Construction Management At Risk Firm For K-5 Prototype At Rutledge Pearson Elementary School

DUVAL COUNTY PUBLIC SCHOOLS AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA AND AJAX BUILDING COMPANY, LLC FOR THE NEW K-5 PROTOTYPE AT RUTLEDGE PEARSON ELEMENTARY SCHOOL RFQ 25-21/TW PROJECT NO.: C-91650 THIS FIRST AMENDMENT effective this I st day of February, 2022 to the Contract between OWNER and CONSTRUCTION MANAGER for CM at Risk Services for THE NEW K-5 PROTOTYPE AT RUTLEDGE PEARSON ELEMENTARY SCHOOL, Project No.: 91650, dated September 7, 2021 (hereinafter the "Contract") is made and entered into by and between the SCHOOL BOARD OF DUVAL COUNTY, FLORIDA (hereinafter "OWNER") and AJAX BUILDING COMPANY, LLC, a Florida Corporation authorized to transact business in Florida and located at I 0365 Hood Road South, Suite 203, Jacksonville, FL 32257 (hereinafter "CONSTRUCTION MANAGER"). WHEREAS, on September 7, 2021, OWNER and CONSTRUCTION MANAGER entered into the Contract and each has determined that this First Amendment is in the best interest of

the Parties; and WHEREAS, CONSTRUCTION MANAGER has had full access to the Architect, Engineers and OWNER as well as preliminary plans to ascertain a general understanding of the project scope for the work prior to receiving the drawings and specifications; and WHEREAS, OWNER has encouraged the CONSTRUCTION MANAGER to verify all drawings and specifications for general accuracy with all Governmental Agencies having jurisdiction over the Construction Manager's Work which the Construction Manager is currently in the process of verifying; and WHEREAS, CONSTRUCTION MANAGER agrees not to charge OWNER any additional cost on account of incidental discrepancies that might appear in the above described documents and CONSTRUCTION MANAGER further understands that the Contract and Guaranteed Maximum Price are all inclusive of the Work required to complete the Project and based upon the negotiated and approved documents described in the Guaranteed Maximum Price Proposal dated January S, 2022 as attached, in Exhibit "A": and WHEREAS, the Parties seek to amend the Contract to incorporate a Guaranteed Maximum Price; now therefore IN CONSIDERATION of the mutual terms and conditions, promises and covenants hereinafter set forth, OWNER and CONSTRUCTION MANAGER agree as follows: 1.0 The recitations referred to above are hereby incorporated herein. 2.0 In accordance with requirements of Article 8 of the Contract, 1he Contract is hereby amended from the preconstruction fee amount of One Hundred and Seventy One Thousand, Two Hundred and Nineteen Dollars ($171,219.00) to incorporate a Guaranteed Maximum Price Fee in the amount of Thirty Million Three Hundred Forty-Two Thousand Eight Hundred And Seven Dollars ($30,342,807.00) as detailed in Exhibit "A" attached hereto for a total contract value of Thirty Million, Five Hundred and Fourteen Thousand, and Twenty Six Dollars GMP Amendment No. 1 to CM at Risk Contract for the New K-5 Prototype at Rutledge Pearson - RFQ 25-21/TW- Project No. C-91650 Page 1 of3 DUVAL COUNTY PUBLIC ICHOOLI ($30,514,026.00). Execution of this amendment shall not alter the responsibilities of the CONSTRUCTION MANAGER or the extent of the Contract beyond those already stated in Article i of the executed Contract. The new total amended contract value shall be in an amount not to exceed Thirty Million Five Hundred Fourteen Thousand And Twenty Six Dollars ($30,514,026.00). 3.0 Upon completion of its review and confirmation of the costs therein, CONSTRUCTION MANAGER acknowledges they wi 11 not make claims for change orders for omissions of items that are reasonably inferable from the above described documents and any claim for change order shall comply with requirements of Article 11 of the Contract. 4.0 CONSTRUCTION MANAGER agrees not to charge OWNER any additional cost on account of incidental discrepancies that might appear in the above described documents and CONSTRUCTION MANAGER further understands that the Contract and Guaranteed Maximum Price are all inclusive of the Work required to complete the Project and based upon the negotiated and approved documents described in the Guaranteed Maximum Price Proposal attached hereto as Exhibit "A"; 5.0 In the event of any conflict and ambiguity between this First Amendment and the Contract, the Parties agree that this First Amendment shall control. 