COMPANY NAME__________________________ Web viewConstruction Manager for HVAC Campus Wide Renovation...

COMPANY NAME:

REQUEST FOR QUALIFICATION In accordance with the CONSULTANT’S COMPETITIVE NEGOTIATION ACT

SCHOOL BOARD OF LAKE COUNTYPURCHASING DEPARTMENT

29529 COUNTY ROAD 561TAVARES, FLORIDA 32778-2496

The School Board of Lake County, Tavares, Florida solicits your company to submit a proposal on our RFQ #3658BM - Construction Manager for HVAC Campus Wide Renovation and Remodeling Project at Umatilla Middle School. This submission is in accordance with the Florida Statute 287.055 relating to the Consultant’s Competitive Negotiation Act. This is a qualification based selection process. Pricing is not requested, nor considered, and shall not be submitted at this time.

All terms and conditions below are a part of this Request for Qualification (RFQ) and no proposals will be accepted unless all conditions have been complied with. Rights are reserved by the School Board of Lake County to accept or reject any and all proposals and to waive all technicalities and award in the best interest of the Board. The Board does not sign contract forms provided by vendors. The bid, request for qualification, or invitation to negotiate with the vendor’s signature will constitute an offer to sell to the Board under the stated terms and conditions. A sample “DRAFT” contract is attached (Attachment I) for your review of general terms and conditions. A final contract will be developed after negotiations.

All prospective proposers are hereby cautioned not to contact any Board member or employee of the School Board of Lake County nor attempt to persuade or promote through other channels. All requests for additional information must be submitted in accordance with instructions contained in this RFQ. Failure to comply with these procedures shall be cause for disqualification of firm’s Submittal.

1. INSTRUCTIONS TO VENDOR:

1.1 All proposals shall be filed in the Purchasing Department of the Lake County School Board, 29529 County Road 561, Tavares, Florida 32778, prior to 2:00 PM, local time, Thursday, December 20, 2012, and clearly marked "RFQ # 3658BM to be opened December 20, 2012.” Proposals will be recorded as received at this time. Proposals received after this time will not be considered. All proposals shall be submitted in a sealed package or envelope with all required documents. All forms included in this RFQ must be completed and submitted with the proposal. Faxed or e-mailed proposals will not be accepted. From the notice of publication until 72 hours after the posting of the recommendation of award only the Purchasing Department should be contacted concerning any questions concerning this RFQ. No other employee, officer, staff or agent of the School Board should be contacted during this period. All questions/concerns shall be directed, in writing, to:

Beth Minnix, Purchasing AgentE-mail: [email protected] Fax: 352 742-8516Address: 29529 CR 561

Tavares, FL 32778

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mailto:[email protected]

1.2 Recommended awards will be posted for review by interested parties on or about January 16, 2013, and will remain posted for a period of 72 hours in the Purchasing Department located at 29529 County Road 561, Tavares, Florida and on our website http://lake.k12.fl.us. To access information on our website go to “Bid Opportunities” and click on the appropriate bid title, then click on “Award Recommendation/Tabulation Posting”. Since this information is available as outlined above, the Purchasing department will not mail or fax recommendation of award notices to all bidders. Failure to file a protest within the time prescribed in Section 120.57 (3), Florida Statutes, shall constitute a waiver of proceedings under Chapter 120, Florida Statutes. Any person who is affected adversely by the decision or intended decision shall file with the Board a written notice of protest within 72 hours after the posting or notification. A formal written protest shall be filed within 10 calendar days after filing the notice of protest. With respect to a protest of the specifications contained in an invitation to bid or in a request for proposals, the notice of protest shall be filed in writing within 72 hours after the receipt of the project plans and specifications or intended project plans and specifications in an invitation to bid or request for proposals (but no later than the time when the bids or responses must be received in order to be considered), and the formal written protest shall be filed within 10 calendar days after the date the notice of protest is filed. The 72 hours period referred to herein shall not include Saturdays, Sundays, or holidays. The word "holiday" shall mean any weekday on which the School Board's Administrative offices are closed. Failure to file a timely formal written protest shall constitute a waiver of proceedings under Chapter 120, Florida Statutes. The formal written protest shall state with particularity the facts and law upon which protest is based. Any person who files an action protesting a decision or intended decision pertaining to a bid pursuant to FS 120.57(3)(b), shall post at the time of filing the formal written protest, a bond payable to the School Board of Lake County in an amount equal to one percent (1%) of the total estimated contract value, but not less than $500 nor more than $5,000, which bond shall be conditioned upon the payment of all costs which may be adjudged against the protester in the administrative hearing in which the action is brought and in any subsequent appellate court proceeding. In lieu of a bond, a cashier’s check, certified bank check, bank certified company check, or money order will be an acceptable form of security. If, after completion of the administrative hearing process and any appellate court proceedings, the School Board prevails, it shall recover all costs and charges which shall be included in the final order or judgment, including charges made by the Division of Administrative Hearings, but excluding attorney’s fees. Upon payment of such costs and charges by the protester, the protest security shall be returned. If the protester prevails, he or she shall recover from the School Board all costs and charges which shall be included in the final order of judgment, excluding attorney’s fees. Upon receipt of the formal written protest and protest bond which has been timely filed, the School Board shall stop the bid solicitation process or the contract award process until the subject of the protest is resolved by final School Board action, unless the Superintendent sets forth in writing particular facts and circumstances which require the continuance of the bid solicitation process or the contract award process without delay in order to avoid an immediate and serious danger to the public health, safety, or welfare.

1.3 An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not award or perform work as a contractor, professional, subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity.

1.4 Public Entity Crimes Disclosure: A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on

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http://lake.k12.fl.us/

a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, professional, subcontractor, or consultant under a contract with any public entity and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list.

1.5 Bidder warrants that he/she has not employed or retained any company or person other than a bona fide employee working solely for bidder, to solicit or secure this RFQ and that he/she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for proposer, any fee, commission, percentage, gift or any other consideration contingent upon, or resulting, from the award of making of this RFQ.

1.6 Where proposers are required to enter or go onto School Board property to deliver materials or perform work or services as a result of a RFQ award, the bidder agrees to the Hold Harmless Agreement stated herein and will assume the full duty obligation and expense of obtaining all necessary licenses, permits and insurance. The proposer shall be liable for any damages or loss to the Board occasioned by negligence of the proposer (or agent) or any person the proposer has designated in the completion of the contract as a result of their proposal.

1.7 For proposals to be considered proposers shall have any and all licenses and permits required by Federal, State and Local Governments and those requested within this RFQ.

1.8 The successful proposer will be required to submit invoices and reference purchase order numbers on all requests for payment. All statements must reference valid purchase order numbers. A separate invoice must be received for each purchase order number.

1.9 Proposers unable to submit a proposal for this RFQ are requested to supply their business name and address and complete the No Bid Response Form (Attachment H) and return to the Lake County School Board Purchasing Department, 29529 County Road 561, Tavares, FL 32778.

2. SPECIAL TERMS AND CONDITIONS:

2.1 INTRODUCTION AND BACKGROUND: It is the intent of the School Board to select a qualified firm in accordance with the Consultant’s Competitive Negotiations Act, F.S. 287.055 to provide construction management services for a HVAC campus wide renovation and remodeling project at Umatilla Middle School.

2.2 KEY EVENTS AND DATES:

November 27, 2012 @ 10:30 AM............Mandatory Pre-Proposal MeetingLCSB Procurement Services Department29529 County Road 561Tavares, FL 32778

December 6, 2012 @ 4:00 PM................Deadline for QuestionsDecember 13, 2012.................................Last Date for AddendumsDecember 20, 2012 @ 2:00 PM..............Proposals Due

Procurement Services Department29529 County Road 561

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Tavares, FL 32778January 8, 2013.......................................Initial Screening for Short-ListingJanuary 15, 2013.....................................Interviews of Short-Listed FirmsJanuary 16, 2013.....................................Posting of Committee Short-List RecommendationJanuary 28, 2013.....................................Short-List Recommendation to Board for ApprovalTBA.........................................................Contract Award

2.3 AWARD METHOD: It is the intent of the School Board to award a contract to the responsive and responsible qualified proposer(s) who achieves the highest point score through the proposal evaluation process as outlined later in this document under the Method of Evaluation section. Pursuant to FS 287.055 and Lake County School Board Policy, if an agreement cannot be reached with the highest ranked proposer, School Board reserves the right to negotiate and recommend award to the next highest proposer or subsequent proposers until an agreement is reached.

2.4 CONTRACT PERIOD: To be determined at time of GMP submission and School Board approval of same.

2.5 ACCEPTANCE OF VENDOR RESPONSES: The School Board reserves the right to accept or reject proposals, in whole or in part, based upon the information requested. Proposers may be excluded from further consideration for failure to fully comply with the requirements of this RFQ solely at the School Board’s discretion.

2.6 METHOD OF EVALUATION: An Evaluation Committee will evaluate the proposals received on time, and determine a short-list of a minimum of three (3) firms deemed to be the most highly qualified to perform the requires service for this project. Each Committee member will independently score each proposal using the point system as outlined in Section 2.23 of this RFQ. Each Committee member’s proposal scores will be ranked with the firm receiving the highest score also receiving the highest number of composite points (i.e. if 10 firms submitted proposals, the highest scored firm would receive 10 composite points, the second highest would receive 9 composite points, etc.). The composite points from each Committee member’s scores will be added together. The proposals with the highest overall composite points (top three (3) minimum) will be placed on a short-list.

If the Evaluation Committee deems necessary, the short-listed respondents may be invited to make an oral presentation to further explain their proposal. All expenses, including travel expenses for presentation, incurred in the preparation of the proposal shall be borne by the offeror. After presentation and interviews for each project have been completed, the Committee members will assign each presentation points as outlined in Section 2.24 of this RFQ. These points will be added together to determine the Committee’s final, ranked, short-list. Example, if there are four short-listed firms the highest point total would receive four points. Firms will be notified in writing as to whether they have been selected for interview on or about January 9, 2013.

2.7 NON-EXCLUSIVE AGREEMENT: This RFQ does NOT establish an exclusive arrangement between the School Board and vendor. The School Board reserves, but is not limited to, the following rights: The right to use others to perform work and services described in this RFQ; The right to request proposals from other Vendors for work described in the RFQ;

and The unrestricted right to bid any work or services described herein.

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2.8 QUALIFICATIONS OF VENDORS: The School Board expressly reserves the right to accept or reject any and all proposals if it is in the best interest of the School Board to do so.

2.9 AMENDMENT & CANCELLATION: The School Board reserves the right to cancel, recall, and/or reissue all, or any part, of this RFQ, at anytime.

2.10 WITHDRAWAL: By written request to the Purchasing Department, vendor may withdraw from the RFQ process at any time before the closing date for the receipt of proposals.

2.11 CONFIDENTIALITY OF INFORMATION: The School Board reserves the right to retain all copies of proposals submitted in response to this RFQ. You are hereby notified that under FS 119.07, (“Florida’s Sunshine Law”) proposals submitted in response to this solicitation cannot be granted immunity from public scrutiny. All information submitted must be made available to the public for examination, if so requested. Vendor requests to hold certain submitted materials in confidence cannot be honored. If it is essential to your organization that certain materials are kept confidential, and they are a required element of this RFQ, it is recommended that you decline to respond to this solicitation.

2.12 PROPOSAL PREPARATION COSTS: The costs of developing proposals are entirely the responsibility of the vendor, and shall not be charged in any manner to the School Board. This includes, but is not limited to, the direct cost of vendor personnel assigned to prepare vendor’s response to the RFQ and any out-of-pocket expense (including, but not limited to, travel, accommodation, supplies) incurred by vendor in preparing the response to the RFQ.

2.13 SUPPLEMENTAL MATERIALS: Proposals shall meet the requirements and conform to the format prescribed in this RFQ. As additions to this required format, vendor is permitted to submit supplemental materials to the base proposal when vendor determines a need to more fully explain aspects of vendor’s solution, applications, or services. Any such additions must be explicitly identified.

2.14 SOLICITATION OF SCHOOL BOARD EMPLOYEES: The School Board expressly prohibits vendors from making any offer of employment, equivalent offer, or any other offering of value to any School Board Member or employee of the School Board.

2.15 PRESS RELEASES & PUBLICITY: No announcements or news releases pertaining to vendor’s participation in this RFQ, the selection of proposal or award of contract shall be made by vendor, its representatives, or agents until a final award has been made by the School Board.

2.16 PRIME CONTRACTOR RESPONSIBILITIES: The School Board will consider the selected vendor to be the sole point of contract with regard to all contractual matters, including payment of any and all charges.

2.17 ASSIGNMENT OF CONTRACT: The final contract to be awarded and any amounts to be paid thereunder shall not be transferred, pledged, or assigned without the prior written approval of the School Board.

2.18 SUB-CONTRACTORS: Vendor must describe in the proposal, all responsibilities that vendor anticipates assigning or subcontracting, identify the subcontractor and also describe how vendor will manage these subcontractors.

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2.19 LICENSES & PERMITS: Vendor shall obtain and pay for all necessary licenses, permits, and related documents, required to comply with the proposal. Vendor shall save and hold harmless the School Board as a result of any infraction of the aforementioned. Proposers must be licensed General Contractors within the State of Florida at the time of proposal submission.

2.20 SCOPE OF SERVICES: Construction management services for a HVAC campus wide renovation and remodeling project at Umatilla Middle School. The estimated construction budget for the project is $1,750,000.00. “Sample Agreement Between Owner and Construction Manager” (Attachment I) includes in detail the tasks and responsibilities of the awarded Construction Manager set forth as the terms and conditions of this contract. A final agreement will be developed with the successful vendor during negotiations.

2.21 PROPOSAL CONTENT AND SUBMITTAL: Proposals submitted shall include one (1) CD (formatted in either Microsoft Word© or Adobe PDF©) and one (1) printed hard copy. The printed copy shall be on 8.5” x 11” paper and be unbound to allow for the ease of reproduction by the School Board in the event it is needed. The contents of the CD will be uploaded to a site that the Evaluation Committee shall utilize to review the proposal(s). Both the printed copy and the CD shall include all information and submittals requested in this RFQ and must contain identical information. Incomplete proposals may be declared non-responsive and thereby eliminated from the evaluation process.

Respondents are expected to organize their proposals as outlined herein for the purpose of facilitating the evaluation process. Proposals should be keyed or indexed to correspond with this RFQ. Responses should be correlated to the specific Submittal, Criterion, Section, or Page Number of the RFQ being addressed. Evaluation Committee members will make a reasonable effort to locate information in the proposals; however, failure to follow this suggested format may make location of critical submittal information difficult, possibly resulting in a loss of appropriate point credit or complete rejection of your proposal.

2.22 All prospective professionals are hereby cautioned not to contact any School Board member, or any member of the Evaluation Committee, nor to attempt to persuade or promote through other channels. All contacts must be channeled through the Purchasing Department. Failure to comply with these procedures shall be cause for disqualification of firm’s submittal.

2.23 INITIAL SCREENING FOR SHORT-LISTING (100 POINTS MAXIMUM TOTAL): From the applicants' response to the RFQ, the Evaluation Committee will objectively evaluate the firm’s abilities in accordance with those criteria listed below:

A. Related Building Experience / References (24 points maximum) Using the information provided on the General Information Summary form (Attachment A), major consideration will be given to the successful completion of previous projects comparable in design, scope, and complexity. Special consideration will be given to experience in educational related projects (Grades K-12, Community College, and University), utilizing Construction Management. List those projects which best illustrate the experience of the firm and current staff which is being assigned to this project. (List no more than 5 projects, nor projects which were completed more than 10 years ago.) Proposers may also include additional information as needed to better illustrate experience and/or references.

B. Financial Capability (15 points maximum)

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Two (2) copies of the firm’s financial statement should be submitted in a separate sealed packet. This statement will be an audited report with comments, not older than one (1) year, and should indicate the resources and the necessary working capital to assure financial stability through to the completion of the project. If the most current report has not yet been audited, the previous audited report with comment shall accompany the most recent financial statement.

In the event that the firm does not have an audited financial statement, the financial capability may be documented with a letter from the firm’s bonding company, on the bonding company’s letterhead, indicating the firm’s bonding capacity, including the per project and aggregate totals. (The selected firm will be required to bond on total project cost or GMP for those schools for which it contracts). The financial capability also should include the bonding capacity of the firm. (The firm will be required to bond on total project cost or GMP for those schools for which it contracts). Include a letter from the submitter’s bonding company, on their letterhead, indicating their willingness to bond the project.

C. Scheduling and Cost Control (15 points maximum)The firm’s scheduling system and cost control system should be described. Methods for assuring subcontractors adherence to schedule should be highlighted. A comparison of the firm’s project profile should indicate their ability to hold to original schedules and budgets.

D. Staff, On-Site and OfficeShow the organizational chart as it relates to the project indicating key personnel, their relationship to the project, and the appropriate percentage of their time to be devoted to the project. Describe how the organizational structure will ensure orderly communica-tions, distribution of information, effective coordination of activities, and accountability. It should be understood that it is the intent of Lake County Schools to insist that those indicated as the project team in this RFQ response actually execute the project.

1. On-Site Staff (25 points maximum)Show the ability and experience of the field staff will be evaluated with specific attention to project related experience. Give brief resume of the on-site staff to be assigned to the project including, but not limited to:

a) Name and title.b) Job assignment for other projects.c) Percentage of time to be assigned full time to this project.d) How many years with this firm.e) How many years with other firms.f) Experience –

1) Types of projects.2) Size of projects (dollar value and square footage of project).3) What was the specific project involvement?

g) Education.h) Active registration (PE, GC, etc.).i) Other experience and qualifications that is relevant to this project.j) Note which projects were fast tracked.

