate with the Design Professional in writing to ascertain whether the Design Professional or the Owner know of any objection to such subcontractor or supplier. The receipt of such list will not require the Owner or Design Professional to investigate the qualifications of proposed subcontractors or suppliers, nor will it waive the right of the Owner or Design Professional later to object to or reject any proposed subcontractor or supplier.

B. The Construction Manager at Risk and their subcontractor(s) must register with and use the E-verify system in accordance with Florida Statute 448.095. Construction Manager at Risk and subcontractor may not enter into a contract with the County unless each party registers with and uses the E-verify system.

If Construction Manager at Risk enters a contract with a subcontractor, the subcontractor must provide the Construction Manager at Risk with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with unauthorized aliens. The Construction Manager at Risk must maintain a copy of the affidavit for the duration of the contract.

If the County, Construction Manager at Risk, or Subcontractor has a good faith belief that a person or entity with which it is contracting has knowingly violated Florida Statute 448.09(1) they must immediately terminate the contract with the person or entity.

If the County has a good faith belief that a Subcontractor knowingly violated this provision, but the Construction Manager at Risk otherwise complied with this provision, the County will notify the Construction Manager at Risk and order that the Construction Manager at Risk immediately terminate the contract with the Subcontractor.

A contract terminated under the provisions of this section is not a breach of contract and may not be considered such. Any contract termination under the provisions of this section may be challenged to Section 448.095(2)(d), Florida Statute. Construction Manager at Risk acknowledges upon termination of this agreement by the County for violation of this section by Construction Manager at Risk, Construction Manager at Risk may not be awarded a public contract for at least one (1) year. Construction Manager at Risk acknowledges that Construction Manager at Risk is liable for any additional costs incurred by the County as a result of termination of any contract for a violation of this section.

Construction Manager at Risk or Subcontractor must insert in any subcontracts the clauses set forth in this section, requiring the subcontracts to include these clauses in any lower tier subcontracts. Construction Manager at Risk is responsible for compliance by any Subcontractor or Lower Tier Subcontractor with the clause set for in this section.

C. Construction Manager at Risk acknowledges and warrants that all digital content and services provided under this contract conforms and will continue to conform during the Term of this Agreement to the W3C Web Content Accessibility Guidelines, version 2.0 (“WCAG 2.0”) at conformance Level A and AA. If all digital content and services does not fully conform to WCAG 2.0 A and AA, Construction Manager at Risk must advise the County in writing of the nonconformance prior to execution of this Agreement and must provide the County a plan to achieve conformance to WCAG 2.0 A and AA, including but not limited to, an intended timeline for conformance. Failure to achieve conformance, as determined in the County’s sole discretion, on its intended timeline will be considered a material breach of this Agreement and grounds for termination by County.

If during the Term of this Agreement, Construction Manager at Risk fails to maintain compliance with WCAG

2.0 A and AA or the County otherwise identifies an issue related to accessibility of the product (the “Accessibility Issue”) that renders the product inaccessible, then the County will notify Construction Manager at Risk of non-compliance. Within 30 days of Construction Manager at Risk receipt of a non-compliance

RFQ Title: Construction Manager at Risk for the East Lake Community Library Expansion Page 8 of 78 notice (“Notice”), Construction Manager at Risk and the County will meet and mutually agree upon an appropriate timeline for the resolution of the Accessibility Issue(s) (“Initial Meeting”).

Should Construction Manager at Risk:

i. fail to acknowledge receipt of the notice within 30 days of receipt of the Notice;

ii. unreasonably and solely withhold agreement regarding a timeline for resolution for more than 30 days following the Initial Meeting; or

iii. fail to materially resolve the Accessibility Issue(s) within the agreed-upon timeline, it will be considered a failure to comply with the requirements of this section, will constitute a material breach of this Agreement, and will be grounds for termination of this Agreement by the County.