6.0 All other terms and conditions of the Contract shall remain in full force and effect. IN WITNESS WHEREOF, the OWNER and CONSTRUCTION' MANAGER hereto have executed this First Amendment to the Contract by their respective duly authorized officers on the respective dates by each signature. School Board of Duval County, Florida signing by and through Board Chair is authorized to execute same by Board Action on the I st day of February, 2022. By: '.tfi Title: ----------- Name: s2c.n d iru.. Hugh e 5 ATTEST: THE SCHOOL BOARD OF DUVAL COUNTY, FL Form Approved: Approved by Boan! Jj..L_, 20 a.:i By: ---fto-'l~~~~_____:...v.UJh~~- 6Mf' Arne11drne11t No. 1 to CM at Risk Co11tract ro, the rew l-5 Prototype at Rutledge Pearson - RFQ 25-21/TW- Project No. C-91650 Page 2 of 3 Office of General Counsel DUVAL COUNTY PUBLIC SCHOOLS GMP Amendment No. 1 to CM at Risk Contract for the New K-5 Prototype at Rutledge Pearson - RFQ 25-21 rrw - Project No. C-91650 Page 3 of 3 February 1, 2022, Regular Board Meeting Title 19. NEW RUTLEDGE H. PEARSON ELEMENTARY SCHOOL (K-5) - AMENDMENT NO. 1 TO THE CONSTRUCTION MANAGEMENT AT RISK SERVICES CONTRACT - RFQ NO. 25- 21/TW Recommendation That the Duval County School Board approve the First Amendment to the Construction Manager at Risk Services Contract to Ajax Building Company, LLC for the New K-5 Prototype at Rutledge Pearson Elementary School; and authorize the Superintendent and Board Chair to finalize and sign all necessary contract amendment documents. Description This Amendment to the Contract for the Guaranteed Maximum Price (GMP) in the amount not to exceed $30,342,807.00 is for the construction of the new school. The GMP is based on the Design Development Documents prepared by Bhide & Hall Architects dated October 19, 2021. The GMP is an estimate that includes allowances for project scope not fully detailed/defined in the Design Development Documents, along with an escalation allowance for the changing market conditions and anticipated equipment/material costs increase. The GMP will be reconciled upon completion of the 100% Construction Documents, receipt of competitive bids and trade packages buyout by Ajax. The Construction Management at Risk Services Contract was originally awarded to Ajax Building Company, LLC on September 7, 2021. The total contract award will be increased to include the GMP for construction: Original Contract - Preconstruction Phase Services Fee - $171,219.00 (not to exceed) This Amendment 1 GMP Construction Phase Services - $30,342,807.00 (not to exceed) Total new contract value through this amendment - $30,514,026.00 (not to exceed) Gap Analysis The district has a requirement to procure Construction Management at Risk services for the new Rutledge H. Pearson Elementary School and negotiate the GMP for construction of the project through an amendment to the Construction Management at Risk contract. Previous Outcomes The district has previously procured Construction Management at Risk services for the preconstruction phase of the New K-5 Prototype at Rutledge H. Pearson Elementary School project in accordance with Section 287.055 Florida Statutes and Board Policy. Expected Outcomes Approval by the Board of this contract amendment will allow for the completion of bidding and construction of the New Rutledge H. Pearson Elementary School for committed occupancy by August 1, 2023. Strategic Plan Goals and Principles DCPS will be fiscally transparent and communicate quarterly regarding the Sales Surtax. Financial Impact The construction will be funded with Sales Tax Referendum Funds. The estimated construction contract amount, including preconstruction services fees, is not to exceed $30,514,026. RC Fund Functional Area Commitment Item 3095 New Rutledge H. Pearson ES 39M091650 $30,342,807.00 7400 Facilities, Acquisition & Construction 630 Building & Fixed Equipment Contact Byron Page, Executive Director, Facilities, Engineering, Design & Const., 904-390-2498 Paul Soares, Assistant Superintendent, Operations, 904-390-2008 Attachments 1. Exibit A AJAX GMP Rutledge FINAL 01 20 2022 2. 