2. Office Staff (10 points maximum)This parameter expresses the general and specific project related capability of the in-house staff and indicates the adequate depth and abilities of the organization

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which it can draw upon as needed. This will include management, technical, and support staff. Give brief resume of key persons to be assigned to the project including, but not limited to:

a) Name and title.b) Job assignment for other projects.c) Percentage of time to be assigned full time to this project.d) How many years with this firm.e) How many years with other firms.f) Experience –

1) Types of projects.2) Size of projects (dollar value and square footage of project).3) Specific project involvements.

g) Education.h) Active registration.i) Other experience and qualifications that is relevant to this project.

E. Information System (5 points maximum)Describe the functions and capability of your computer-based project management and information system.

F. Distance to Site (5 points maximum)Using information provided on the Location Table form (Attachment B) points will be assigned based on the number of miles of the proposed operating office is to 201 West Burleigh Boulevard, Tavares, Florida 32778. The proposed office location indicated shall be that which will have direct responsibility for this project.

G. Minority Firm (1 point maximum)Proposers must include a State of Florida issued certificate documenting their minority firm status to receive the allocated points for this criterion.

H. The following items, while not assigned points in the Initial Screening process, must be included in order for the proposal to be considered. Failure to provide may result in rejection of proposal.

1) Insurance – A statement of current coverage for the following is required.a) Contractor's Comprehensive $2,000,000 General Liability Coverage,

including Operations and Completed Operations, Bodily Injury and Property Damage. Each Occurrence, Combined Single Limit.

b) Automobile Liability Coverage, $500,000 Bodily Injury and Property Damage. Each Occurrence, Combined Single Limit.

c) Excess Liability, Umbrella Form $3,000,000. Each Occurrence, Combined Single Limit.

2) Copies of Current License(s)3) Public Entity Crimes Affidavit. (Attachment C)4) Non-Collusion Affidavit. (Attachment D)5) Federal Debarment Form. (Attachment E)6) Contract Acceptance Form. (Attachment F)7) Conflict of Interest Form. (Attachment G)

2.24 INTERVIEWS OF SHORT-LISTED FIRMS (100 POINTS MAXIMUM TOTAL): If deemed necessary by the Evaluation Committee, after the firms have been evaluated based on their written applications, a minimum of three (3) firms (listed in alphabetical order) with the highest

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scores will be more closely considered through a presentation of their approach to perform this particular project. Time will be allowed for questions and answers after the presentation. The selected firms will be expected to address the following:

A. Knowledge of the Site and Local Conditions (25 points maximum)The firms should demonstrate their knowledge of the site, local codes and ordinances, local subcontractors and suppliers as an indication of their ability to deliver quality workmanship in an effective and timely manner.

B. Construction / Materials Costs (20 points maximum)The firms should discuss the actual and anticipated increases in construction costs and materials and the firm’s capability to mitigate these trends and discuss labor and material availability trends as they relate to present market conditions.

C. Insurance Program (5 points maximum)The firms should discuss their claims and litigation history over the past five (5) years.

D. Overall Approach and Methodology (25 points maximum)The firms should demonstrate verbally and/or graphically their plan for performing this project, documenting the services to be provided and showing the interrelationship of all parties.

E. Cost Control / Value Engineering (10 points maximum) As part of their services, the firms should indicate knowledge and experience in the evaluation of building systems, construction techniques, and the recommendations of materials to create an optimum value in meeting the design requirements. Firms should not submit cost estimates for the projects as design information is too preliminary at this time.

F. Scheduling this Project (15 points maximum)As a part of the project approach, the applicants should propose a scheduling methodology for effectively managing and executing the work in the optimum time. The firms should indicate their procedure for scheduling and for compliance controls. The firms should describe any representative current projects and the projected, versus the actual, schedule of each.

2.25 SCHOOL BOARD EXPECTATIONS: School Board also expects the awarded contractor to display the following qualities:

A. A serious and rigorous commitment to safety practices.

B. A detailed understanding of School Board’s needs.

C. Strong work management capabilities.

D. Forward-looking expertise and a commitment to bringing in new technologies and processes.

E. Adherence to all Federal, State and Local policies, practices and regulatory requirements.

F. Commitment to the stimulation of local bidder interest.

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2.26 SCHOOL BOARD POLICIES AND GENERAL REQUIREMENTS: The policies set forth below are Terms and Conditions defined in the School Board’s Services Agreement. The Professional should be aware that School Board will have the same expectations of contracted workers as regular School Board employees when they are assigned to work at School Board owned locations. Violation of these policies, or others in the contract, may be grounds for termination.

A. Authorized Access – A name badge is required to enter School Board buildings.

B. Certification Service – The Professional shall be required to ensure that its employees and subcontractors performing work at the Offices are properly certified and eligible to work in the United States.

C. School Board is committed to maintaining a safe and drug-free work environment. The Professional shall be responsible for ensuring that its employees and work areas remain drug free through the performance of their duties at the Offices.

D. Safety – Safety is a top priority at School Board. School Board believes that “safety first” standards throughout the company is critical to minimizing risks and maximizing resources. The Professional shall be responsible for knowing and complying with School Board’s safety, security and emergency policies and procedures. Professional employees and subcontractors shall also become familiar with and adhere to School Board’s safety policies while on School Board property.

E. Environmental Compliance – The Professional shall provide a list of all chemicals used in the performance of the contract to the Offices point of contact prior to use. All chemicals shall be used in compliance with all applicable Federal, State, and Local laws. The Professional and its personnel shall demonstrate their understanding of these laws and must document compliance procedures. The Professional shall be responsible for maintaining all Material Safety Data Sheets (MSDS) for all chemicals used in performance of this contract and have copies of such documents on the premises.

F. Energy Conservation – School Board actively seeks to minimize energy usage, both to meet facilities cost reduction targets and in keeping with its environmental objectives. The Professional’s processes and procedures shall assist School Board in achieving these goals.

G. Compliance with Laws – The Professional must comply with all applicable laws, rules, and regulations of Federal, State, and local governments, including OSHA, equal opportunity laws, and environmental laws. Failure to comply with laws may result in the termination of the contract. The Professional shall immediately correct any work, and replace any material, which does not comply with such laws, rules and regulations at its own expense.

H. Subcontractors – Prior to subcontracting any of the Services, the Professional shall notify School Board of the proposed subcontract and shall obtain School Board’s approval in writing of such subcontract. Prior to amending, modifying or otherwise supplementing any subcontract relating to the Services, the Professional shall notify School Board of the proposed amendment, modification or supplement and shall obtain School Board’s approval in writing. If requested by School Board, Professional’s Subcontractor will be required to submit to a security site visit prior to final written approval from School Board.

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I. No subcontracting shall release the Professional from its responsibility for its obligations under this Agreement. The Professional shall be responsible for the work and activities of each of its Agents, including compliance with the terms of this Agreement. The Professional shall be responsible for all payments to its subcontractors.

J. The Professional shall promptly pay for all services, materials, equipment, and labor used by the Professional in providing the Services and the Professional shall keep School Board’s premises free of all liens.

2.27 ATTACHMENTS:Attachment A:............General Information Summary FormAttachment B:............Location Table FormAttachment C:............Public Entity Crimes AffidavitAttachment D:............Non-Collusion AffidavitAttachment E:............Federal Debarment FormAttachment F:............Contract Acceptance FormAttachment G:............Conflict of Interest StatementAttachment H:............No Bid Response FormAttachment I:..............Sample Agreement Between Owner and Construction Manager

2.28 QUESTIONS: Clarification of any language in the RFQ may be obtained by fax, email or US mail. Verbal discussion of items in the RFQ with School Board personnel is not to be construed as changing any of the RFQ requirements. Any additional information or addendums will be posted on the Lake County Schools Purchasing website at http://lake.k12.fl.us. All questions/concerns shall be received by no later than 4:00 PM, local time, December 6, 2012, and be directed, in writing, to:

Beth Minnix, Purchasing AgentE-mail: [email protected] Fax: 352-742-8516Address: 29529 CR 561

Tavares, FL 32778

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mailto:[email protected]

http://lake.k12.fl.us/

ATTACHMENT AGENERAL INFORMATION SUMMARY FORM

INSTRUCTIONS:Respondents should enter requested information in all light green shaded cells. All information provided shall be in accordance with the expanded descriptions contained within this RFQ. Provide completed and printed form with your proposal.

Firm NameAddressContact NameTelephoneFaxE-mail

Business Structure (Corporation, Joint Venture, Partnership)

Years in Business

Minority Status Firm is certified as a Minority Owned Business Enterprise. Documentation is required to be included in submittal. Yes No

REFERENCES:Reference for each of the last 2 completed projects of similar size (5 maximum) which are valued at $0 - $10,000,000.

Reference 1:

Reference 2:

Reference 3:

Reference 4:

Reference 5:

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COST MANAGEMENT:Cost Management on each of the last 2 completed projects of similar size (5 maximum) which are valued at $0 - $10,000,000

PROJECT NAME (from reference list above) GMP ACTUAL COST

PRE-CONSTRUCTION

FEECONSTRUCTION

MANAGEMENT FEE

$ $ $ $

$ $ $ $

$ $ $ $

$ $ $ $

$ $ $ $

SCHEDULE MANAGEMENT:Schedule Management on each of the last 2 completed projects of similar size (5 maximum) which are valued at $0 - $10,000,000

PROJECT NAME(from reference list above)

PROMISED COMPLETION

(months)

ACTUAL COMPLATION

(months)COMMENTS (if any)

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ATTACHMENT B

LOCATION TABLE

In order to receive the location points for the office proposed to perform the majority of the work for this project the proposing firm must have had that office established for one (1) or more years, and staffed with at least one (1) full-time employee during that time period.

Indicate below the office where the majority of the work will be performed, including the address and number of years at that location and the number of full time staff. Mapquest (www.mapquest.com) will be utilized to assess distance.

Points AssignedDistance from

201 West Burleigh Blvd.Tavares, Fl. 32778

5 If office is within Lake County Florida4 0 – 50 miles outside of Lake County, Florida3 51 - 76 miles2 77 – 102 miles1 103 – 128 miles0 129 or more miles

Location of office where majority of work will be performed:

County:

Address: Street

City State Zip

Date office established:

Number of full time staff:

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ATTACHMENT CPUBLIC ENTITY CRIMES AFFIDAVIT

SWORN STATEMENT UNDER SECTION 287.133(3)(a),FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES

This form must be signed and sworn to in the presence of a notary public or other officer authorized to administer oaths.

1. This sworn statement is submitted to School Board of Lake County, Florida

by Insert individual's name and title

for Insert name of entity submitting sworn statement

Whose business address is:

(If applicable) its Federal Employer Identification Number (FEIN) is:

(If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement on the attached sheet.) Required as per IRS Form W-9.

2. I understand that a “public entity crime” as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including but not limited to, and bid or contract for goods or services to be provided to any public entity or agency or political subdivision or any other state or of the Unites States, and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation.

3. I understate that “convicted” or “conviction” as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere.

4. I understand that “affiliate” as defined in Paragraph 287.133(1)(a), Florida Statutes means:a. A predecessor or successor of a person convicted of a public entity crime or;b. An entity under the control of any natural person who is active in the management of the

entity and who has been convicted of a public entity crime. The term “affiliate” includes those offices, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of the affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not fair market value under an arm’s length agreement, shall be a facie case that one person controls another person. A person who knowingly enters into a join venture with a person who has been convicted of a public entity crime in Florida during the proceeding 36 months shall be considered an affiliate.

5. I understand that a “person” as defined in Paragraph 287.133(1)(c), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term “person” includes those officers, directors,

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executives, partners, shareholders, employees, members, and agents who are active in management of the entity.

6. Based on information and belief, the statement, which I have marked below, is true in relation to the entity submitting those sworn statements. (Please indicate which statement applies.)

Neither the entity submitted this sworn statement, nor any officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity nor affiliate of the entity have been charged with and convicted of a public entity crime subsequent to July 1, 1989.

The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, member, or agents who are active in management of the entity, or an affiliate of the entity have been charged with and convicted of a public entity crime subsequent to July 1, 1989.

The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, member, or agents who are active in management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearing and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Attach a copy of the final order)

I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO OR ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.

____________________________________(Signature)

____________________________________(Date)

STATE OF_________________________________

COUNTY OF_______________________________

PERSONALLY APPEARED BEFORE ME, the undersigned authority, __________________________________________

(Name of individual signing)

who, after first being sworn by me, affixed his/her signature in the space provided

above on this_________ day of___________________, 2____.

____________________________________(NOTARY PUBLIC)

My Commission Expires: _____________________________

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PROJECT IDENTIFICATION: RFQ #3658BM – Construction Manager for HVAC Campus Wide Renovation and Remodeling Project at Umatilla Middle School

SOCIAL SECURITY NUMBER: (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement on the attached sheet.) Required as per IRS Form W-9.

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ATTACHMENT DNON-COLLUSION AFFIDAVIT

State of

County of

being first duly sworn, deposes and says that:

(1) He/she is the Owner, Partner, Officer, Representative, or Agent

of the Proposer that has submitted the attached Proposal;

(2) He/she is fully informed respecting the preparation and contents of the attached Proposal and of all pertinent circumstances respecting such Proposal;

(3) Such Proposal is genuine and is not a collusive or sham Proposal;

(4) Neither the said Proposer nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, have in any way colluded, conspired, connived or agreed, directly or indirectly, with any other Proposer, firm, or person to submit a collusive or sham Proposal in connection with the Work for which the attached Proposal has been submitted; or to refrain from proposing in connection with such Work; or have in any manner, directly or indirectly, sought by agreement or collusion, or communication, or conference with any Proposer, firm or person to fix any overhead, profit, or cost elements of the Proposal price or the Proposal price of any other Proposer, or to secure through any collusion, conspiracy, connivance, or unlawful agreement any advantage against (Recipient), or any person interested in the proposed Work;

(5) The price or prices quoted in the attached Proposal are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Proposer or any other of its agents representatives, owners, employees or parties in interest, including this affiant.

Signed, sealed, and delivered in the presence of:

__________________________ BY: ____________________________

__________________________ Printed Name

Title

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ATTACHMENT EFEDERAL DEBARMENT FORM

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -- Lower Tier Covered Transactions

This certification is required by the Department of Education regulations implementing Executive Order 12549, Debarment and Suspension, 34 CFR Part 85, for all lower tier transactions meeting the threshold and tier requirements stated at Section 85.110.

Instructions for Certification

1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below.

2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," " person," "primary covered transaction," " principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.

5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion-Lower Tier Covered Transactions,without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may but is not required to, check the Nonprocurement List.

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

Certification(1) The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

(2) Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

NAME OF APPLICANT PR/AWARD NUMBER AND/OR PROJECT NAME

PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE

SIGNATURE DATE

ED 80-0014, 9/90 (Replaces GCS-009 (REV.12/88), which is obsolete)

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ATTACHMENT FCONTRACT ACCEPTANCE FORM

We submit the enclosed qualifications and agree to adhere to all terms and conditions set forth in the RFQ.

Yes

No – If no, state exceptions below or on attached sheet.

Company:

Mailing Address: Street

City State Zip

Signature: __________________________________________________________

Type name: Title:

Telephone #: Date:

Fax #: E-Mail:

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ATTACHMENT GCONFLICT OF INTEREST STATEMENT

I HEREBY CERTIFY THAT:

1. I, (printed name), , am the (title) and the duly authorized representative of the firm of, (firm name) whose address is , and that I possess the legal authority to make this affidavit on behalf of myself and the firm for which I am acting; and,

2. Except as listed below, no employee, officer, or agent of the firm have any conflicts of interest, real or apparent, due to ownership, other clients, contracts, or interests associated with this project.

Exceptions List:

(Signature)________________________________________________________

____________________________________(Date)

STATE OF_________________________________

COUNTY OF_______________________________

PERSONALLY APPEARED BEFORE ME, the undersigned authority,

__________________________________________(Name of individual signing)

who, after first being sworn by me, affixed his/her signature in the space provided

above on this_________ day of___________________, 2____.

____________________________________(NOTARY PUBLIC)

My Commission Expires: _____________________________

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ATTACHMENT HNO-BID RESPONSE FORM

Company:

Mailing Address: Street

City State Zip

Signature: __________________________________________________________

Type name: Title:

Telephone #: Date:

Fax #: E-Mail:

NO BID: I HEREBY SUBMIT THIS AS A “NO BID” FOR THE REASONS CHECKED BELOW:

Insufficient time to respond

We do not offer the product or service requested

Our schedule will not permit us to respond to this bid

Keep our company on this bid list for future bids

Remove our company name from this bid list for future bids

Other (describe briefly)

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ATTACHMENT ISAMPLE AGREEMENT BETWEEN OWNER AND CONSTRUCTION MANAGER

AGREEMENT BETWEEN OWNER AND CONSTRUCTION MANAGER

THIS AGREEMENT is made this , BY and BETWEEN the School Board of Lake County, Florida, whose address is 201 West Burleigh Boulevard Tavares, Florida 32778 (hereinafter referred to as the “Owner”), and a Florida CORPORATION LICENSED TO DO BUSINESS IN THE STATE OF FLORIDA, whose address is , and whose Federal Employer Identification Number (FEIN) is , (hereinafter referred to as the “Construction Manager”). I. THE CONSTRUCTION TEAM AND EXTENT OF AGREEMENT

A. The Construction Manager accepts the relationship of trust and confidence established between him and the Owner by this Agreement, and is working through a negotiated fee, Guaranteed Maximum Price methodology as set forth herein. The Construction Manager, covenants with the Owner, to furnish its best skill and judgment and to cooperate with the Architect-Engineer in furthering the interests of the Owner. Construction Manager agrees to provide professional services and to use its best efforts to complete the project in the best and soundest way and in the most expeditious and economical manner consistent with the interest of the Owner. The Construction Manager shall perform its services at a level, and be judged by a standard of care, that is consistent with the standards and quality prevailing among first-rate, nationally recognized construction management and general contracting firms of superior knowledge, skill and experience engaged in projects of similar size and complexity.