7) LONG-LEAD-TIME ITEMS

The Construction Manager at Risk must recommend to the Owner and Design Professional a schedule for procurement of long-lead-time items which will constitute part of the Work as required to meet the Project schedule. If such long-lead-time items are procured by the Owner, they will be procured on terms and conditions acceptable to both the Construction Manager at Risk and the Owner. If the Owner accepts the Construction Manager at Risk’s Guaranteed Maximum Price proposal, at such time all contracts for such items will be assigned by the Owner to the Construction Manager at Risk, who must accept responsibility for such items as if procured by the Construction Manager at Risk. The Construction Manager at Risk must expedite the delivery of long-lead-time items.

8) EXTENT OF RESPONSIBILITY

The Construction Manager at Risk is responsible for guiding the Owner and Design Professional through each phase of design with assessments and recommendations in the construction reports to assure the Owner’s budget and schedule are maintained at the end of each phase. The recommendations and advice of the Construction Manager at Risk concerning design alternatives will be subject to the review and approval of the Owner and the Design Professional. If the Construction Manager at Risk recognizes that portions of the Drawings and Specifications are at variance with the applicable laws, statutes, ordinances, building codes, rules, and regulations, the Construction Manager at Risk must promptly notify the Design Professional and Owner in writing.

9) EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION

The Construction Manager at Risk must comply with applicable laws, regulations and special requirements of the Contract Documents regarding equal employment opportunity and affirmative action programs.

10) PUBLIC ENTITIES CRIMES ACT

CONSTRUCTION MANAGER AT RISK is directed to the Florida Public Entity Crime Act, Fla. Stat. 287.133, and Fla. Stat. 287.135 regarding Scrutinized Companies, and CONSTRUCTION MANAGER AT RISK agrees that its bid and, if awarded, its performance of the agreement must comply with all applicable laws including those referenced herein. CONSTRUCTION MANAGER AT RISK represents and certifies that CONSTRUCTION MANAGER AT RISK is and will at all times remain eligible to bid for and perform the services subject to the requirements of these, and other applicable, laws. CONSTRUCTION MANAGER AT RISK agrees that any contract awarded to CONSTRUCTION MANAGER AT RISK will be subject to termination by the County if CONSTRUCTION MANAGER AT RISK fails to comply or to maintain such compliance.

GUARANTEED MAXIMUM PRICE PROPOSAL AND CONTRACT TIME

1) When the Drawings and Specifications are complete, provided that Owner is satisfied with the Construction

Manager at Risk’s performance of its obligations to that point, the Construction Manager at Risk will negotiate a Guaranteed Maximum Price, which will be the sum of the estimated Cost of the Work, all applicable permits, bonds, insurance, and the Construction Manager at Risk Fee. In the event that Owner is not satisfied for any reason with Construction Manager at Risk’s performance of its obligations to that point, the Owner may elect to terminate this Agreement as provided for herein.

2) The cost of the Work must be based upon competitive bids obtained from subcontractors selected by the Construction Manager at Risk for each portion of the Work outlined in the Construction Documents and subject to the review and approval of the Design Professional and Owner. The Construction Manager at Risk must attempt to provide at least three bids for every trade. When three bids cannot be provided, the Construction Manager at Risk must provide justification satisfactory to the Owner’s Representative. The complete bid process must be fully

RFQ Title: Construction Manager at Risk for the East Lake Community Library Expansion Page 9 of 78 transparent to the Design Professional and Owner, and each must be invited to observe the process. The Construction Manager at Risk must schedule pre-bid meetings with each subcontractor to review the scope of work in detail prior to submitting bids. Following the submittal of bids, the Construction Manager at Risk must review the bid together with each subcontractor to ascertain the entire scope of work is included in their bids. The Construction Manager at Risk must select each subcontractor determined by the Construction Manager at Risk to be qualified to provide the services at the best value.

3) The Cost of the Work must be the cost for a “turnkey” project delivery and must include the Construction Manager at Risk contingency, not to exceed _____%.

4) BASIS OF GUARANTEED MAXIMUM PRICE

The Construction Manager at Risk must include with the Guaranteed Maximum Price proposal a written statement of its basis, which must include:

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

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

C. A list of the exclusions and clarifications made by the Construction Manager at Risk in the preparation of the Guaranteed Maximum Price proposal.

D. The proposed Guaranteed Maximum Price, including a complete Schedule of Values outlining the selected competitive bid for each trade category, along with allowances, contingency, and other items and the Fee that comprise the Guaranteed Maximum Price.

E. A Construction Schedule outlining critical path activities and identifying the Dates of Substantial and Final Completion, by phase if applicable, upon which the proposed Guaranteed Maximum Price is based.

5) The Construction Manager at Risk must meet with the Owner and Design Professional to review the Guaranteed Maximum Price proposal and the written statement of its basis. In the event that the Owner or Design Professional discover any inconsistencies or inaccuracies in the information presented, they will promptly notify the Construction Manager at Risk, who must make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both.

6) Promptly upon receipt of the complete package constituting the Guaranteed Maximum Price from the Construction Manager at Risk, provided it is acceptable to the Owner in all respects, the Owner will process the package for approval by the Board of County Commissioners. The Construction Manager at Risk must assure that its selected bidders maintain and uphold their prices until the Board has an opportunity to approve the Guaranteed Maximum Price.

7) Prior to the Owner's acceptance of the Construction Manager at Risk Guaranteed Maximum Price proposal and issuance of a Notice to Proceed, the Construction Manager at Risk must not incur any cost to be reimbursed as part of the Cost of the Work other than costs included within the preconstruction phase of the Agreement.

8) Upon acceptance by the Owner of the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price and its basis will be set forth in the Guaranteed Maximum Price Amendment in a form substantially as attached as Exhibit I. The Guaranteed Maximum Price will be subject to additions and deductions only by a change in the Work as provided in the Contract Documents, and the Dates of Substantial and Final Completion(s) will be subject to adjustment only as provided in the Contract Documents.

9) The Owner will authorize and cause the Design Professional to submit to the Owner’s Representative and Construction Manager at Risk a Corrected/Conforming Construction Document Set incorporating all agreed-upon qualifications, exclusions, clarifications, value engineering, design review comments, permit review comments, pre-bid inquiries, revisions or suggestions elicited during the development of the Guaranteed Maximum Price Proposal and other agreed-upon modifications made after the Drawings and Specifications have been submitted to the Owner and the Construction Manager at Risk, which will become the basis for construction. The Corrected/Conforming Construction Document Set will be furnished to the Construction Manager at Risk no later than ten (10) days after GMP approval.

10) FLORIDA TRENCH SAFETY ACT - CERTIFICATION AND DISCLOSURE STATEMENT

The undersigned acknowledges the requirements of the Florida Trench Safety Act (Section 553.60 et. seq.

Florida Statutes).

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A. The Bidder further acknowledges that the Florida Trench Safety Act, (the Act) establishes the Federal excavation safety standards set forth at 29 C.F.R. Section 1926.650 Subpart P, as the interim state standard until such time as the state of Florida, through its Department of Labor and Employment Security, or any successor agency, adopts, updates, or revises said interim standard. This State of Florida standard may be supplemented by special shoring requirements established by the State of Florida or any of its political subdivisions.

B. The Bidder, as Contractor, must comply with all applicable excavation/trench safety standards.

C. The Construction Manager at Risk must consider the geotechnical data available from the County, if any, the Construction Manager at Risk's own sources, and all other relevant information in its design of the trench safety system to be employed on the subject Project. The Construction Manager at Risk acknowledges sole responsibilities for the selection of the data on which it relies in designing the safety system, as well as for the system itself.

D. The amounts that are set forth for pipe installation include the following excavation/trench safety measures and the linear feet of trench excavated under each safety measure. These units, costs, and unit values will be disclosed solely for the purpose of compliance with procedural requirements of the Act.