B. The Construction Manager shall perform and provide the Services and the Work required by, or reasonably implied by or inferable from, the Contract Documents, shall be responsible for the construction of the Project in strict conformance with the requirements of the Contract Documents, and shall pay for all labor, supervision, materials, supplies, furnishings, equipment and things required by the Contract Documents, subject to the GMP Amendment. The Construction Manager shall coordinate and assist the Owner with the installation and placement of furniture, fixtures, and equipment. In performing its duties hereunder, Construction Manager shall be a fiduciary to the Owner in whom the Owner may place its full trust and confidence.

C. The Construction Manager, the Owner, the Project Consultant, and the Architect-Engineer, (hereinafter collectively referred to as the “Construction Team”), shall work from the beginning of planning through final construction completion and shall be available thereafter should additional services be required. The Architect-Engineer will provide leadership during the design phase with support from the Construction Manager, and the Construction Manager shall provide leadership to the Construction Team on all matters relating to construction.

The specific representatives of the Construction Team are shown in Exhibit “A”, which is attached hereto and by reference made a part hereof.

D. This Agreement for the Project entitled “RFQ # 3658BM - Construction Manager for HVAC Campus Wide Renovation and Remodeling Project at Umatilla Middle School” represents the entire Agreement between the Owner and the Construction Manager. This Agreement shall not be superseded by any provisions of the documents for construction, including but not limited to the GMP, and may be amended only by written instrument signed by both the Owner

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and the Construction-Manager. In the event of conflict between this Agreement and any other contract documents, this Agreement shall prevail.

II. DEFINITIONS

A. Project - The Project is the total work to be performed under this Agreement. The Project consists of planning, design, permitting, construction, and code inspection necessary to build the component parts of the project identified in plans and specifications as prepared by the Architect-Engineer.

B. Owner – The School Board of Lake County, Florida.

C. Project Consultant – N/A.

D. Construction Manager – .

E. Architect-Engineer – TBD.

F. Project Director - The person designated by the Owner to provide direct interface with the Architect-Engineer with respect to the Owner's responsibilities.

G. Owner's Representatives - The Project Director, his superiors or his designee.

H. Owner's Construction Budget – The sum total of $1,750,000.00 Dollars Owner's funds budgeted and requested for construction of the Project. The Owner's Construction Budget includes all Construction Manager’s fees, costs of the work, and Construction Manager’s construction contingencies as defined herein. This acknowledgment of the Owner's budgeted funds is not to be construed as the Contractor's Guaranteed Maximum Price. A Guaranteed Maximum Price will be by separate documentation as outlined in Article VIII.

I. Owner’s Contingency Allowance – An amount equal to TBD % of the Cost of the Project is to be used as Owner’s Contingency and will be included as part of the Guaranteed Maximum Price. The Owner’s Contingency shall not be used in calculating the Overhead and Profit Fee for Construction Phase. Owner’s Contingency shall be used to address any changes in the scope of the work for which Construction Manager is not responsible but which are otherwise reimbursable without duplications as a cost of the work, but excluding all items that are to be reimbursed under the general conditions expenses. All Owner’s Contingency Allowance expenditures must first be authorized and approved by Owner in writing prior to the Construction Manager proceeding with any portion of the work which is to be charged the Owner’s Contingency Allowance. All Owner’s Contingency Allowance expenditures shall be at Owner’s sole discretion. All unused contingency amounts shall be returned to the Owner and shall not be included in any calculation off any additional fees. Upon written approval from Owner, changes in the work funded by the Owner’s Contingency shall include the negotiated Overhead and Profit Fee for Construction Phase of TBD % .

J. Construction Manager’s Contingency Allowance – An amount equal to TBD% of the Cost of the Project is to be used as Construction Manager’s Contingency Allowance and will be included as part of the Guaranteed Maximum Price. However, the Construction Manager’s Contingency shall not be used in calculating the Overhead and Profit Fee for Construction Phase. Construction Manager’s Contingency Allowance shall be used to defray the costs of unforeseen circumstances related to construction that are within the scope of the required work,

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but excluding all items that are to be reimbursed under the general conditions expenses amount. However, this contingency will not be used for any additional costs associated with performing changes to the work. The Construction Manager shall not proceed with any portion of the work, which it intends to charge against this contingency, without first obtaining Owner’s express written authorization to proceed. The Owner reserves the right, at its sole discretion, to withhold its consent on contingency expenditures. Further, any authorized contingency expenditure becomes part of the Contract Documents and are incorporated by reference herein. Upon written approval from Owner, changes in the work funded by the Construction Manager’s Contingency shall include the negotiated Overhead and Profit Fee for Construction Phase of %. Unused contingency remaining at the end of the job will be deducted from the Guaranteed Maximum Price. Construction Manager has no entitlement to any portion of any unused contingency. All unused contingency amounts shall be returned to the Owner and shall not be included in any calculation of any additional fees.

III. CONSTRUCTION MANAGER’S SERVICES

The Construction Manager shall provide all of the services necessary to successfully complete the Project. Such services shall include, but are not necessarily limited to the following:

A. Project Management Information System

1. General

a. Commencing immediately after the Notice to Proceed is issued by the Owner, the Construction Manager shall implement and utilize all subsystems of the Project Management Information System (hereinafter referred to as PMIS)

b. The Construction Manager shall ensure that all reports, documents, and data provided represent an accurate assessment of the current status of the Project and of the work remaining to be completed. Additionally, the Construction Manager shall ensure that such information provides a sound basis for identifying variances or problems and for making management decisions. The Construction Manager shall prepare and furnish such information to the Owner and the Architect-Engineer on a monthly basis and with each pay request.

c. If requested by the Owner, the Construction Manager shall conduct a comprehensive workshop, in Lake County, Florida, at a time chosen by the Owner, for participants designated by the Owner, and shall also conduct any additional seminars required and/or requested by the Owner to provide instruction. The Construction Manager shall ensure that such workshop and seminars facilitate all participant’s and the Owner’s use and understanding of the PMIS.

d. The PMIS shall consist of the following major subsystems:

i. Narrative Reporting;

ii. Schedule Control;

iii. Cost Control and Estimating;

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iv. Project Accounting;

v. Accounting and Payment; and

vi. Action Reports.

The Construction Manager shall submit reports on each of these sub-systems on at least a monthly basis to both the Owner and the Architect-Engineer.

2. Narrative Reporting Subsystem

a. The Construction Manager shall prepare digital reports as described herein and shall ensure that all such reports are printable in 8-1/2” by 11” format.

b. The Construction Manager shall ensure that the Narrative Reporting Subsystem includes the following reports:

i. A Monthly Executive Summary that provides an overview of current issues and pending decisions, details future developments and expected achievements, and describes any problems or delays, including, but not limited to code violations found by the Permitting Authority.

ii. A Monthly Cost Narrative describing the current construction cost estimate status of the Project.

iii. A Monthly Scheduling Narrative summarizing the current status of the overall Project schedule. The Construction Manager shall ensure that this report includes an analysis of the various project schedules, a description of the critical path, and other analyses as necessary to allow comparison of planned performance with actual performance.

iv. A Monthly Accounting Narrative describing the current cost and payment status of the entire project. The Construction Manager shall ensure that this report relates current encumbrances and expenditures to the budget allocations.

v. A Monthly Construction Progress Report during the construction phase summarizing the work of the various subcontractors. The Construction Manager shall ensure that this report includes information from the weekly job site meetings, as applicable, such as general conditions, long lead supplies, current deliveries, safety and labor relations programs permits, construction problems and recommendations, and plans for the succeeding month.

vi. A Daily Construction Diary during the construction phase describing events and conditions on site.

vii. A listing of any and all changes from the plans and specifications.

The Construction Manager shall ensure that all of the Narrative Reporting Subsystem reports are bound with applicable computer reports and are

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submitted monthly, with data current to the end of the preceding month, to both the Owner and the Architect-Engineer during the design and construction phases. The Construction Manager shall ensure that a bound copy of the complete diary is submitted to the Owner at the conclusion of the Project.

3. Schedule Control Subsystem

a. Master Project Schedule: The Construction Manager shall, immediately upon the execution of this Agreement, submit a master project schedule covering the pre-construction, construction, and Owner occupancy of the Project. The Construction Manager shall ensure that the master project schedule is produced and updated monthly throughout the Project.

b. Construction Schedule: The Construction Manager shall, within thirty (30) days after the Owner issues the Notice to Proceed, prepare and submit to the Owner a construction schedule graphically depicting the activities required to complete the Project and showing the sequence that the Construction Manager proposes for each activity and duration (dates of commencement and completion, respectively) of each activity. The Construction Manager shall ensure that the construction schedule is in the form Primavera Suretrak or another form that is acceptable to Owner. The Construction Manager understands and agrees that the Owner shall have sole discretion as to whether the submitted construction schedule is acceptable. If the Construction Manager fails to timely submit a construction schedule that meets all requirements of this section and which is acceptable to Owner, then such failure shall constitute a substantial default in the performance of the Construction Manager and sufficient grounds for the Owner to terminate this Agreement or to withhold any required payment.

The Construction Manager shall, following development and submittal of the construction schedule as provided herein, at the end of each calendar month occurring thereafter prior to completion of the Project, or at such earlier intervals as circumstances may require, update and/or revise the construction schedule and submit duplicate copies of such construction schedule to the Owner. The Construction Manager understands and agrees that any failure of the Construction Manager to update, revise, and submit the construction schedule as aforesaid shall be sufficient grounds for the Owner to find the Construction Manager in substantial default and shall constitute sufficient grounds for the Owner to terminate this Agreement or to withhold any required payment to the Construction Manager until a schedule or schedule update acceptable to the Owner is submitted.

c. The Construction Manager shall prepare and incorporate into the schedule database, at the required intervals, the following schedules:

i. Pre-Bid Schedules (Subnetworks): The Construction Manager shall prepare a construction schedule for work encompassed in each bid package. The Construction Manager shall ensure that the schedule is sufficiently detailed and thereby suitable for inclusion in the bid package as a framework for contract completion by the successful bidder. The Construction Manager shall ensure that the schedule

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shows the interrelationships between the work of the successful bidder and that of other subcontractors, and shall establish milestones keyed to the overall master schedule.

ii. Subcontractor Construction Schedules (Subnetworks): Upon the award of each subcontract, the Construction Manager shall, jointly with the subcontractor, develop a schedule which is more detailed than the pre-bid schedule included in the bid packages, and which takes into account the work schedule of the other subcontractors. The Construction Manager shall ensure that the construction schedule includes as many activities as necessary to make the schedule an effective tool for construction planning and for monitoring the performance of the subcontractor. The Construction Manager shall ensure that the construction schedule also shows pertinent activities for material purchase orders and shop drawing schedules.

iii. Occupancy Schedule: The Construction Manager shall jointly develop with the Architect-Engineer and Owner a detailed plan, inclusive of punch lists, final inspections, maintenance, training, and turn-over procedures, to be used for ensuring accomplishment of a smooth and phased transition from construction to Owner occupancy. The Construction Manager shall produce the Occupancy Schedule at Project inception and shall thereafter update such schedule on a monthly basis until Owner occupancy.

4. Cost Control Subsystem: The Construction Manager shall ensure that the operation of this subsystem provides sufficient timely cost data and detail to permit the Construction Manager to control and adjust the project requirements, needs, materials, equipment and systems by building and site elements so that construction will be completed at a cost which, together with all other project costs, will not exceed the maximum total project budget. Requirements of this subsystem include submissions at the establishment of the Guaranteed Maximum Price (GMP).

5. Project Accounting Subsystem: The Construction Manager shall ensure that this subsystem enables the Construction Manager to plan effectively and the Owner to monitor and control the funds available for the project, cash flow, costs, change orders, payments, and other major financial factors by comparison of budget, estimate, total commitment, amounts invoiced, and amounts payable, and also enable the Owner to stay informed. The Construction Manager shall produce and update this subsystem on a monthly basis and shall include the following reports:

a. Costs Status Report representing the budget, estimate, and base commitment (awarded contracts and purchase orders) for any given contract or budget line item. It shall show approved change orders for each contract which when added to the base commitment will become the total commitment. Pending change orders will also be shown to produce the total estimated probable cost to complete the work.

b. A Payment Status Report showing the value in place (both current and cumulative), the amount invoiced (both current and cumulative), and the

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balance remaining. A summary of this report shall accompany each pay request.

c. A Detailed Status Report showing the complete activity history of each item in the project accounting structure. It shall include the budget, estimate, and base commitment figures for each contract. It shall give the change order history including change order numbers, description, proposed and approved dates, and the proposed and approved dollar amounts. It shall also show all pending or rejected change orders.

d. A Cash Flow Diagram showing the projected accumulation of cash payments against the project. Cash flow projections shall be generated for anticipated monthly payments as well as cumulative payments.

B. Policy and Procedure Manual

1. Upon execution of this Agreement, the Owner shall provide Construction Manager with a template for the Construction Managers use in developing the comprehensive Policy and Procedure Manual required by this paragraph. Construction Manager shall use the basic language within the template to develop a draft of its comprehensive Policy and Procedure Manual describing the services set forth in this Agreement. The Construction Manager shall fill in all relevant data within the template. The comprehensive Policy and Procedure Manual shall provide a plan for the control, direction, coordination and evaluation of work performed throughout the project; the project organization including identification of key personnel, responsibilities of the Construction Manager, Owner and Architect-Engineer; work flow diagrams; and strategy for bidding the work. The Owner shall review the Policy and Procedure Manual and must approve its content and form. The Policy and Procedure Manual may be updated as necessary throughout the pre-construction, construction and Owner occupancy phases, but no changes shall be made without the prior approval of the Owner. A digital copy of the Policy and Procedure Manual and any updates shall be submitted to the Owner and Architect-Engineer. In developing the Policy and Procedure Manual, the Construction Manager shall coordinate with the Owner and the Architect-Engineer. The Construction Manager understands and agrees that the Owner shall have final authority as to any and all content and form of the Policy and Procedure Manual. The initial Policy and Procedure Manual shall be submitted to the Owner for approval. The comprehensive Policy and Procedure Manual must be completed and approved by Owner prior to Owner’s release of Construction Managers first payment.

2. Contents of Policy and Procedure Manual: The Policy and Procedure Manual shall describe in detail the procedures for executing the work and the organizations participating. The Policy and Procedure Manual shall include, as a minimum, the following sections:

a. Project Definition: The known characteristics of the project or sub-projects shall be described in general terms which will provide the participants a basic understanding of the project or sub-projects.

b. Project Goals: The schedule, budget, physical, minority participation, technical and other objectives for the project shall be defined.

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c. Project Strategy: A narrative description of the project delivery methods shall be utilized to accomplish the project goals.

d. Project Work Plan: A matrix display of the program of work to be performed by the Construction Manager, the Architect-Engineer and the Owner during each phase of the project.

e. Project Organization: A summary organization chart showing the interrelationships between the Owner, the Construction Manager and the Architect-Engineer, and other supporting organizations and permitting review agencies. Detailed charts, one each for the Construction Manager and Architect-Engineer, showing organizational elements participating in the project shall be included.

f. Responsibility Performance Chart: A detailed matrix showing the specific responsibilities and interrelationships of the Owner, the Architect-Engineer, and Construction Manager. The Responsibility Performance Chart shall indicate major responsibility, and minor responsibility, for each specific task required to deliver the project. The Construction Manager shall develop a similar chart for the personnel within his own organization who are assigned to the project, and the Architect-Engineer from data supplied by such.

g. Flow Diagrams: These charts shall display the flow of information and the decision process for the review and approval of shop drawings and submittals, progress, and change orders and requests for information.

h. Written Procedures: The Construction Manager will provide written procedures for communications and coordination required between Construction Team members throughout the project. Procedures shall cover such items as correspondence, minutes, reports, inspections, team meetings, technical reviews, design reviews, and other necessary communications.

3. The Construction Manager shall complete the Policy and Procedure Manual draft and shall submit such manual to the Architect-Engineer and the Owner prior to payment of any fees under this Agreement.

4. The Parties understand and agree that this Policy and Procedure Manual is intended to be an amplification and clarification of this Agreement. If any conflict arises between such the terms of the Policy and Procedure Manual and of those set forth in this Agreement, then the terms of this Agreement shall control.