No adjustment to the Agreement Time or price will be made for any difference in the actual number of linear feet of trench excavation, except as may be otherwise provided in these Contract Documents.

Trench Safety Measure (Description)

Units of Measure

(LF, SF)

Unit (Quantity)

Unit Cost

Extended Cost

1. $ $

2. $ $

3. $ $

4. $ $

5. $ $

For Information Only, Not for Payment Purposes $

Bidder may use additional sheets as necessary to extend this form. Failure to complete the above may result in the bid being declared non-responsive.

E. The amount disclosed as the cost of compliance with the applicable trench safety requirements does not constitute the extent of the Contractor’s obligation to comply with said standards. The Contractor must extend additional sums at no additional cost to the County, if necessary, to comply with the Act (except as otherwise be provided).

F. Acceptance of the bid to which this certification and disclosure applies in no way represents that the County or its representatives has evaluated and thereby determined that the above costs are adequate to comply with the applicable trench safety requirements nor does it in any way relieve the Contractor of its sole responsibility to comply with the applicable trench safety requirements.

CONSTRUCTION PHASE

1) GENERAL

A. The Construction Phase will commence upon the Owner's acceptance of the Construction Manager at Risk Guaranteed Maximum Price proposal, execution of the Amendment, and issuance of a Notice to Proceed.

2) ADMINISTRATION

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A. Those portions of the Work that the Construction Manager at Risk does not customarily perform with the Construction Manager at Risk own personnel must be performed under subcontracts or by other appropriate agreements with the Construction Manager at Risk. The Construction Manager at Risk must obtain bids from Subcontractors and from suppliers of materials or equipment fabricated to a special design for the Work from the list previously reviewed and, after analyzing such bids, must deliver such bids to the Owner and Design Professional. The Construction Manager at Risk must make a recommendation of contracts to be awarded to specific bidders subject to the approval of the Owner and Design Professional. Once this list of awarded contracts is finalized and submitted in the Guaranteed Maximum Price Proposal, it may not be altered without the express written mutual consent of the Owner and Design Professional.

B. The Guaranteed Maximum Price must be established following completion of the bid process, which must be fully transparent to the Owner and Design Professional, and selection and approval of the successful bidders with the concurrence of the Owner and Design Professional. The Guaranteed Maximum Price must be submitted to the Pinellas County Board of County Commissioners for approval and must include a full and binding commitment by the Construction Manager at Risk to a “not to exceed” cost and schedule.

C. Subcontracts and agreements with suppliers furnishing materials or equipment fabricated to a special design must conform to the payment provisions of Sections 7.1.8 and 7.1.9 and must not be awarded on the basis of cost plus a fee.

D. The Construction Manager at Risk must schedule and conduct bi-weekly meetings at which the Owner, Design Professional, Construction Manager at Risk and appropriate Subcontractors can discuss the status of the Work. The Construction Manager at Risk must prepare and promptly distribute meeting minutes.

E. The Construction Manager at Risk must prepare a schedule in accordance with Section 3.10 of the General Conditions of the Contract for Construction (Exhibit A), and must include this schedule in the Guaranteed Maximum Price submittal to the Board of County Commissioners. This schedule must include the Owner's occupancy requirements.

F. The Construction Manager at Risk must provide monthly written reports to the Owner and Design Professional on the progress of the entire Work. The Construction Manager at Risk must maintain a daily log containing a record of weather, Subcontractors working on the site, number of workers, Work accomplished, problems encountered and other similar relevant data as the Owner may reasonably require. The log must be available to the Owner and Design Professional.

G. The Construction Manager at Risk must maintain cost control and invoicing for the Work in strict accordance with the Schedule of Values submitted in the Guaranteed Maximum Price proposal and approved by the Board of County Commissioners.

PROFESSIONAL SERVICES

Section 3.12.10 of the General Conditions of the Contract for Construction (Exhibit A) will apply to both the Preconstruction and Construction Phases.

HAZARDOUS MATERIALS

Section 10.3 of General Conditions of the Contract for Construction (Exhibit A) will apply to both the Preconstruction and Construction Phases.

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OTHER RESPONSIBILITIES

INFORMATION AND SERVICES

1) The Owner will provide, through the documents prepared by the Design Professional, full information regarding the requirements of the Project, including a program which sets forth the Owner's objectives, constraints and criteria, including space requirements and relationships, flexibility and expandability requirements, special equipment and systems, and site requirements.

2) Prior to commencement of the Construction Phase, the Owner will provide a Purchase Order to the Construction Manager at Risk for the amount of work in the Schedule of Values identified by the Construction Manager at Risk to be completed in each fiscal year of the project construction schedule subject to the provisions of Article 14 of the General Conditions of the Contract for Construction.

3) The Construction Manager at Risk must establish and update an overall budget for the Project, based on the program established with the Owner and Design Professional. The overall budget must include Owner contingencies for changes in the Work and other costs as approved by the Owner.

4) STRUCTURAL AND ENVIRONMENTAL INVESTIGATIONS

Construction Manager at Risk has the sole responsibility of satisfying itself concerning the nature and location of the Work and the general and local conditions, and particularly, but without limitation, with respect to the following:

those affecting transportation, access, legal disposal, handling and storage of materials; availability and quality of labor; water and electric power; availability and condition of roads; work area; living facilities; climatic conditions and seasons; physical conditions at the work-site and the project area as a whole; topography and ground surface conditions; nature and quantity of the surface materials to be encountered; subsurface conditions; equipment and facilities needed preliminary to and during performance of the Work; and all other costs associated with such performance. The failure of Construction Manager at Risk to acquaint itself with any applicable conditions will not relieve Construction Manager at Risk from any of its responsibilities to perform under the Contract Documents, nor will it be considered the basis for any claim for additional time or compensation after acceptance of the Guaranteed Maximum Price Amendment by the Board of County Commissioners.

A. Site Conditions. Construction Manager at Risk acknowledges that it has not relied on any surveys, tests, reports, plans or other such site data supplied to Construction Manager at Risk by Owner but accepts delivery, if any, for information purposes only.

B. During the Preconstruction Phase, Construction Manager at Risk must determine the need for, procure and evaluate the results of all geo-technical engineering and related consulting services necessary to determine the location and extent of Utilities and sub-soil, air and water conditions at the site of the Work required to insure that sufficient information is available for completion of the Work, including but not limited to all topographical surveys, soil tests, drainage plans, applicable test borings, test pits, soil bearing values, percolation tests, air and water pollution tests (“Site Test Data”). Construction Manager at Risk must provide to Owner copies of the Site Test Data as soon as practicable after it is received by the Construction Manager at Risk.

C. After Construction Manager at Risk begins the Construction Phase on the Project, having incorporated the knowledge from the Site Test Data, any additional work, regardless of its nature and scope, that is thereafter found to be required in order to complete the work based on the results of the Site Test Data, must be performed at Construction Manager at Risk’s sole cost and expense to the extent that such costs exceed any line item within the Schedule of Values, as provided in the Guaranteed Maximum Price Amendment. During the Construction Phase, if conditions are encountered at the Project site which are (i) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (ii) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, and which reasonably should not have been discovered by Construction Manager at Risk as part of its scope of site investigative services required pursuant to the terms of the Contract Documents, then Construction Manager at Risk must provide Owner with prompt written notice thereof before conditions are disturbed and in no event later than seven (7) calendar days after first observance of such conditions. Owner will promptly investigate such conditions and, if they differ materially and cause an increase or decrease in Construction Manager at Risk cost of, or time required for, performance of any part of the Work, Owner will acknowledge and agree to an equitable adjustment to the Contract Amount or Contract Time, or both, for such Work. If Owner

RFQ Title: Construction Manager at Risk for the East Lake Community Library Expansion Page 13 of 78 determines that the conditions at the site are not materially different from those indicated in the Contract Document or not of an unusual nature or should have been discovered by Construction Manager at Risk as part of its investigative services, and that no change in the terms of the Contract is justified, Owner will so notify Construction Manager at Risk in writing, stating its reasons. Claims by Construction Manager at Risk in opposition to such determination by Owner must be made within 7 calendar days after Construction Manager at Risk receipt of Owner’s written determination notice. The provisions of Article 15 of the General Conditions of the Contract for Construction will apply if Owner and Construction Manager at Risk cannot agree on an adjustment to the Contract Amount or Contract Time.