C. Design and Review and Recommendations

1. Review, Recommendations and Warranty: The Construction Manager shall familiarize himself thoroughly with the architectural, civil, mechanical, plumbing, electrical, and structural plans and specifications and shall follow the development of Construction Documents. The Construction Manager shall make recommendations with respect to the selection of systems and materials, and cost-reducing alternatives including assistance to the Architect-Engineer, and Owner in evaluating alternative comparisons versus long term cost effects. The evaluation shall speak to the benefits of the speed of erection and early completion of the project. The Construction Manager

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shall furnish pertinent information as to the availability of materials and labor that will be required. The Construction Manager shall submit to the Owner, Permitting Authority and Architect-Engineer such comments as may be appropriate concerning construction feasibility and practicality. The Construction Manager shall call to the Owner's and the Architect-Engineer's attention any apparent defects in the design, drawings and specifications or other documents. The Construction Manager shall prepare estimates of the construction cost utilizing the unit quantity survey method in the Constructions Specifications Institute (“CSI”) format.

2. Review Reports: The Construction Manager shall, within forty-five (45) days after receiving the Construction Documents, perform a specific review of such Construction Documents, and shall focus such review upon accomplishing the objectives contemplated by Section III(C)(1) above, and on those factors set out in Section III(C)(5) below. Within the same forty-five (45) day period, the Construction Manager shall submit to the Owner and Permitting Authority, with copies to the Architect-Engineer, a written report covering suggestions or recommendations previously submitted, additional suggestions or recommendations as the Construction Manager may deem appropriate, and all actions taken by the Architect-Engineer with respect to same, any comments the Construction Manager may deem to be appropriate with respect to separating the work into separate contracts, alternative materials, and all comments called for in Section III(C)(4) below.

AT THE COMPLETION OF THE CONSTRUCTION MANAGER’S REVIEW OF THE PLANS AND SPECIFICATIONS, EXCEPT ONLY AS TO SPECIFIC MATTERS AS MAY BE IDENTIFIED BY APPROPRIATE COMMENTS PURSUANT TO THIS SECTION, THE CONSTRUCTION MANAGER SHALL WARRANT, WITHOUT ASSUMING ANY ARCHITECTURAL OR ENGINEERING RESPONSIBILITY, THAT THE PLANS AND SPECIFICATIONS ARE CONSISTENT, PRACTICAL, FEASIBLE, AND CONSTRUCTIBLE. THE CONSTRUCTION MANAGER SHALL WARRANT THAT THE WORK DESCRIBED IN THE PLANS AND SPECIFICATIONS FOR THE VARIOUS BIDDING PACKAGES IS CONSTRUCTIBLE WITHIN THE SCHEDULED CONSTRUCTION TIME.

3. Long Lead Procurement: The Construction Manager shall review the design for the purpose of identifying long lead procurement items (machinery, equipment, materials and supplies). When each item is identified, the Construction Manager shall notify the subcontractors, Owner and the Architect-Engineer of the required procurement and schedule. Such information shall be included in the bid documents and made a part of all affected subcontracts. As soon as the Architect-Engineer has completed drawings and technical specifications and the Construction Manager has obtained applicable permitting approval, the Construction Manager shall prepare invitations for bids and shall provide copies of such invitations to the Owner for review and final approval prior to issuance. The Construction Manager shall keep himself informed of the progress of the respective subcontractors or suppliers, manufacturing or fabricating such items and advise Owner and Architect-Engineer of any problems or prospective delay in delivery.

4. Separate Contracts Planning: The Construction Manager shall review the design and shall determine the division and sequence of construction activities, and will determine the breakdown and composition of bid packages for award on the current schedule while the design is being completed, and shall supply copy to Owner for its review.

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The Construction Manager shall, in such review, take into consideration such factors as natural and practical lines of severability, sequencing effectiveness, access and availability constraints, total time for completion, construction market conditions, availability of labor and materials, community relations and any other factors pertinent to saving time and cost by overlapping design and construction that are authorized by the Owner. The Construction Manager shall supply the Owner with a copy of the schedule for the Owner's review.

Interfacing

a. The Construction Manager shall take such measures as are appropriate to provide that all construction requirements will be covered in the separate procurement of long lead items, the separate construction subcontractors and the general conditions items performed without duplication or overlap, sequenced to maintain completion of all work on schedule. Particular attention shall be given to provide that each bid package clearly identifies the work included in that particular separate subcontract, its schedule for start and completion and its relationship to other separate contractors.

b. Without assuming any Design responsibilities of the Architect-Engineer, the Construction Manager shall include in the reports required under Paragraph III.A.2., comments on overlap with any other separate subcontracts, omissions, lack of correlation between drawings, and any other deficiencies noted, in order that the Architect-Engineer may arrange for necessary corrections.

5. Job-Site Facilities: The Construction Manager shall arrange for all job-site facilities as required by the Owner and necessary to enable the Construction Manager and Architect-Engineer to perform their respective duties and to accommodate any representatives of the Owner which the Owner may choose to have present on the job, the description of which shall be finalized prior to the establishment of the GMP. Prior to the Construction Manager’s submitting a GMP to the Owner, the Construction Manager shall use good faith efforts to secure the best “own vs. lease” alternative for any tangible personal property proposed to be utilized at the site, including but not limited to trailers, toilets, fax machines, computers, etc. The Construction Manager shall take into consideration any requests made by Owner as the requests relate to the purchase or lease of certain items for the Project.

6. Weather Protection: The Construction Manager shall ascertain what temporary enclosures, if any, of building areas should be provided for and may be provided as a practical matter, in order to assure orderly progress of the work in periods when extreme weather conditions are likely to be experienced.

7. Market Analysis:

a. The Construction Manager shall endeavor to stimulate interest in the project and maximize participation of potential qualified subcontractors in the bidding process. The Construction Manager shall monitor conditions in the construction market to identify factors that will or may affect costs and time for completing the project. In this regard, the Construction Manager shall make analysis as necessary to (1) determine and report on availability of labor, materials, equipment, potential bidders, and possible impact of any shortages or

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surpluses of labor or material, and (2) in light of such determination, make recommendations and take action as may be appropriate with respect to long lead procurement, separation of construction into bid packages, sequencing of work, use of alternative materials, equipment or methods, other economics in design or construction, and other matters that will promote cost savings and completion within the schedule time.

b. The Construction Manager shall submit to the Owner a Written “Construction Market Analysis and Prospective Bidders Report” setting out the prospective bidders, thirty (30) days prior to issuing the GMP. As various bid packages are prepared for bidding, the Construction Manager shall submit to the Owner and Architect-Engineer, a list of potential bidders. The Construction Manager shall take all required actions necessary to stimulate bidder interest in the local marketplace and to identify and encourage bidding competition.

c. The Construction Manager shall carry out an active program of stimulating interest of qualified contractors in bidding on the work and of familiarizing those bidders with the requirements of this project.

8. Stimulation of Local Bidder Interest:

a. The stimulation of interest in the local marketplace and an active program should include:

i Advertising bid opportunities in local newspapers; electronic posting of bid opportunities on both the Owner’s Purchasing Department website, the Construction Manager’s website, or other mutually agreeable website; direct contact to those prospective bidders included within the Owner’s Purchasing Department’s bidders list.

ii Holding informational sessions for local bidders to explain the project and to indicate how bids can be provided to the Construction Manager, where the local vendors can locate the bid documents; and how to submit a bid. The Construction Manager, Architect-Engineer, and the Owner through its Facilities and Purchasing Departments shall attend such meetings. The meetings shall be held in Lake County.

iii Any Lake County builder’s exchange groups, construction groups, chambers, business organizations, economic development offices or any other construction or business related entity serving Lake County should be sought out by the Construction Manager and a best effort made to alert them bid opportunities.

b. Bids prepared should be in groupings as previously determined by the Construction Manager, Architect-Engineer, and the Owner through its Facilities and Purchasing Departments.

c. The prequalification criteria utilized by the Construction Manager must be reviewed and approved by the Owner through its Facilities and Purchasing Departments to assure that specifications are not unduly or unnecessarily restrictive.

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d. Owner reviews and approves through its Facilities and Purchasing Departments all bid packages prior to publication.

e. Notifications of bid invitations and notices of pre-bid meetings will include those prospective bidders included within the Owner’s Purchasing Department’s bidders list. All pre-bid meetings should be held in Lake County.

f. Job site facilities rental or lease must include quotes from Lake County suppliers. Include Lake County comparisons in the “Own v. Lease” analysis. Owner through the Facilities Department shall review to assure that Lake County suppliers have been contacted.

g. The Architect-Engineer must also provide materials and specifications that are not restrictive. Any type of sole source material must be justified and approved by the Owner.

h. The Construction Manager shall record the following information for each bid solicited and provide to the Owner at the completion of the project:

i. Provide sign-in lists of prospective bidders in attendance at all pre-bid meetings and/or informational sessions. Identify Lake County bidders on each list.

ii. The total number of prospective bidders notified and of those, the number of Lake County prospective bidders notified. Retain a file of all bid notifications sent including addresses and zip codes.

iii. The total number of responses received and of those, the number of responses received from Lake County bidders.

iv. Identify the Lake County bidders awarded contracts from all bids solicited.

v. Justification of rejection of bid awards to bidders submitting lowest pricing. Of those bids rejected, identity and submit detailed justification of bids received from Lake County bidders.

vi. The total dollar amount and percentage of the Cost of the Work and the job site supplies awarded to Lake County bidders versus those procured from bidders not in Lake County.

vii. Identify and provide detailed information regarding cost and location of any work subcontracted by a bidder awarded a contract by the Construction Manager.

viii. Supply a list of those local vendors attending Pre-bids and the Informational Session offered.

ix. Retain a file of all bid notifications sent to all vendors and be able to filter by Lake County zip codes.

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D. Construction Phase.

1. Contractor's Staff: The Construction Manager shall maintain sufficient off-site support staff, and competent full time staff at the Project site authorized to act on behalf of the Construction Manager to coordinate, inspect and provide general direction of the work and progress of the subcontractors and shall provide no less than those personnel during the respective phases of construction as set forth in Exhibit “A”. The Construction Manager shall not change any of those persons named unless mutually agreed to by the Owner and Construction Manager. In such case, the Owner shall have the right of approval of the qualifications of replacement personnel.

2. Lines of Authority: The Construction Manager shall establish and maintain lines of authority for its personnel, and shall provide this definition to the Owner and all other affected parties, such as the code inspectors of the Permitting Authority, the subcontractors, and the Architect-Engineer to provide general direction of the work and progress of the various phases and subcontractors. The Owner and/or Architect-Engineer may attend meetings between the Construction Manager and his subcontractors; however, such attendance is optional and shall not diminish either the authority or responsibility of the Construction Manager to administer the subcontract(s).

3. Schedule and Policy and Procedure Manual Provision-Construction Phase: The Construction Manager shall provide the Owner, its representatives and the Architect-Engineer with digital copies of the Policy and Procedure Manual, developed and updated as required herein, expanded for the Construction Phase and employing their respective milestones, beginning and finishing dates, their respective responsibilities for performance and the relationships of their work with respect to subcontractors and suppliers. The Construction Manager shall also continue to provide current scheduling information and provide direction and coordination regarding milestones, beginning and finishing dates, responsibilities for performance and the relationships of the Construction Manager's work to the work of his subcontractors and suppliers to enable them to perform their respective tasks so that the development of construction progresses in a smooth and efficient manner in conformance with the overall project schedule. The schedule shall include all phases of the construction work, material supplies, long lead procurement, approval of shop drawings, change orders in progress, schedules for change orders, and performance testing requirements.

4. Owner / Architect / Construction Manager meetings: The Construction Manager shall advise the Owner, its representatives and the Architect-Engineer of their required participation in any meeting or inspection giving each at least one week notice prior to same, unless providing such notice is made impossible due to conditions beyond the control of the Construction Manager. In such event, the required notice shall be as soon as practicable. The Construction Manager shall hold jobsite meetings at least once each month with the Construction Team and at least once each week with the subcontractors and the Architect-Engineer's Field Representative, or more frequently as required by work progress, to review progress, discuss problems and their solutions and coordinate future work with all subcontractors.

5. Solicitation of Bids

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a. The Construction Manager shall prepare invitations for bids for all procurement of long lead items, materials and services, for subcontractor contracts and for site utilities. The Owner shall have the right to review and approve all invitation for bids and bid packages prior to distribution to bidders.

b. As part of such preparation, the Construction Manager shall review the specifications and drawings prepared by the Architect-Engineer. Ambiguities, conflicts or lack of clarity of language, use of illegally restrictive requirements, and any other defects in the specifications or in the drawings noted by the Construction Manager shall be brought to the attention of the Owner and Architect-Engineer in written form.

c. For each separate construction contract, the Construction Manager shall, unless specifically waived by Owner, conduct a pre-bid conference with prospective bidders and the Architect-Engineer. If any questions are raised which require an interpretation of the bidding documents or otherwise indicate a need for clarification or correction of the invitation, the Contractor shall transmit these to the Architect-Engineer and the Owner for review. The Construction Manager shall, upon receiving clarification or correction in writing, prepare an addendum to the bidding document, and issue same to all of the prospective bidders.

d. The Construction Manager shall publicly advertise all subcontractors work and shall receive all bids at the pre-noticed time and place, in accordance with applicable purchasing policies. The Construction Manager shall open and review all sealed bids and enter into contract with those lowest responsive bidders, previously determined to be qualified by the Construction Manager. The Construction Manager shall establish a pre-qualification procedure for applicable subcontract trades, and shall provide a listing of a minimum of three (3) contractors found to be qualified to bid for each bid package. If award is recommended to other than the lowest responsive bidder the Construction Manager must provide justification to the Owner.

6. Bond: In accordance with the provisions of Section 255.05, Florida Statutes, the Construction Manager shall provide to the Owner, on forms approved by the Owner, a one hundred percent (100%) Performance Bond and a one hundred percent (100%) Labor and Material Payment Bond each in an amount not less than the GMP, less the General Conditions Fee and the Pre-construction Phase Fee. The Construction Manager shall ensure that the surety is rated as A or better by Best's key guide, latest edition.

7. Quality Control: The Construction Manager shall develop and maintain a program,

acceptable to the Owner and Architect-Engineer, to assure quality control of the construction. The Construction Manager shall be responsible for and supervise the work of all subcontractors, providing instructions to each when their work does not conform to the requirements of the plans and specifications. The Construction Manager shall also exert influence and control over each subcontractor to ensure that corrections are made in a timely manner so as to not affect the efficient progress of the work. Should a disagreement occur between the Construction Manager and the Architect-Engineer over the acceptability of the work, the Owner, at its sole discretion, shall have the right to determine the acceptability.

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8. Subcontractor: The Construction Manager shall solely control the subcontractors. The Construction Manager shall negotiate all change orders, field orders and request for proposals, with all affected subcontractors and shall review the costs of those proposals and advise the Owner and Architect-Engineer of their validity and reasonableness, acting in the Owner's best interest, prior to requesting approval of each change order from the Owner. The Construction Manager understands and agrees that no work shall be performed on any change order until the Owner provides written authorization regarding same. However, when there is an eminent threat to health and safety, and Owner's concurrence is impractical, the Construction Manager shall act immediately to remove the threats to health and safety and shall subsequently fully inform Owner of all such action taken. The Construction Manager shall also carefully review all shop drawings and then forward the same to the Architect-Engineer for review and actions. The Architect-Engineer will transmit them back to the Construction Manager who will then issue the shop drawings to the affected subcontractor for fabrication and revision. The Construction Manager shall maintain a suspense control system to promote expeditious handling. The Construction Manager shall request the Architect-Engineer to make interpretations of the drawings or specifications requested of him by the subcontractors and shall maintain a suspense control system to promote timely response. The Construction Manager shall ensure that the Architect-Engineer is aware of which shop drawings or requests for clarification have the greatest urgency and respective priority. The Construction Manager shall advise the Owner and Architect-Engineer when timely response is not occurring on any of the above.

9. Permits: The Construction Manager shall secure all necessary building permits from the Permitting Authorities and all necessary utility connection permits, the cost of which will be considered a direct cost item and shall be considered a reimbursable cost item as outlined herein. The Owner shall fully cooperate with the Contractor where necessary.

10. Job Site Requirements:

a. The Construction Manager shall provide for each of the following activities as a part of his General Conditions & Services Fee (this fee is based on and billed at the CM’S actual cost of administering the work, or the amount specified in the contract, whichever is less):

i. Maintain a log of daily activities, including manpower records, weather, delays, major decisions, etc.

ii. Maintain a roster of companies on the project with names and telephone numbers of key personnel.

iii. Establish and enforce job rules governing parking, clean-up, use of facilities and worker discipline.

iv. Provide labor relations management for a harmonious, productive project.

v. Provide and administer a safety program for the project to meet OSHA requirements. Monitor for subcontractor compliance without relieving

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them of responsibilities to perform work in accordance with the best acceptable practice.

vi. Provide and administer a quality control program as described herein.

vii. Provide miscellaneous office supplies that support the construction efforts, which are consumed by his employees.

viii. Provide for travel to and from his home office to the project site and Lake County as the project requires.

b. The Construction Manager shall provide personnel and equipment or shall arrange for separate subcontractors to provide each of the following as a direct cost item:

i. Services of independent testing laboratories and provide the necessary testing of materials to ensure conformance to contract requirements.

ii. Printing and distribution of all required bidding documents and shop drawings, including the sets required by the Permitting Authority's inspectors.

11. Job Site Administration: The Construction Manager shall provide as part of his job site fee, job site administrative functions during construction to assure proper documentation, including but not limited to the following:

a. Job Meetings: The Construction Manager shall hold weekly progress and coordination meetings to:

i. Provide for an easy flowing and timely completed project;

ii. Implement procedures and assure timely submittals;

iii. Expedite processing approvals and return of shop drawings, samples, etc;

iv. Coordinate and expedite critical ordering and delivery of materials, work sequences, inspection and testing, labor allocation, etc;

v. Review and coordinate each subcontractor's work;

vi. Review and implement revisions to the Schedule; and

vii. Monitor and promote safety requirements, including the safety of students at or near the job site(s).