OWNER'S REPRESENTATIVE

The Owner will designate in writing an “Owner’s Representative”. The Owner’s Representative will have the authority to make decisions on behalf of the Owner concerning estimates and schedules, construction budgets, allowances and contingency authorizations, and changes in the Work, and will render such decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager at Risk. Any change in the Work that increases the Guaranteed Maximum Price, or extends the Dates of Substantial Completion or Final Completion, must be approved by the County Administrator or Board of County Commissioners as applicable pursuant to County Code.

DESIGN PROFESSIONAL

The Owner will retain a Design Professional to provide Basic Services, including architecture, civil, structural, mechanical and electrical engineering services, other than cost estimating services. The Owner will authorize and cause the Design Professional to provide the services described in Section 2.1.5 of this agreement as required by the Owner and Construction Manager at Risk to complete the Preconstruction and Construction Phases of the Work.

Such services will be provided in accordance with time schedules agreed to by the Owner, Design Professional, and Construction Manager at Risk.

LEGAL REQUIREMENTS

The Construction Manager at Risk will have the responsibility to identify and acquire all permits required for the Project by authorities having jurisdiction. The Construction Manager at Risk will further have the responsibility to assure the Project is constructed in strict accordance with all authorities having jurisdiction on the Project.

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COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION

PHASE SERVICES

The Owner will compensate and make payments to the Construction Manager at Risk for Preconstruction Phase services as follows:

COMPENSATION

1) For the services described in Sections 2.1, 2.2, and 3.1.4, the Construction Manager at Risk compensation will be calculated as follows:

A. A stipulated sum of $_______________. In accordance with attached Exhibit L, Construction Manager at Risk Pre-Construction Phase Fee Proposal.

PAYMENTS

1) Prior to the beginning of the preconstruction phase, the Construction Manager at Risk must submit to the Owner’s

Representative for review and approval a Schedule of Values for work to be completed in accordance with Article 2, Sections 2.1 and 2.2. Payments will be made monthly based on the Construction Manager at Risk invoice outlining portions of the services completed to date and their relationship to the Schedule of Values.

2) Payments are due and payable in accordance with the Local Government Prompt Payment Act, Section 218.70, et.seq. of the Florida State Statutes.

COUNTY FUNDING

If at any time after the effective date of this Agreement there are insufficient funds budgeted in a new County fiscal period, then this Agreement will automatically terminate effective as of the last day on which budgeted funds are available, without penalty or expense to the County.

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COMPENSATION FOR CONSTRUCTION PHASE SERVICES

The Owner will compensate the Construction Manager at Risk for Construction Phase services as follows:

COMPENSATION

1) For the Construction Manager at Risk performance of the Work as described in Section 2.3, the Owner will pay the Construction Manager at Risk in current funds the Contract Sum consisting of the Cost of the Work as defined in Article 6 and the Construction Manager at Risk Fee determined as follows:

A percentage of the actual Cost of the Work ( %) at the time the GMP is incorporated into the agreement.

The Construction Manager at Risk Fee will be adjusted at the same percentage rate for changes in the Work.

GUARANTEED MAXIMUM PRICE

1) The sum of the Cost of the Work and the Construction Manager at Risk Fee are guaranteed by the Construction

Manager at Risk not to exceed the amount provided in Guaranteed Maximum Price Amendment, subject to additions and deductions by changes in the Work as provided in the Contract Documents.

CHANGES IN THE WORK

1) Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Section 7.2 of the General Conditions of the Contract for Construction (Exhibit A).

2) In calculating adjustments to subcontracts, a 10% markup for overhead and profit will be applied to the total sum of time and materials required for the adjustment, and the Construction Manager at Risk Fee percentage will then be applied to this subtotal along with bonds and insurance.

3) In calculating adjustments to the Contract, the terms "cost" and "costs" as used in the above-referenced provisions of the General Conditions of the Contract for Construction (Exhibit A) will mean the Cost of the Work as defined in Article 6 of this Agreement, and the term "and a reasonable allowance for overhead and profit" will mean the Construction Manager at Risk Fee as defined in Section 5.1.1 of this Agreement.

4) Whenever a change in the Work results in an increase to the Guaranteed Maximum Price, or extension of time for Substantial Completion or Final Completion, a Change Order must be prepared in accordance with the format outlined in Exhibit G Change Order and submitted to the County Administrator or Board of County Commissioners as applicable pursuant to County Code for approval.

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COST OF THE WORK FOR CONSTRUCTION PHASE (THE

GUARANTEED MAXIMUM PRICE)

COSTS TO BE REIMBURSED

1) The term "Cost of the Work" will mean all costs necessarily and reasonably incurred by the Construction Manager at Risk in the proper performance of the Work to deliver a “turnkey” project to the Owner. The Cost of the Work as set forth in this Article 6 will be included on the Schedule of Values as part of the package comprising the Guaranteed Maximum Price submitted to the Board of County Commissioners for approval.

2) EMERGENCIES AND REPAIRS TO DAMAGED OR NONCONFORMING WORK

The following costs will be included in the Cost of the Work and borne by the Construction Manager at Risk at no additional cost to the Owner:

A. In taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Section 10.4 of the General Conditions of the Contract for Construction (Exhibit A).

B. In repairing or correcting damaged or nonconforming Work executed by the Construction Manager at Risk or the Construction Manager at Risk Subcontractors or suppliers.

COSTS NOT TO BE REIMBURSED

1) The Cost of the Work will not include:

A. Salaries and other compensation of the Construction Manager at Risk personnel stationed at the Construction Manager at Risk principal office or offices other than the site office, except as specifically provided in Section 6.1.

B. Expenses of the Construction Manager at Risk principal office and offices other than the site office, except as specifically provided in Section 6.1.

C. Overhead and general expenses, except as may be expressly included in Section 6.1.

D. The Construction Manager at Risk capital expenses, including interest on the Construction Manager at Risk capital employed for the Work.

E. Rental costs of machinery and equipment, except as specifically provided in Section 6.1.

F. Except as provided in Section 6.1, costs due to the negligence of the Construction Manager at Risk or to the failure of the Construction Manager at Risk to fulfill a specific responsibility to the Owner set forth in this Agreement.

G. Costs incurred in the performance of Preconstruction Phase Services or in a failure to perform Preconstruction Phase Services.

H. Any cost not specifically and expressly described in Section 6.1.

I. Costs which would cause the Guaranteed Maximum Price to be exceeded.

DISCOUNTS, REBATES AND REFUNDS

N/A

ACCOUNTING RECORDS

1) The Owner will have the right to audit, inspect, and copy the Construction Manager at Risk and any subcontractor’s records, as such records relate to the purchase of materials for and construction of the Project.

Unless a longer time is required by applicable law, the Construction Manager at Risk and its subcontractors must keep all records and supporting documentation which concern or relate to the Work hereunder for a minimum of 5 years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The Owner will have access to such books, records, and documents as required in this section for the purpose of inspection and audit during normal business hours, at the Owner’s cost, upon five (5) days written notice.

Such audit rights are provided for within the text of the Pinellas County Code § 2-176(j), as that Code may be amended from time to time.

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CONTRACT TIME AND LIQUIDATED DAMAGES

1) Time is of the essence in the performance of the Work under this Agreement. The “Pre-construction Phase

Commencement Date” will be…