In addition, a regular monthly project status meeting will be held between the Architect, Owner, and Construction Manager.

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The Construction Manager shall use the job site meetings as a tool for preplanning of work and enforcing schedules and for establishing procedures, responsibilities, and identification of authority for all to clearly understand.

The job meetings shall be utilized to identify the party or parties responsible for follow up on any problems, delay items, or questions, and record course for solution. The Construction Manager shall ensure that each pending item is revisited at each subsequent meeting until resolution is achieved and shall require all present to make any problems or delaying event known to those present for appropriate attention and resolution.

b. Shop Drawing Submittals/Approvals: The Construction Manager shall be responsible for and shall provide staff to check shop drawings and to implement procedures for submittal and transmittal to the Architect-Engineer of such drawings for action, and closely monitor their submittal and approval process.

c. Material and Equipment Expediting: The Construction Manager shall be responsible for and shall provide staff to closely monitor material and equipment deliveries, critically important checking and follow-up procedures on supplier commitments of all subcontractors and maintain a material and equipment expediting log.

d. Payments to Subcontractors: The Construction Manager shall develop and implement a procedure for review, processing, and payment of applications by subcontractors for progress and final payments.

e. Document Interpretation: The Construction Manager shall refer all questions for interpretation of the documents prepared by the Architect-Engineer to the Architect- Engineer in written form (RFI).

f. Reports and Project Site Documents: The Construction Manager shall record the progress of the project. Submit written progress reports to the Owner and the Architect-Engineer, including information on subcontractors' work, and the percentage of completion. The Construction Manager shall keep a daily log and shall make same available to the Owner, the Architect-Engineer, and the Permitting Authority inspectors.

g. Subcontractors Progress: The Construction Manager shall prepare periodic punch lists for subcontractor's work including unsatisfactory or incomplete items and schedules for their completion.

h. Substantial Completion: The Construction Manager shall ascertain when the work or designated portions thereof are ready for the Architect-Engineer’s substantial completion inspection. The Construction Manager shall, from the Architect-Engineer's and/or Owner’s list of incomplete or unsatisfactory items, prepare a schedule for their completion indicating completion dates for the Owner’s review. If the Construction Manager wishes the Architect-Engineer to conduct a pre-substantial completion inspection in conjunction with the Construction Manager’s own forces, then the Architect-Engineer will prepare the pre-substantial punch list from which the Construction Manager will develop a completion schedule. The Architect-Engineer, after obtaining

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specific approval of the Owner, shall issue a certificate of substantial completion when work on the Architect-Engineer's pre-substantial punch list has been accomplished and the Owner has approved all such work.

i. Final Completion: The Construction Manager shall monitor all subcontractors’ performance on the completion of the project and shall provide notice to the Owner and Architect-Engineer that the work is ready for final inspection. The Construction Manager shall secure and transmit to the Owner, through the Architect-Engineer, all required guarantees, affidavits, releases, bonds and waivers, manuals, record drawings, and maintenance books, including the Final Completion form.

j. Start-up: The Construction Manager shall, with the Owner's personnel, direct the check-out of utilities, operations, systems and equipment for readiness and assist in their initial start-up and testing by the subcontractors.

k. Record Drawings: The Construction Manager shall monitor the progress of his own forces or his subcontractors on marked up field prints, which at project completion shall be sent to the Architect-Engineer and Owner.

12. Administrative Records: The Construction Manager will maintain at the job site, originals or copies of, on a current basis, files and records such as, but not limited to the following:

a. Contracts or Purchase Ordersb. Shop Drawing Submittal/Approval Logsc. Equipment Purchase/Delivery Logsd. Contract Drawings and Specifications with Addendae. Warranties and Guaranteesf. Cost Accounting Recordsg. Labor Costsh. Material Costsi. Equipment Costsj. Cost Proposal Requestk. Payment Request Recordsl. Meeting Minutesm. Cost-Estimatesn. Bulletin Quotationso. Lab Test Reportsp. Insurance Certificates and Bondsq. Contract Changesr. Purchase Orderss. Material Purchase Delivery Logst. Technical Standardsu. Design Handbooksv. “As-Built” Marked Printsw. Operating & Maintenance Instructionx. Daily Progress Reportsy. Monthly Progress Reportsz. Correspondence Filesaa. Transmittal Records

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ab. Inspection Reportsac. Daily Logsad. Bid/Award Informationae. Bid Analysis and Negotiationsaf. Punch Listsag. PMIS Schedule and Updatesah. Suspense (Tickler) Files of Outstanding Requirementsai. Policy and Procedure Manual

The Construction Manager shall ensure that all project records are available at all times to the Owner and Architect-Engineer for reference or review.

13. Owner Occupancy

a. The Construction Manager shall provide services during the pre-construction and construction phases, which will provide a smooth, successful, and timely Owner occupancy of the project. The Construction Manager shall provide consultation and project management to facilitate Owner occupancy and provide transitional services to get the work, as completed by the contractors, “on line” in such conditions as will satisfy Owner’s operations requirements.

b. The Construction Manager shall conduct the preliminary punch list inspection with the Owner and Architect-Engineer and shall coordinate the completion of all punch list work to be done with the Owner occupancy requirements in mind. The Owner and/or Architect-Engineer may also prepare a punch list, which shall also be timely completed by the Construction Manager.

c. The Construction Manager shall catalog operational and maintenance requirements of equipment to be operated by maintenance personnel and convey these to the Owner in such a manner as to promote their usability. The Construction Manager shall provide operations training, in equipment use, for building operators.

d. The Construction Manager shall secure all required guarantees and warranties and shall assemble and deliver same to the Owner in a manner that will facilitate their maximum enforcement and assure their meaningful implementation.

e. The Construction Manager shall continuously review “As-Built” Drawings and mark up progress prints to provide as much accuracy as possible.

14. Representations and Warranties:

By executing this Agreement, Construction Manager makes the following express representations and warranties to Owner:

a. The Construction Manager warrants that all labor and materials shall conform to the plans and specifications and that all work shall be performed in a competent and workmanlike manner and consistent with good building practices. The Construction Manager further warrants that all materials and equipment will be new and of good quality and free from defects. With respect

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to the same work, the Construction Manager further agrees to correct all work found by the Owner to be defective in either material or workmanship or not in conformance with the Drawings and Specifications for a period of one (1) year from the Date of Substantial Completion or for such longer periods of time as may be set forth with respect to specific warranties contained in the trade sections of the Specifications. The Construction Manager shall collect and deliver to the Owner any specific written warranties given by others as required by the Contract documents. Also, the Construction Manager shall conduct, jointly with the Owner and the Architect-Engineer, a warranty inspection nine (9) months after the date of Substantial Completion.

b. Construction Manager is professionally qualified to act as the construction manager for the Project and has, and shall maintain, any and all licenses, permits, and other authorizations necessary to act as the construction manager for the Project and to perform the Services required hereunder.

c. Construction Manager has become familiar with all design and construction documents generated to date and will become familiar with all generated hereafter, and has become familiar with the Project site and the local conditions under which the Project is to be constructed.

d. Construction Manager has the capability and experience, including sufficient qualified and competent supervisory personnel, to efficiently and timely accomplish the Work and perform the Services, and Construction Manager will continuously furnish sufficient personnel to accomplish the Work and perform the Services in a timely and proper manner.

e. Construction Manager shall comply, and shall cause all Subcontractors to comply, with all Applicable Laws.

f. Construction Manager assumes full responsibility to Owner for the acts and omissions of its officers, employees, Subcontractors, consultants, and others employed or retained by it or them in connection with the performance of the Services or the Work.

g. All obligations related to or arising from all representations and warranties made in the Contract Documents shall be obligations of, and shall be deemed incorporated in, the performance bond furnished by the Construction Manager.

h. Enumerated Representations And Warranties Not Exhaustive. The representations and warranties enumerated in this Section operate in addition to, and shall in no way supersede, limit, or restrict any other duty, responsibility, representation, or warranty, express or implied, created or required by the Contract Documents or by law.

IV. OWNER’S RESPONSIBILITIES

A. Owner’s Information: Upon request, the Owner shall provide information regarding his requirements for the project to the Construction Manager.

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B. Owner's Representative: The Owner shall designate a representative who shall be fully acquainted with the project. The Owner’s Representative shall communicate with the Construction Manager regarding the Owner’s review and approval of the Project Construction Budget and changes in the Project. The Owner’s Representative shall render decisions promptly and furnish information expeditiously. The Owner shall inform the Construction Manager if a change is made in the Owner’s Representative.

C. Architect-Engineer's Agreement: The Architect-Engineer’s services, duties and responsibilities are described in the Agreement between the Owner and the Architect-Engineer, a copy of which will be furnished to the Construction Manager. The Construction Manager shall be notified of any written modification affecting the responsibilities of the Architect-Engineer on the job.

D. Site Survey and Reports: The Owner shall provide to the Construction Manager and/or the Architect-Engineer all surveys in his possession describing the physical characteristics, soil reports, subsurface investigations, utility locations, easements and deed restrictions and legal descriptions.

E. Approvals and Easements: The Owner agrees to pay for the expense for any disputes relating to the ownership and use of the property, which might arise during the course of construction.

F. Drawings and Specifications: The Construction Manager will be furnished a reproducible set of all copies of Drawings and Specifications reasonably necessary and ready for printing.

G. Cost of Surveys & Reports: The services, information, surveys, and reports required by Section IV(D) shall be furnished in accordance with the approved schedule at the Owner’s expense.

H. Project Fault Defects: If the Owner becomes aware of any fault or defect in the Project or non-conformance with the drawings and specifications, then he shall give written notice thereof to the Construction Manager and the Architect-Engineer.

I. Lines of Authority: The Owner shall establish and maintain lines of authority for his personnel and shall provide this definition to the Construction Manager and all other affected parties.

J. Permitting and Code Inspections: The Construction Manager recognizes and agrees to coordinate with the Permitting Authorities and the Owner shall assist in such coordination to the extent practicable.

K. Funding: The Owner shall furnish in accordance with the established schedule, reasonable evidence satisfactory to the Contractor that sufficient funds will be available and committed for the cost of each part of the Project. The Construction Manager shall not commence any work, unless authorized in writing by the Owner

L. Lines of Communication: The Owner shall, during normal conditions regarding the performance of work under this Agreement, endeavor to communicate with the subcontractors or suppliers only through the Construction Manager. The Owner, however, reserves the right to communicate directly with any subcontractor or supplier, regarding any dispute, and/or regarding any circumstance outside the normal performance of work under this Agreement or

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any subcontract thereof. The Owner shall not attempt to direct the work of any subcontractor or interfere with work of the Construction Manager or any subcontractor.

V. PERMITTING AND INSPECTION

Before Construction can begin, it will be necessary for the Construction Manager to obtain a Building/Development Permit(s). In addition, construction may be inspected for code compliance by inspectors working for the Permitting Authority. The building permitting and code inspection requirements shall be as described in Sections V(A) and V(B) below.

A. Building Permits: The Construction Manager shall provide the following information to the Permitting Authority and shall thereafter obtain approval from the Permitting Authority prior to beginning construction:

1. Two (2) sets of documents, signed, sealed, and dated by the Architect-Engineer, with all addenda enclosed with each set. These documents may be sent to the Permitting Authority prior to sending the Building Permit Application.

B. Code Inspections: The Construction Manager understands that all projects require detailed code compliance inspection during construction in disciplines determined by the Permitting Authority. These disciplines normally include, but are not necessarily limited to, structural, mechanical, electrical, plumbing and general building.

1. The Construction Manager shall notify the appropriate inspector(s), or the Architect-Engineer's representative, no less than twenty-four (24) hours in advance, that the work is ready for inspection and before the work is covered up. The Construction Manager shall ensure that any work not inspected and approved prior to cover-up shall be uncovered for inspection, if or when directed by the Permitting Authority, at the Construction Manager’s sole expense.

2. The Construction Manager shall have a written record of the Construction Manager’s acceptance of periodic inspections made by the Construction Manager’s forces. The Architect-Engineer shall also inspect such Work and sign off on a form provided by the Construction Manager.

3. All inspections shall be made for conformance with the applicable building codes and conformance with the plans and specifications and any approved qualifications or exceptions outlined in the GMP amendment.

4. Any and all costs for all re-inspections of work found defective and subsequently repaired shall be borne by the Construction Manager.

VI. SUBCONTRACTORS

A. Definition: A Subcontractor is a person or organization who has a direct contract with the Construction Manager to perform any work at the site. Nothing contained in this Agreement, in any Contract Document, or in any subcontractor agreement does or shall create any contractual relation between the Owner or Architect-Engineer and any subcontractor.

B. Proposals: Subject to Section X herein, and in accordance with Section III herein, the Construction Manager shall request and receive proposals from subcontractors and suppliers

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and shall award those contracts to the lowest responsive bidder after the Construction Manager has reviewed each proposal and is satisfied that the subcontractor is qualified to perform the work. (See III.D.5.d)

C. Required Subcontractors' Qualifications and Subcontract Conditions:

1. Subcontractual Relations: By an appropriate written agreement, the Construction Manager shall require each subcontractor, to the extent of the work to be performed by the subcontractor, to be bound to the Construction Manager by the terms of the Contract Documents, and to assume toward the Construction Manager all the obligations and responsibilities which the Construction Manager by these Documents, assumes toward the Owner and the Architect-Engineer under the Contract Documents with respect to the Work to be performed by the subcontractor so that the subcontracting thereof will not prejudice such rights. The Construction Manager shall require each subcontractor to enter into similar agreements with his respective sub-subcontractors.

The Construction Manager shall make available to each proposed subcontractor, prior to the execution of the subcontract, copies of the Contract Documents to which the subcontractor will be bound by this Section and shall identify to the subcontractor any terms and conditions of the proposed subcontract which may be at variance with the Contract Documents. Each subcontractor shall similarly make copies of such Documents available to his sub- subcontractors.

2. On all subcontracts where the bid exceeds One Hundred Thousand and No/100 ($100,000.00) Dollars, the Construction Manager may require subcontractors to provide a one hundred percent (100%) performance bond and a one hundred percent (100%) labor and material payment bond or other acceptable security from a surety company authorized to do business in the State of Florida by the Department of Insurance. The Construction Manager may utilize the Subguard insurance product. However, since this is a Claims-made product the term of the policy must remain in effect during the term of this Agreement and for eighteen (18) months from the date of Final Completion to protect Owner in the event defective work is found. The Owner must be apprised immediately of any non-renewal or cancellation of the Subguard insurance product. The Construction Manager must indicate any and all deductible amounts and provide evidence of the ability to pay for such amounts should the deductible be invoked.

3. Subcontract bidders must submit a completed experience questionnaire to the Construction Manager on a form approved by the Construction Manager. The subcontractors' financial condition must demonstrate that adequate fixed and liquid assets and equipment are available to properly perform the subcontract.

4. Workforce: The subcontractor must agree to perform no less than five percent (5%) of the required project construction work utilizing its own employees.

5. Subcontractor Experience: The subcontractor must have successfully completed no less than two (2) projects of similar size and complexity within the last five (5) years.

6. Supervision: The subcontractor must agree to provide field (on-site) supervision through a named superintendent for each trade (general concrete forming and placement, masonry, mechanical, plumbing, electrical and roofing) included in the subcontract. In addition, the subcontractor shall assign and name a qualified employee

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for scheduling direction for its work. The supervisory employees of the subcontractor (including field superintendent, foreman and schedulers at all levels) must have been employed in a supervisory (leadership) capacity of substantially equivalent level on a similar project for at least two (2) years within the last five (5) years.

The subcontractor shall include a resume of experience for each employee identified by him to supervise and schedule his work.

7. All subcontracts shall provide the following:

a. Limitation of Remedy - No Damages for Delay: That the subcontractor's exclusive remedy for delays in the performance of the contract caused by events beyond its control, including delays claimed to be caused by the Owner or Architect-Engineer or attributable to the Owner or Architect-Engineer and including claims based on breach of contract or negligence, shall be an extension of its contract time.

In the event of a change in the work, the subcontractor's claim for adjustments in the contract sum are limited exclusively to its actual costs as proposed in its bid documents plus no more than fifteen (15) percent for overhead, bond and profit. For changes in the Project, please refer to Change in the Project at, XI.

The subcontract shall require that the subcontractor expressly agree that the foregoing constitute its sole and exclusive remedies for delays and changes in the work and thus eliminate any other remedies for claim for increase in the contract price, damages, losses, or additional compensation.

b. Each subcontract shall require that any claims by subcontractor for delay or additional cost must be submitted to the Construction Manager within the time and in the manner in which the Construction Manager must submit such claims to the Owner, and that failure to comply with the conditions for giving notice and submitting claims shall result in the waiver of such claims.

c. The subcontract shall be exclusively between the Construction Manager and all subcontractors. Each such subcontract agreement shall require that the subcontractor by bound by the terms and conditions of this Agreement.

D. Responsibilities for Acts and Omissions: The Construction Manager shall be responsible to the Owner for the acts and omissions of his employees and agents and his subcontractors or their sub-subcontractors, their agents and employees, and all other persons performing any of the work or supplying materials under a contract to the Construction Manager.

E. Subcontracts to be Provided: The Construction Manager shall include a copy of the subcontract, including the general supplementary conditions, in the Policy and Procedure Manual.

VII. SCHEDULE, TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

A. At the time the Guaranteed Maximum Price (GMP) is established, as provided for in Article VIII, the Construction Team shall establish the following: (1) a notice to proceed date; (2) a project substantial completion date; (3) an Owner Occupancy date for completion of the Project

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in accordance with the Master Project Schedule; and (4) a project final completion date. The Construction Manager agrees to complete the construction in accordance with the agreed upon substantial and final completion dates. The Construction Manager acknowledges that failure to complete the Project within the construction time set forth in the approved schedule will result in substantial damages to Owner that are difficult to ascertain. The Construction Manager shall be assessed liquidated damages in the amount of $TBD Dollars, per calendar day, for each day completion is extended beyond the agreed upon Project Substantial Completion date. The Construction Manager hereby expressly waives and relinquishes any right which it may have to seek to characterize the above noted liquidated damages as a penalty, which the parties agree represents a fair and reasonable estimate of Owner’s actual damages at the time of contracting if Construction Manager fails to complete the Work in a timely manner and in accordance with the substantial completion date established by the parties.

B. The date of Substantial Completion of the project or a designated portion thereof is the date when construction is sufficiently complete in accordance with the Drawings and Specifications so the Owner can occupy or utilize the Project or designated portions thereof for the use for which it is intended. Warranties called for by this Agreement or by the Drawings and Specifications shall commence on the Date of Substantial Completion of the Project or designated portion thereof.

VIII. GUARANTEED MAXIMUM PRICE FOR CONSTRUCTION

A. At such time designated by the Owner, the Construction Manager will establish and submit in writing to the Owner for his approval, a Guaranteed Maximum Price, guaranteeing the maximum price to the Owner, for the construction cost of the Project or designated part thereof. Such Guaranteed Maximum Price shall only be subject to modification for changes in the Project as provided in Section XI, however, the actual price paid for the work by the Owner shall either be:

1. the actual cost of all subcontracts, supply contracts, general conditions fee, pre-construction/design phase fee and direct job costs, as defined under Section X, plus the Construction Manager’s fees, or

2. the GMP,

whichever is the lesser when the work is finally complete.

B. Upon completion of the Project, if the total cost of the work is less than the final GMP (taking into account any adjustments made during the term of the Agreement), then the Owner will be entitled to retain any unused funds.

C. The GMP will include those applicable taxes in the cost of the project, which are legally enacted at the time the GMP is established. Should any taxes be enacted after the GMP, then the GMP shall be increased by the same amount.

D. At the time of submission of a Guaranteed Maximum Price, the Construction Manager will verify the time schedule for activities and work that were adopted by the Construction Team and used to determine the Construction Manager’s cost of work. The Construction Manager shall also provide for Contingency Funds in the GMP as required by this Agreement. The Owner has the right to determine the allocation of the contingency and contingency will not be used without the written authorization of the Owner The Construction Manager will be required

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to furnish documentation evidencing expenditures charged to this contingency prior to the release of funds by the Owner. Documentation for use of the contingency shall be determined by the Construction Team, included in the Policy and Procedure Manual, and displayed monthly in the PMIS. If bids are received below the applicable line item in the GMP the surplus will be deducted from the GMP and added to the Construction Manager’s contingency. If bids are received above the applicable line item in the GMP the deficiency will be taken from the Construction Manager’s contingency; however, such events shall not be cause to increase the GMP. Upon completion of the work, should there be any remaining contingency, it will be credited to the Owner and will not be subject to any shared savings. Except as provided in Section XIII of this Agreement, at no time during the course of this Agreement will the original schedule of values be adjusted without proper documentation. Such documentation shall be sufficient enough to create an adequate audit trail of the changes and shall be submitted to owner for approval within 30 days of any changes made to the schedule of values.

E. If any bid package consistent with the Outline Specifications for which the lowest price submitted by a Subcontractor is in excess of the amount allocated by the Construction Manager for such bid package, (unless Owner through Change order changes the Scope of Work and the Guaranteed Maximum Price), one of the following shall occur: (1) the price of the bid package shall be negotiated, subject to Owner's approval, with the lowest responsive bidder, or (2) re-bid to the end that such bid package becomes equal to, or less than the Construction Manager’s estimate for that package, or (3) at the Owner's sole option to achieve such price equality, Owner may require Architect-Engineer to make certain changes in the Drawings and Specifications as are necessary to bring that particular package into line, consistent with Owner's program and the Project's financial feasibility.

F. The Construction Manager understands and agrees that any delays resulting from re-bid caused by any action, inaction, or negligence by the Construction Manager shall not be grounds for extension of substantial completion.

IX. CONSTRUCTION MANAGER’S FEE

In consideration of the performance of the contract, the Owner agrees to pay the Construction Manager, as compensation for his services, fees, as set forth in Sections IX(A), IX(B), and IX(C) below.

A. Pre-Construction Phase Fees: For the performance of services set forth in this Agreement and in the plans and specifications during the design phase of this Project; a total fixed fee of $ .

B. Construction Phase General Conditions Fee: For the performance of the services set forth in this Agreement and in the plans and specifications for the construction of the Project entitled: RFQ #3658BM – Construction Manager for HVAC Campus Wide Renovation and Remodeling Project at Umatilla Middle School, a total fixed fee of $ Dollars, which is part of the GMP, and which will be paid to the Construction Manager in the following manner:

1. An initial payment of $ Dollars will become due and payable thirty (30) days following written issuance of Notice to Proceed by the Owner.

2. The balance of the general conditions fee, $ Dollars, shall be paid proportionally to the ratio of the cost of work in place, as defined in Section IX(C) herein, and shall be invoiced and paid monthly to the Construction Manager, after approval of such work and progress application by the Owner. The Construction Manager shall include in

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each monthly progress application for payment, a line item for an equal portion of the percent of work completed for that period of its fees over the term of the Agreement.

If the design and construction is authorized only for a part of the project, the fee paid shall be proportionate to the amount of work authorized by the Owner.

3. Costs and Expenses Included in Fee: The following are included in the Construction Manager’s fee for services during the Construction Phase. Any statutory limitation on payroll taxes shall not be exceeded. Any fringe rate changed shall be the lesser of actual cost or % of the employee’s actual base hourly rate. All salaries, operating expenses, costs of data processing, fees, and general costs as provided below shall be submitted to Owner in writing as required by Exhibit “A”.

a. Salaries or other compensation of the Construction Manager’s employees at his principal office and branch office for services directly related to the project.

b. General operating expenses specifically related to this project of the Construction Manager’s principal and branch offices.

c. The costs of all data processing staff performing services specifically related to this project.

d. Salaries or other compensation of the Construction Manager’s employees at the job site. The Construction Manager’s personnel to be assigned to the site during the Construction Phase under the Construction Phase General Conditions Fee, their duties and responsibilities and the duration of their assignment are shown on Exhibit ”A”.

e. General operating expenses incurred in the management and supervision of the project, except as expressly included in Section X.

f. Those services specifically set forth in Section III(D)(9)(a), logs, etc.

g. Job office supplies, including paper, pencils, paper clips, file folders, staples, etc., and janitorial supplies (photocopy or blue print paper not included).

h. Relocation expenses for Construction Manager’s personnel.

i. Any required assistance in Owner direct purchasing of materials and/or equipment.

4. Adjustment in Fee: For changes in the Project as provided in Section XI, the construction phase fee shall be adjusted as follows:

a. The Construction Manager shall be paid additional General Conditions as provided below only if the Construction Manager is placed in charge of the reconstruction of an insured or uninsured loss, excluding any condition that may have been caused from acts of omission or commission or negligent acts by the Construction Manager, subcontractors or others for whose acts the Construction Manager is responsible.

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b. Should the duration of the construction as specified in this Agreement be extended beyond months after the Notice to Proceed and after the GMP, receipt of final drawings and specifications and receipt of all necessary permits, whichever is later, due to no fault of the Construction Manager, the Construction Manager’s general conditions may be extended by $ Dollars per working day (working day shall mean Monday through Friday, exclusive of any legal holiday) for each day or portion thereof adjusted by executed change orders. A maximum of $ Dollars per day will be limited to only 30 consecutive working days. However, should the Owner elect to reduce the on-site staff level, then the extended general conditions shall be re-negotiated to reduce the daily costs provided above.

C. Overhead and Profit Fee for Construction Phase: For overhead, profit and general expenses of any kind, except as may be expressly included in Section X, for services provided during and related to the construction phase, the fee shall be % percent of the total original approved GMP, excluding the Pre-Construction Phase fee, Construction Phase General Conditions Fee, and the Overhead and Profit Fee addressed in this Section, the Owner’s contingency, and the Construction Manager’s contingency. Said fee shall be paid proportionally to the ratio of the cost of the work in place, including stored materials and less retainage, as it bears on the latest estimate of the GMP. The balance of the fee shall be paid when construction of the project is finally completed, inspected and approved by the Owner. If construction is authorized only for a part of the project, the fee paid shall be proportionate to the amount of work authorized by the Owner. The Construction Manager’s exclusive remedy for any adjustments in the Overhead and Profit for construction phase is provided in Sections IX(C)(1) and IX(D) below.

1. The Construction Manager shall not be due any additional Overhead and Profit Fee on increases in the original approved GMP that do not exceed $ Dollars. Should the GMP be increased for scope of the work changes by more than $ Dollars, by request of the Owner, under the contingency terms of Section VIII, or the terms of Section XI, due to no fault of the Construction Manager, the Construction Manager’s Overhead and Profit for the Construction Phase Fee shall not exceed % of that portion of the accumulative increases or decreases in the GMP for changes in the Scope by more than $ Dollars. The Construction Manager shall not reduce the Overhead and Profit Fee for deductive changes in the work such as value engineering, cost savings substitution, deductive alternatives, or the like, that were generated through his efforts.

D. Self-Performance by Construction Manager: The Construction Manager shall not self perform any of the requirements of this Agreement unless the self-performance is approved by Owner in writing and only upon justification of benefits to the contract such as savings in cost, time, improved quality or other issues relevant to delivery of the Project. The Construction Manager may perform construction services in cases where Owner determines in writing that an emergency exists and directs Construction Manager to perform services under this Agreement. The Construction Manager shall then follow procedures approved by Owner. Any self-performance by Construction Manager, excluding self-performance in emergency situations, shall not exceed $50,000.

E. Construction Manager’s Exclusive Remedy: In the event the construction Substantial or Final Completion date is extended, regardless of whether delay is caused by any act or neglect of the Owner or the Architect-Engineer, or attributable to the Owner or the Architect-Engineer, the Construction-Manager’s sole and exclusive remedy is an extension of the construction

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completion date and the possible payment of additional general conditions and Overhead and Profit fees as outlined herein.

X. COST OF THE PROJECT

A. Definition: The term Cost of the Project (or Project Costs) includes and shall mean expenses necessarily incurred in the Project during the Construction Phase for construction services and which are paid by the Construction Manager which are not included in the Construction Phase Fee. The Owner agrees to pay the Construction Manager for the Cost of the Project as defined in Section X. Such payment shall be in addition to the Construction Manager’s fees stipulated in Section IX. The cost of the Project shall not include: Salaries and other compensation of the Construction Manager’s personnel stationed at the Construction Manager’s principal offices other than the site office and any expenses of the principle office other than those included in Section IX (B).

B. Project Cost Items - General Requirements:

1. Costs reimbursed under this subsection shall require prior written approval of Owner.

2. Cost of all materials, supplies, and equipment incorporated in the Project, including costs of transportation and storage thereof to or from the project site only and not the Principal office.

3. Payments due to subcontractors from the Construction Manager or made by the Construction Manager to subcontractors for their work performed pursuant to contract under this Agreement.

4. Costs including transportation and maintenance of all materials, supplies, equipment, temporary facilities and hand tools not owned by the workmen, which are employed or consumed in the performance of the work, cost on such items used but not consumed which may be turned over to the Owner at the end of the project and cost less salvage value on such items used but not consumed which remain the property of the Construction Manager.

5. Rental charges on all necessary machinery and equipment, exclusive of hand tools used at the site of the Project, whether rented from the Construction Manager or other, including installation, repairs and replacements, dismantling, removal, costs of lubrication, transportation and delivery costs thereof, which are used in the support of subcontractor in the performance of the work, at rental charges consistent with those prevailing in the area.

6. Cost of the premiums for all insurance and cost of premiums for all bonds which the Construction Manager is required to procure by this Agreement specifically for the construction project. The 100% Payment and Performance Bond is the only obligation the Owner has to the Construction Manager for bonding costs.

7. Sales, use, gross receipts or similar taxes related to allowable direct costs of the Project imposed by any governmental authority, and for which the Construction Manager is liable.

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8. The cost of corrective work subject to the GMP and except for any corrective work made necessary because of defective workmanship or other causes contributed to by the Construction Manager or his subcontractors or suppliers.

No costs shall be paid by the Owner to the Construction Manager for any expenses made necessary to correct defective workmanship or to correct any work not in conformance with the Plans and Specifications or to correct any deficiency or damage caused by negligent acts by the Construction Manager.

9. Minor expenses at the site, such as telegrams, long distance telephone calls, telephone service, expressage, postage, and similar petty cash items in connection with the Project to be billed at cost.

10. Costs for trash and debris control and removal from the site.

11. Cost incurred due to an emergency affecting the safety of persons and property.

12. Legal costs reasonable and properly resulting from prosecution of the Project for the Owner, including handling claims for changes by Subcontractors and Vendors, subject to the following limitations:

a. The Owner must specifically approve any such costs in writing prior to their being incurred; and

b. The legal costs were not incurred as a result of the Construction Manager’s own negligence or default.

This paragraph does not provide for payment of legal costs incurred in preparing or asserting claim or requests, by the Construction Manager itself, for change orders or in enforcing the obligations of this Agreement.

13. All costs directly incurred in the performance of the Project for the benefit of the Project and not included in the Construction Manager’s fees as set forth in Section IX.

14. Extraordinary transportation outside of Lake County for those personnel employed directly for the project, not including relocation expenses. Such transportation must be approved in advance by the Owner, and may be in accordance with the Construction Manager’s standard personnel policy but not exceeding the limits established by Florida Statutes 112.061.

15. Costs of all reproductions used for bidding or information purposes required by the project to directly benefit the project.

16. Costs for watchman and security services for the project.

17. Costs for efficient logistical control of the site, including horizontal and vertical transportation of materials and personnel. Also, costs for adequate storage and parking space.

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18. Costs for such temporary facilities during construction, as approved by the Owner, including temporary water, heat, power, sanitary facilities, telephones, radios, and computers with software.

19. Costs for any jobsite items not referenced herein, not normally provided by the subcontractors, which will be provided by the Construction Manager as required to complete the work.

C. Direct Purchase by Owner: Each Subcontractor shall include Florida State and other applicable sales taxes for all material, supplies and equipment included in his bid.

The Owner may, if not prohibited by law, exercise a right to purchase directly various construction materials, supplies and equipment that may be a part of the Project. If so, the Owner will, via its purchase orders, purchase materials and assist the Construction Manager in the preparation of such purchase orders. The Owner shall issue a Certificate of Entitlement to each vendor and the Construction Manager through its Purchasing Department in the form attached hereto as Exhibit “B”. The Owner’s purchase order for tangible personal property to be incorporated into the Project must be attached to the Certificate of Entitlement. The Owner shall issue a separate Certificate of Entitlement for each purchase order. The materials shall be purchased from the vendor suppliers selected by the Subcontractor, for the prices negotiated by the Subcontractor. The Construction Manager will prepare all purchase orders for the Owner and will coordinate the purchase of the materials in a timely manner so as not to negatively impact on the performance of the construction activity of the project.

The subcontract amount shall be reduced by the net, undiscounted amount of these purchase orders, plus all sales taxes. Issuance of the purchase orders by the Owner shall not relieve the Subcontractor or Construction Manager of any of his responsibilities regarding material purchases, or installation, with the exception of the payments for the materials so purchased. The Construction Manager shall remain fully responsible for coordination, correct quantities ordered, submittals, protection, storage, scheduling, shipping, security, expediting, receiving, installation, cleaning and all applicable warranties.

XI. CHANGE IN THE PROJECT

A. Change Orders: The Owner, without invalidating this Agreement, may order changes in the Project within the general scope of this Agreement consisting of additions, deletions, or other revisions, with the GMP and the Construction Completion Date being adjusted accordingly. All changes in the Project not covered by an authorized contingency shall be authorized by Change Order signed by the Owner before the change is implemented.

1. A Change order is a written order to the Construction Manager signed by the Owner issued after the execution of this Agreement, authorizing a Change in the Project and/or an adjustment in the construction authorization, the Construction Manager’s fees, or the Construction Completion date.

2. The increase or decrease in the GMP resulting from a change in the Project shall be determined in one or more of the following ways:

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a. By mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation by the Architect-Engineer and Owner;

b. By unit prices stated in the Agreement or subsequently agreed upon;

c. By cost as defined in Section X and a mutually acceptable fixed or percentage fee; or

d. By the method provided in Section XI(A)(3) below.

3. If none of the methods set forth in Section XI(2) are agreed upon, the Construction Manager, provided he receives a written order signed by the Owner, shall promptly proceed with the Work involved. The cost of such work shall then be determined on the basis of the reasonable expenditures and savings of those performing the Work attributed to the change. However, in the event a Change Order is issued under these conditions, the Owner through the Architect-Engineer will establish an estimated cost of the work and the Construction Manager shall not perform any work whose cost exceeds that estimate without prior written approval by the Owner. In such case, and also under Section XI(A)(2) above, the Construction Manager shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data of the increase in the cost of the Project as outlined in Section X. The amount of the decrease in the GMP to be allowed by the Construction Manager to the Owner for any deletion or change which results in a net decrease in cost will be the amount of the actual net decrease.

4. If unit prices are stated in the Agreement or are subsequently agreed upon, and if the quantities originally contemplated are so changed in a proposed Change Order and that application of the agreed unit prices to the quantities of Work proposed will cause substantial inequity to either the Owner or the Construction Manager, then the applicable unit prices and GMP may be equitably adjusted at the discretion of the Owner.

5. Should concealed conditions encountered in the performance of the Work below the surface of the ground or should concealed or unknown conditions in an existing structure be at a variance with the conditions indicated by the Drawings, Specifications, or Owner furnished information or should unknown physical conditions below the surface of the ground or should concealed conditions in an existing structure of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, be encountered, the GMP and the Construction Completion date shall be equitably adjusted by Change Order upon a request for Change Order in accordance with Section XI(A)(2).

6. In the event the Construction Manager encounters on the site material reasonably believed to be hazardous, petroleum or petroleum related products, or other hazardous or toxic substances the Construction Manager shall immediately stop Work in the area affected and report the condition to the Owner and the Architect-Engineer in writing. The work in the affected area shall not thereafter be resumed except by written agreement of the Owner and the Construction Manager if in fact the material or substance has not been rendered harmless or adequately addressed. The Work in the affected area shall be resumed when the site has been rendered harmless or adequately addressed, by written

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agreement of the Owner and Construction Manager, or in accordance with the a recommendation to the Owner from the Architect-Engineer.

The Construction Manager shall not be required under the terms of the Contract to perform without its consent any Work relating to hazardous materials, petroleum or petroleum related products, or other hazardous or toxic substances.

B. Claims for Additional Cost or Time.

1. The Construction Manager shall submit a change order for all claims for additional cost or time.

2. If the Construction Manager is delayed at any time in the progress of the work by any act or negligence of the Owner or the Architect-Engineer, or of any employee of either or by any separate Contractor employed by the Owner or by any changes ordered in the work necessitated by labor disputes, fire, unavoidable casualties or any causes beyond the Construction Manager’s control or by delay authorized by the Owner pending resolution of disputes, and such delay extends the completion date, the Substantial Completion shall be extended by Change Order for such reasonable time as the Owner may determine.

Only delays which are determined to extend the critical path of the schedule for constructing the project may result in a time extension.

C. Minor Changes in the Project

The Architect-Engineer shall have authority to order minor changes in the Project not involving a change in cost or an extension of the Construction Completion Date and not inconsistent with the intent of the Drawings and Specifications and the Construction Manager shall abide by and perform such minor changes. Such changes shall be effected by written order, which must be approved in advance by the Owner. Documentation of changes shall be determined by the Construction Team, included in the Policy and Procedure Manual and displayed monthly in the PMIS.

D. Emergencies

In any emergency affecting the safety of persons or property, the Construction Manager shall act at his discretion, to prevent threatened damage, injury or loss. Any increase in the Guaranteed Maximum Price or extension of time claimed by the Construction Manager on account of emergency work shall be determined as provided in Section XI.

XII. DISCOUNTS

All discounts for prompt payment shall accrue to the Owner to the extent the Cost of the project is paid directly by the Owner, or from a fund made available by the Owner to the Construction Manager for such payments. To the extent the Cost of the Project is paid with funds of the Construction Manager, all cash discounts shall accrue to the Construction Manager. All trade discounts, rebates and refunds, and all returns from sale of surplus materials and equipment, shall be credited to the Cost of the Project. All penalties incurred due to fault of the Construction Manager for late payment of cost of the project will be paid by the Construction Manager.

XIII. PAYMENTS TO THE CONSTRUCTION MANAGER

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A. Monthly Statements: The Construction Manager’s monthly Applications for Payment shall be in such form and contain such detail and backup as Owner reasonably may require. Prior to submitting its first monthly Application for Payment, Construction Manager shall submit to Owner and Architect-Engineer, for their review and approval, a Schedule of Values. After its approval by Owner, that Schedule of Values shall be used as the basis for Construction Manager’s monthly Applications for Payment. The approved Schedule of Values shall only be updated when necessary to reflect current Change Orders and Construction Change Directives and shall be submitted each month to the Architect-Engineer along with a completed and notarized copy of the Application for Payment. At the time it submits its GMP proposal to Owner, Construction Manager also shall submit to Owner and Architect-Engineer, for their review, a revised Schedule of Values based upon the GMP proposal; all in C.S.I. format, listing the major elements of the Work and the dollar value for each element. That revised Schedule of Values, as further revised to reflect the final negotiated GMP amount and as approved by Owner, will be attached to the GMP Amendment and shall be used as the basis for Construction Manager’s monthly Applications for Payment thereafter. This revised Schedule of Values shall be updated for the current month Change Orders and Construction Change Directives and submitted each month to Owner along with a completed and notarized copy of the Application for Payment.

The Construction Manager shall submit to the Owner a sworn statement, along with the cost reports required under Section III, showing in detail all monies paid out, costs accumulated or cost incurred on account of the Cost of the Project during the previous period and the amount of the Construction Manager’s fees due as provided in Section IX. Such sworn statement and costs reports shall be submitted to Owner on or before the 25th day of each month for Work performed during the previous month. Statements and costs reports received after the 25 th day of each month shall be considered for payment as part of the next month’s application. Within seven (7) calendar days after receipt of each Application for Payment, Architect-Engineer shall submit to Owner a Certificate for Payment in the amount recommended by Architect-Engineer as being due and owing Construction Manager. Owner shall pay Construction Manager that portion of Architect-Engineer’s Certificate for Payment, which Owner approves as being due and owing Construction Manager within thirty (30) calendar days of Owner’s receipt of the Certificate for Payment. Ten percent (10%) retainage for all subcontractors shall be held to be paid as outlined in this Agreement, until the contract is fifty percent (50%) complete; except, upon written approval of the Owner, certain suppliers and subcontractors may be paid the entire amount due when such payment is generally the practice of the industry. At the point when retainage held by the Owner is equal to five percent (5%) of the GMP, the Owner may, at its sole discretion, elect to limit retainage deductions to that necessary to maintain a retainage level of five percent (5%) of the Owner’s Construction Budget. Retainage shall not be withheld on fees or services set forth in Section IX. Owner reserves the right, at its sole discretion, to further reduce or release any portion of such retainage prior to final payment. Provided, however, nothing in this Section shall preclude or limit the Owner’s right to withhold payment as otherwise permitted by the terms of the Contract Documents or as permitted by law including, but not limited to, retaining or withholding payment as set off.

The Construction Manager shall ensure that each pay request is accompanied by lien releases and partial waivers of claim in a form acceptable to the Owner for the full amount of the payments made for the last payment period ending thirty (30) days prior to the current period for which payment is requested. Provision of such lien releases and waivers of claim shall be a condition precedent to Owner’s duty to make payments to Construction Manager.

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Each pay request shall bear the signature of Construction Manager's project manager, which signature shall constitute Construction Manager's representation to Owner that the Services and the Work indicated in the pay request have progressed to the level represented, have been properly and timely performed as required herein, that no Work has been knowingly covered contrary to the request of the Owner’s Representative or the Architect-Engineer, or contrary to any provision of the Contract Documents, that the Reimbursable Expenses claimed in the pay request have been actually, necessarily, and reasonably incurred, that all obligations of Construction Manager covered by prior pay requests have been paid in full, and that, to the best of Construction Manager's knowledge, information and informed belief, the amount requested is currently due and owing, there being no reason known to Construction Manager that payment of any portion thereof should be withheld.

Monthly payments to Construction Manager shall in no way imply approval or acceptance of Construction Manager’s work.

B. Final Payment: Final payment constituting the unpaid balance of the cost of the Project and the Construction Manager’s fee, shall be due and payable within forty-five (45) days after the Project is delivered to the Owner, finished, ready for beneficial occupancy, and the Owner and Architect-Engineer have approved all of the work of the Construction Manager.

The Construction Manager understands and agrees that if there is any work remaining to be completed, that the Construction Manager, the Architect-Engineer, and the Owner shall list those items and the Construction Manager shall complete such listed items prior to receiving final payment.

The Construction Manager’s acceptance of final payment shall constitute a full waiver of any and all claims, by the Construction Manager against the Owner arising out of this Agreement or otherwise related to the Project, except those previously made in writing, identified by the Construction Manager as unsettled at the time of the final payment, and provided to Owner. Neither the acceptance of Construction Manager’s services nor payment by Owner shall be deemed to be a waiver of any of Owner’s rights against the Construction Manager.

The Construction Manager understands and agrees that Final Payment shall not become due and payable until the Construction Manager has provided all of the following to the Owner:

1. Conditional final releases of lien and or waivers of claim, in a form acceptable to the Owner, from both the Construction Manager and any and all subcontractors and/or suppliers that have furnished labor, materials, and/or services related to this Project;

2. Any and all technical and/or operation manuals and any other papers, documents, or forms specifically required by this Agreement; and

3. Written consent of the Surety to such Final Payment.

C. Payments to Subcontractors: The Construction Manager shall promptly, but not later than ten (10) days after receipt of any payment from the Owner, pay all the amount due subcontractors less a retainage of ten percent (10%) until the project is fifty percent (50%) complete. At that time, based on Construction Manager’s evaluation of each individual subcontractor's acceptable performance, the Owner may approve in writing, a reduction in retainage from ten percent (10%) to five percent (5%) for that particular subcontractor. If there should remain items to be completed, the Construction Manager and Architect-Engineer shall list those items required for

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completion and the Construction Manager shall require the retainage of a sum equal to two hundred percent (200%) of the estimated cost of completing any unfinished items, provided that said unfinished items are listed separately and the estimated cost of completing any unfinished items likewise listed separately. Thereafter, the Construction Manager shall pay to the subcontractors, monthly, the amount retained for each incomplete item after each of said items is completed. Before issuance of final payment without any retainage, the subcontractor shall submit satisfactory evidence that all payrolls, material bills and other indebtedness connected with the Project have been paid or otherwise satisfied, warranty information is complete, as-built markups have been submitted and instruction for the Owner's operating and maintenance personnel is complete.

Final payment may be made to certain select subcontractors whose work is satisfactorily completed prior to the total completion of the Project but only upon approval of the Owner.

Construction Manager shall not permit any notice of lien or charge to attach to the Work or the premises upon which the Work is being performed. If any lien does so attach, Construction Manager shall promptly procure its discharge and hold Owner harmless from any losses, costs, damages or expenses (including attorney’s fees) incidental thereto.

D. Delayed Payments by Owner: If the Owner should fail to pay the Construction Manager within thirty (30) days after the Owner’s approval of a payment request received from the Construction Manager, then the Construction Manager may, upon seven (7) additional days written notice to the Owner and the Architect-Engineer, stop the Project until payment of the Amount owing has been received. In the event that there is a dispute in the amount of the pay request, then only the disputed amount shall be held until resolved and the undisputed amount shall be paid within the time limits as stated within this paragraph. If undisputed amounts are timely paid, then the Construction Manager shall not stop the Project in any fashion and the progress of the project shall not be interrupted. Both parties agree that best efforts be made to resolve the disputed amount.

E. Payment for Materials and Equipment: Payments will be made for material and equipment not incorporated in the work but delivered and suitably stored at the site (or another location, subject to prior approval and acceptance by the Owner on each occasion).

F. Withholding Payments to Subcontractors: The Construction Manager shall not withhold payments to subcontractors if such payments have been made to the Construction Manager. Should the need, as solely determined by the Construction Manager, to withhold any payments to subcontractors occur, then the Construction Manager shall immediately return such monies to the Owner, adjusting pay requests and project bookkeeping as required.

G. 1Payments Withheld: Architect-Engineer shall review each Application for Payment submitted by Construction Manager and shall make recommendations to Owner as to the proper amounts, if any, which may be owed to Construction Manager under the Application for Payment. The Architect-Engineer’s payment recommendation shall be evidenced by certificate for payment issued by the Architect-Engineer to Owner. All certificates for payment are subject to Owner’s review and approval. Both Architect- Engineer and Owner shall have the right to refuse, to certify or approve for payment any amounts, or portions thereof, requested by the Construction Manager in an application for payment, or rescind any amount previously certified and approved in the certificate for payment, and Owner may withhold any payments, otherwise to Construction Manager under this Agreement or any other agreement between

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Owner and the Construction Manager, to the extent it is reasonably necessary, to protect Owner from any expense, cost, or loss attributable to:

1. Defective or deficient work not properly remedied in accordance with the terms of the Contract Documents;

2. The filing or reasonable evidence indicating the probable filing of third party claims against Owner attributable to the fault or neglect of Construction Manager;

3. Construction Manager’s failure to make timely and proper payments to all subcontractor and suppliers;

4. Reasonable evidence that the remaining work cannot be completed for the unpaid contract amount balance;

5. Reasonable evidence indicating that the remaining work cannot be completed within the remaining contract time;

6. Construction Manager’s failure to satisfactorily prosecute the work in accordance with the requirements of the Contract Documents; or

7. Any other material breach of the requirements of the Contract Documents by Construction Manager.

Owner shall have the right, but not the obligation, to take any corrective action Owner deems appropriate to cure any of the above-noted items, at Construction Manager’s expense, such items are not cured by Construction Manager to Owner’s reasonable satisfaction within three (3) days after Construction Manager’s receipt of written notice from Owner.

H. Right to Audit.

1. Construction Manager shall keep all records and supporting documentation which concern or relate to the Work hereunder for a minimum of five (5) years from the date of termination of this Agreement or the date the Project is completed, whichever is later or such longer period of time as may be required by law. Construction Manager shall require all of its subcontractors to likewise retain all of their Project records and supporting documentation. Owner, and any duly authorized agents or representatives of Owner, shall be provided access to all such records and supporting documentation at any and all times during normal business hours upon request by Owner. Further, Owner, and any duly authorized agents or representatives of Owner, shall have the right to audit, inspect and copy all of Construction Manager’s and any subcontractor’s project records and documentation as often as they deem necessary and Construction Manager shall cooperate in any audit, inspection, or copying of the documents. These access, inspection, copying and auditing rights shall survive the termination of this Agreement.

2. If at any time, Owner conducts such an audit of Construction Manager’s records and documentation and finds that Construction Manager overcharged Owner, Construction Manager shall pay to Owner the Overcharged Amount, which is defined as the total aggregate overcharged amount together with interest thereon (such interest to be established at the rate of 12% annum). If the Overcharged Amount is equal to or greater than $25,000.00, Construction Manager shall pay to Owner the Overcharged

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Amount and the Audit Amount, which is defined as the total aggregate of Owner’s reasonable audit costs, incurred as a result of its audit of Construction Manager and Owner. If such amounts owed Construction Manager are insufficient to cover the Overcharged Amount and Audit Amount, as applicable, then Construction Manager hereby acknowledges and agrees that it shall pay such remaining amounts to Owner within seven (7) business day of its receipt of Owner’s invoice for such remaining amounts. In no event shall the Overcharged Amount or the Audit Amount be deemed a reimbursable Cost of the Work.

3. This Section, including all access, inspection, copying, auditing, reimbursement and repayment rights shall survive the termination of this Agreement. The Construction Manager shall not be due any monies for any time devoted to any phase of an audited function.

XIV. INSURANCE AND INDEMNITY

A. Indemnity

1. The Construction-Manager shall indemnify the Owner and hold it, its officers, and its employees harmless from liabilities, losses, and costs, including, but not limited to, reasonable attorney’s fees to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the Contractor and persons employed or utilized by the Construction-Manager in the performance of this agreement. The liability of the Construction-Manager shall, however, be limited to Five Million and No/100 ($5,000,000.00) Dollars per occurrence, and the obligation of the Construction-Manager to indemnify the Owner shall be limited to acts, omissions, or defaults of the Construction-Manager; any contractors, subcontractors, sub-subcontractors, materialmen, or agents or employees of any of them, providing labor, services or materials in connection with the project; and the Owner, its officers, agents and employees, provided however that the Construction-Manager shall not be obligated to indemnify the Owner against losses arising from the negligence, recklessness, or intentional wrongful misconduct of the Owner, its officers, agents and employees, or against statutory violations or punitive damages except to the extent caused by or resulting from the acts or omissions of the Construction-Manager, or any contractors, subcontractors, sub-subcontractors, materialmen, or agents or employees of any of them, providing labor, services, or materials in connection with the project. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Section.

2. In any and all claims against the Owner or the Architect-Engineer or any of their agents or employees of the Construction Manager, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Section shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Construction-Manager or any subcontractor under workers' or workmen's compensation costs, disability benefit acts or other employee benefit acts.

B. Construction Manager’s Insurance

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The Construction Manager shall not commence any construction work in connection with this Agreement until he has obtained all of the following types of insurance and such insurance has been approved by the Owner, nor shall the Construction Manager allow any subcontractor to commence work on his subcontract until all similar insurance required of the subcontractor has been so obtained and approved. All insurance policies shall be with insurers qualified and doing business in Florida:

1. Worker's Compensation Insurance: The Construction Manager shall take out and maintain during the life of this Agreement Worker's Compensation Insurance for all his employees connected with the work of this Project and, in case any work is sublet, the Construction Manager shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employee unless such employees are covered by the protection afforded by the Construction Manager. Such insurance shall comply with the Florida Worker's Compensation Law with minimum statutory/$1,000,000 limits. In case any class of employees engaged in hazardous work under this contract at the site of the project are not protected under the Worker's Compensation statute, the Construction Manager shall provide adequate insurance, satisfactory to the Owner, for the protection of employees not otherwise protected. The payroll and premium calculations for Construction Manager employees and the subcontractors must be provided to the Owner at the time the GMP amendment is being calculated. No fringe benefits are allowed to be added to these payroll amounts and classifications must be provided.

2. Contractor's General Liability and Property Damage Insurance: The Construction Manager shall take out and maintain during the life of this Agreement Comprehensive General Liability and Comprehensive Automobile Liability Insurance as shall protect him from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by himself or by anyone directly or indirectly employed by him and shall ensure that all of such policies list the Owner as an additional insured. Policies will be on an Occurrence basis. The Amount of such insurance shall be minimum limits as follows:

a. Contractor's Comprehensive $2,000,000 General Liability Coverage, including Operations and Completed Operations, Bodily Injury and Property Damage. Each Occurrence, Combined Single Limit.

b. Automobile Liability Coverage, $500,000 Bodily Injury and Property Damage. Each Occurrence, Combined Single Limit.

c. Excess Liability, Umbrella Form $3,000,000. Each Occurrence, Combined Single Limit.

The Construction Manager shall ensure that a waiver of Subrogation be provided in favor of the District and except as to Worker’s Compensation, the Owner is named as an additional insured under all policies of insurance required pursuant to this Agreement. Such policies shall contain a “severability of interest” or “cross liability” clause without obligation for premium payment of the Owner. The Construction Manager shall provide to the Owner a copy of any and all policies required by this Agreement. A letter from the insuring agent shall be provided indicating the dollar cost for this Project only.

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The Construction Manager shall ensure that all insurance policies required are issued by companies that are (1) authorized by subsisting certificates of authority by the Department of Insurance of the State of Florida or (2) an eligible surplus lines insurer under Florida Statutes. In addition, the insurer must have a Best’s Rating of “A” or better according to the latest edition of Best’s Key Rating Guide, published by A.M. Best Company; or

With respect only to the Workers’ Compensation insurance, the company may be (1) authorized as a group self insurer pursuant to Florida Statutes or (2) authorized as a commercial self insurance fund pursuant to Florida Statutes.

3. Subcontractor's General Liability and Property Damage Insurance: The Construction Manager shall require each of his subcontractors to procure and maintain during the life of this subcontract, insurance of the type specified above or insure the activities of his subcontractors in his policy, as specified above. The Construction Manager shall indicate, prior to the GMP amendment, which method will be utilized to meet the coverage requirement. For either method chosen, the Construction Manager must provide either a letter from his insuring agent indicating the premium for this Project only, based on the coverage limits, or letters from each subcontracting insuring agent indicating the premium charge for this project only.

4. Builder's Risk Coverage: The Construction Manager shall take out and maintain up until acceptance of Substantial Completion of the project by the Owner, a “Builder’s Risk Policy” completed value form, issued to provide coverage on an “all risk” basis including theft, in an amount not less than the amount of the GMP, minus the value of the Section IX and Section X fees. The Construction Manager shall ensure that this coverage shall not lapse or be canceled because of partial occupancy by the Owner prior to acceptance of the Project. Premium calculations must be provided to the Owner.

5. Certificate of Insurance: The Owner shall be furnished proof of Coverage of Insurance as follows:

Certificate of Insurance form will be furnished to the Owner along with the Contract Documents. These shall be completed and signed by the authorized Resident agent. This Certificate shall be dated, signed and shall include the following:

a. The name of the insured Contractor, the specific job by name and job number, the name of the insurer, the number of the policy, its effective date, and its termination date.

b. The Construction Manager shall be responsible for assuring that all required insurance remains in force for the duration of this Agreement, and shall notify Owner within 48 hours upon receipt of any cancellation or intent to non-renew notice or change in coverage limits or carriers. If the insurance is scheduled to expire during the contractual period, the Construction Manager shall be responsible for submitting new or renewed certificates of insurance to the Owner at a minimum of fifteen (15) calendar days in advance of such expiration.

c. In the event Construction Manager fails to maintain insurance as described in this Agreement, Construction Manager agrees that such failure will constitute a

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material breach of this Agreement and the Owner shall have the right to terminate this Agreement without further liability. Further, Construction Manager agrees that upon such breach, the Owner may take any action necessary at law or in equity to preserve and protect Owner’s rights.

d. Unless otherwise notified, the certificate of insurance shall be delivered, within 10 days, to:

Lake County SchoolsProcurement Services Department29529 County Road 561Tavares, Florida 32778

e. The name and address of the Certificate Holder on the certificate of insurance must be:

The School Board of Lake County, Florida201 West Burleigh BoulevardTavares, Florida 32778

f. The Construction Manager shall ensure that the Certificate of Insurance is in the form as approved by the Owner’s Risk Manager and such Certificate shall clearly state all the coverage required in this Section.

C. Protection of Work

1. Construction Manager shall fully protect the Work and adjacent property from loss or damage and shall bear the cost of any such loss or damage until Substantial Completion is achieved. If Construction Manager or anyone for whom Construction Manager is legally liable is responsible for any loss or damage to the Work, or other work or materials of Owner or Owner’s separate contractors, Construction Manager shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due Construction Manager.

2. Construction Manager shall ascertain what temporary enclosures, if any, of building areas, including existing facilities, should be provided for and may be provided as a practical matter, in order to assure orderly progress of the Work and to protect and secure the Work and existing facilities, in periods when extreme weather conditions are likely to be experienced.

3. Construction Manager shall not permit any unsafe loading of any structure at the Project site, nor shall Construction Manager subject any part of the Work or adjacent property to any forces that will endanger it.

4. Construction Manager shall not disturb any benchmark established by Owner with respect to the Project. If Construction Manager, or its subcontractors, agents or anyone for whom Construction Manager is legally liable, disturbs Owner’s benchmarks, Construction Manager shall immediately notify Owner and Architect-Engineer. Owner shall have the benchmarks reestablished and Construction Manager shall be liable for all costs incurred by Owner associated therewith.

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XV. TERMINATION OF THE AGREEMENT AND OWNER’S RIGHT TO PERFORM CONSTRUCTION MANAGER’S OBLIGATIONS

A. Termination by the Construction Manager: If the project is stopped for a period of thirty (30) days under an order of any court or other public authority having jurisdiction or as a result of an act of government, such as a declaration of a national emergency making materials unavailable, through no act or fault of the Construction Manager, or if the Project should be stopped for a period of sixty (60) days by the Construction Manager, for the Owner's failure to make payments on payment due, then the Construction Manager may, upon seven (7) days written notice in advance to the Owner, terminate the contract and request payment for all work executed and the Construction Manager’s fees earned to date and for any proven loss sustained, as of the date of termination, upon any materials, equipment, tools, construction equipment, and machinery, including reasonable profit and termination expenses incurred by the Construction Manager.

B. Owner's Right to Perform Construction Manager’s Obligations and Termination by Owner for Cause:

1. If the Construction Manager fails to timely perform any of his obligations under this Agreement, the Owner may, after seven (7) days written notice during which period the Contractor fails to perform such obligation, make good such deficiencies and perform such actions. The GMP, or the actual cost of the Project, whichever is less, shall be reduced by the cost to the Owner of making good such deficiencies and the Construction Manager’s Construction Phase Fee and General Conditions Fee shall be reduced by an amount required to manage the making good of such deficiencies.

2. If the Construction Manager is adjudged bankrupt, or if he makes a general assignment for the benefit of his creditors or if a receiver is appointed on account of his insolvency, or if he persistently or repeatedly refuses or fails, except in case for which extension of time is provided, to supply enough properly skilled workmen or proper materials, or fails, without being excused, to maintain an established schedule (failure to maintain schedule shall be defined as any activity on the critical path that falls forty-five (45) days or more behind schedule) which has been adopted by the Construction Team, or if he fails to make prompt payment to subcontractors for materials or labor, or disregards laws, rules, ordinances, regulations, or orders of any public authority having jurisdiction, or otherwise is guilty of violations of a provision of the Agreement, then the Owner may, without prejudice to any other right or remedy, and after giving the Construction Manager seven (7) days written notice, and during which period Construction Manager fails to cure the violation, terminate the employment of the Contractor and take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Construction Manager, and may finish the Project by whatever method the Owner may deem expedient. In such case, the Construction Manager shall not be entitled to receive any further payment until the Project is finished nor shall he be relieved from his obligations assumed under Section VIII. Any termination expenses and costs incurred by the Owner may be deducted from any payments left owing the Construction Manager.

C. Termination by Owner Without Cause:

1. If the Owner terminates this Agreement other than pursuant to Section XV(B), then the Owner shall reimburse the Construction Manager for any unpaid cost of the Project due under Section X, plus that part of the unpaid balance of the Construction Phase Fee in an amount as will increase the payment on account of his fee to a sum which bears the same

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ratio to the Construction Phase Fee as the cost of the Project at the time of termination bears to the Owner’s Construction Budget. The Owner shall also pay to the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment retained by Owner. The Construction Manager shall, as a condition of receiving the payments referred to in this Section, execute and deliver all such papers and take all such steps including the legal assignment of Construction Manager’s contractual rights, as the Owner may require for the purpose of fully vesting in Owner the rights and benefits of the Construction Manager under such obligations or commitments.

2. After the establishment of the GMP or at the completion of the Pre-Construction Phase, if the final cost estimates or lack of funding make the Project no longer feasible from the standpoint of the Owner, the Owner may terminate this Agreement and pay the Construction Manager his proportionate fee due in accordance with Section IX, plus any costs incurred pursuant to Sections X and XI.

XVI. ASSIGNMENT & GOVERNING LAW

A. Neither the Owner nor the Construction Manager may assign their respective interests in this agreement without the express written consent of the other except as to the assignment of proceeds.

B. This Agreement shall be governed by the Laws of the State of Florida. In the event of any litigation arising under or construing this Agreement, venue shall lie only in the Circuit Court of Lake County, Florida.

XVII. NOTICE OF CLAIM: WAIVER OF REMEDIES

A. Liability for any claims of the Construction Manager arising out of or related to the subject matter of this Agreement, whether in contract or tort, including, but not limited to, claims for extension of construction time, for payment by the Owner of the costs, damages or losses because of changed conditions under which the work is to be performed, or for additional work, shall be governed by the following provisions:

1. All claims must be submitted as a Request for Change Order in the manner as provided herein;

2. The Construction Manager must submit a Notice of Claim to Owner and to the Architect-Engineer within twenty (20) days of when the Construction Manager was or should have been aware of the occurrence of the event giving arise to the claim; and

3. Within forty (40) days of submitting its Notice of Claim, the Construction Manager shall submit to the Owner its Request for Change Order, which shall include a written statement of all details of the claim, including a description of the work affected.

The Construction Manager understands and agrees that the Owner shall not bear any liability for any claim that the Construction Manager fails to submit as a Request for Change Order in strict compliance with all provisions of this Section XVII(A).

The Construction Manager understands and agrees that the failure to present any claim arising under this Agreement within the time frames specified herein shall constitute final

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waiver and abandonment of the Construction Manager’s right to pursue such claim by either legal or equitable proceedings.

B. After receipt of a Request for Change Order, the Owner, in consultation with the Architect-Engineer, shall deliver to the Contractor within twenty (20) days, after receipt of such request, its written response to the claim. If no response is provided within this time frame then the claim shall be deemed denied, to be effective as of the twenty-first (21st) day after the Owner’s Receipt of the Request for Change Order.

C. If the Construction Manager disagrees with any decision, or lack thereof, by the Owner regarding any Change Order Request, then the Construction Manager shall within ten (10) days after the receipt of the Owner’s final decision on any Change Order Request, or, if no response is given by the Owner to such Change Order Request, within ten (10) days of the effective date of denial as provided for in Section XVII(B) above, provide the Owner with a written Request to Preserve Claim.

The Construction Manager shall ensure that such Request to Preserve Claim includes all of the following:

1. A detailed, specific, and complete description of the disputed issue(s) and any pertinent information required for the Owner to evaluate the Construction Manager’s claim;

2. Copies of any and all receipts, invoices, letters, drawings, or other documents that support the amounts, figures, or issues claimed by the Construction Manager’s claim;

3. A specific, detailed listing of any and all Agreement provisions that support the Construction Manager’s claim; and

4. If such dispute is monetary based, the specific, itemized dollar amount(s) of such claim.

The Owner shall within twenty (20) days after receipt of such request provide the Construction Manager with a written decision regarding the Request to Preserve Claim either allowing the Construction Manager to preserve such claim until the final completion of the Project or requiring the Construction Manager to file a legal or equitable action regarding such claim in a court of competent jurisdiction in Lake County, Florida within twenty (20) days of such denial to preserve such claim. If the Owner does not provide the Construction Manager with such written decision within twenty days of the Owner’s receipt of the request, then the request shall be deemed denied, to be effective as of the twenty-first (21st) day after the Owner’s receipt of the request.

If the Owner grants the Request to Preserve Claim and the matter is not resolved by the time of final completion of the project, then the Construction Manager shall file a legal or equitable action regarding such claim in a court of competent jurisdiction in Lake County, Florida within thirty (30) days of the final completion of the Project.

If the Owner denies the Request to Preserve Claim, or such request is deemed denied by the Owner’s inaction, as provided above, then the Construction Manager shall file a legal or equitable action regarding such claim in a court of competent jurisdiction in Lake County, Florida within thirty (30) days of the actual or effective date of denial, as applicable.

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The Construction Manager understands and agrees that any failure to either strictly comply with all provisions of this Section XVII(C), and/or the failure to file a legal or equitable action in strict compliance with all provisions of this Section XVII(C) shall constitute a final waiver and abandonment of the Construction Manager’s right to pursue such claim by either legal or equitable proceedings.

D. In the event the Owner and Construction Manager are unable to agree on the terms of a change order, the Owner shall have the option to instruct the Construction Manager to proceed with the work. In that event, the Owner shall agree to pay for those parts of the work, the scope and price of which are not in dispute. The balance of the disputed items in the order to proceed shall be resolved after completion of the work.

XVIII. MISCELLANEOUS

A. Interest: Any Monies not paid when due to either party under this Agreement shall bear interest at the statutory rate.

B. Harmony: The Construction Manager is advised and hereby agrees to exert every reasonable and diligent effort to assure that all labor employed by Construction Manager and his subcontractors for work on the project shall work in harmony with and be compatible with all other labor being used by building and construction contractors now or hereafter on the site of the project.

Construction Manager further agrees that this provision will be included in all subcontracts of the subcontractors, as well as the Construction Manager’s own contract; provided, however, that this provision shall not be interpreted or enforced so as to deny or abridge, on account of membership or non-membership in any labor union or labor organization, the right of any person to work as guaranteed by Article 1, Section 6 of the Florida Constitution.

C. Apprentices: If the Construction Manager employs apprentices on the project, the behavior of the Construction Manager shall be governed by the provision of Chapter 44, Florida Statutes, and by applicable standards and policies governing apprentice programs and agreements established by the Division of Labor of the State of Florida Department of Labor and Employment Security. The Construction Manager shall include a provision similar to the foregoing sentence in each subcontract.

D. The Construction Manager shall ensure that all invoices submitted under Section X are submitted in detail sufficient for a proper pre-audit and post-audit thereof. Invoices for extraordinary travel expenses under shall be submitted in accordance with procedures specified in Section 112.061 of the Florida Statutes governing payments.

E. Construction Manager’s Project Records: The Construction Manager’s Project Records shall be maintained as prescribed hereinabove for either the minimum period required by Federal Law or a period of five (5) years, whichever is greater, and shall be made available to the Owner or his authorized representatives at mutually convenient times.

F. Incorporation of Request for Proposals: Incorporated herein and expressly made a part of this agreement by reference is the response to the Request for Proposals submitted by Construction Manager to the School Board of Lake County, Florida, and the parties acknowledge that the representations, warranties, and assurances continued therein by the Construction Manager have

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been expressly relied upon by the Owner in approving, entering into, and executing this Agreement.

G. Public Entity Crime Information Statement: “A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list.”

H. Screening of Personnel: The Construction Manager represents and warrants to the Owner that it has read and is familiar with Florida Statute Sections 1012.315, 1012.32, 1012.465, 1012.467, and 1012.468, regarding background investigations. The Construction Manager covenants to comply with all requirements of the above-cited statutes, including, but not limited to, requiring that all employees or contractual personnel who are permitted access on school grounds when students are present or who have direct contact with students, meet level 2 screening requirements as described in Section 1012.32. The Construction Manager shall provide Owner with proof of compliance upon request and shall indemnify and hold harmless the Owner, its officers, agents and employees from any liability in the form of physical injury, death, or property damage resulting from the Construction Manager’s failure to comply with the requirements of this paragraph or Florida Statute Sections 1012.315, 1012.32, 1012.465, 1012.467 and 1012.468.

I. Electronic Mail Capabilities: The Construction Manager shall obtain electronic mail capabilities through the Internet. It is the intention of the Owner’s Facilities Department to use electronic communication whenever possible for all projects. The Construction Manager shall provide its electronic mail address and the name of a designated point of contact for electronic communications with the Owner.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first written above.

“CONSTRUCTION MANAGER”

______________________________By:

“OWNER”

THE SCHOOL BOARD OF LAKE COUNTY, FLORIDA

______________________________ , Chairperson

Approved as to form:

_________________________________Stephen W. Johnson, Board Attorney Attest:

_______________________________Dr. Susan Moxley, Superintendent

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