03_GMP AMENDMENT NO. 1R1 - AJAX - RUTLEDGE PEARSON 01.21.2022 OGC revisions Dr. Diana L. Greene, Superintendent of Schools EVERY SCHOOL. EVERY CLASSROOM. EVERY STUDENT. EVERY DAY. Duval County Public Schools www.duvalschools.org Purchasing Services PH: (904) 858-4848 1701 Prudential Drive, Suite 322 FAX: (904)858-4868 Jacksonville, FL 32207 November 30, 2021 Ajax Building Company, LLC 10365 Hood Road South, Suite 203 Jacksonville, FL 32257 RE: RFQ No. 25-21/TW, Construction Management At Risk Firm For K-5 Prototype At Rutledge Pearson Elementary School On Tuesday, September 7, 2021 The Duval County School Board approved the contract for Construction Management At Risk Firm For K-5 Prototype At Rutledge Pearson Elementary School, RFQ No.25-21/TW. In accordance with Attachment J of the RFQ, Insurance Requirements, please forward an updated copy of your insurance certificate. If you have any questions about this award, please contact Terrence Wright at (904) 858-4859. We look forward to a continued successful partnership. Terrence Wright, Director Duval County Public Schools cc Anita Locke Master Bid File a rd http://www.duvalschools.org/ THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA OFFICE OF FACILITIES ENGINEERING, DESIGN AND CONSTRUCTION AGREEMENT BETWEEN OWNER AND CONSTRUCTION MANAGER AT RISK FOR THE NEW K-5 PROTOTYPE AT RUTLEDGE PEARSON ELEMENTARY SCHOOL 4346 ROANOKE BOULEVARD JACKSONVILLE, FL 32208 RFQ 25-21/TW PROJECT NO: C-91650 CONSTRUCTION MANAGER: AJAX BUILDING COMPANY, LLC 10365 HOOD ROAD SOUTH, SUITE 203 JACKSONVILLE, FLORIDA 32257 OWNER: DUVAL COUNTY SCHOOL BOARD : OFFICE OF FACILITIES, ENGINEERING DESIGN AND CONSTRUCTION 1701 PRUDENTIAL DRIVE, 5 FLOOR JACKSONVILLE, FLORIDA 32207 CM at Risk Contract for the New K-5 Prototype at Rutledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 Page 1 of 52 Index of Articles ARTICLE 1 THE CONSTRUCTION TEAM AND EXTENT OF AGREEMENT 3 ARTICLE 2 CONSTRUCTION MANAGER'S SERVICES 5 ARTICLE 3 OWNER'S RESPONSIBILITIES 15 ARTICLE 4 PRECONSTRUCTION PHASE CONTRACT AMOUNT 16 ARTICLE 5 INSPECTION 16 ARTICLE 6 SUBCONTRACTS 17 ARTICLE 7 SCHEDULE, CONTRACT TIME, SUBSTANTIAL COMPLETION, LIQUIDATED 18 DAMAGES ARTICLE 8 GUARANTEED MAXIMUM PRICE FOR CONSTRUCTION 20 ARTICLE 9 CONSTRUCTION MANAGER'S FEE 21 ARTICLE 10 DIRECT COST OF THE WORK 22 ARTICLE 114 CHANGES IN THE PROJECT- DELAYS SUSPENSION OF WORK 24 ARTICLE 12 DISCOUNTS AND PENALTIES 27 ARTICLE 13 PAYMENTS TO THE CONSTRUCTION MANAGER 27 ARTICLE 14 INSURANCE, INDEMNITY, AND WAIVER OF SUBROGATION 29 ARTICLE 15 TERMINATION OF THE AGREEMENT AND OWNER'S RIGHT TO PERFORM 31 CONSTRUCTION MANAGER'S OBLIGATION ARTICLE 16 ASSIGNMENT AND GOVERNING LAW 33 ARTICLE 17 NOTICE OF CLAIM; WAIVER OF REMEDIES 33 ARTICLE 18 MISCELLANEOUS 34 ARTICLE 19 OFFICE OF ECONOMIC OPPORTUNITY (OEO) PARTICIPATION 36 SIGNATURE 42 PAGE OEO FORMS 43 ATTACHMENT A RFQ 25-21/TW CONSTRUCTION MANAGEMENT AT RISK FOR K-5 PROTOTYPE AT RUTLEDGE PEARSON ELEMENTARY SCHOOL NEGOTIATED FEE- GUARANTEED MAXIMUM PRICE PRECONSTRUCTION PHASE FEE BILLING RATES PROPOSED CONSTRUCTION PHASE FEE BILLING RATES CM at Risk Contract for the New K-5 Prototype at Rutledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 Page 2 of 52 AGREEMENT BETWEEN OWNER AND CONSTRUCTION MANAGER FOR THE NEW K-5 PROTOTYPE AT RUTLEDGE PEARSON THIS AGREEMENT is made effective this 7th day of September, 2021, and is by and between The School Board of Duval County, Florida (DCSB or the Owner), and Ajax Building Company, LLC. a Florida limited liab ly company, whose address is 10365 Hood Road South, Suite 203, Jacksonville, Florida 32257, Federal Tax 1.D. Number 59-0969709 (the Construction Manager or the CM"). for Construction Manager at Risk services in accordance with section 287.055 Florida Statutes. WHEREAS, the Owner issued RFQ No. 25-21/TW. dated June 16, 2021, together with Addendum No. n accordance with section 287.055 Florida Statutes (collectively, the RFQ); WHEREAS, the Construction Manager submitted its qualifications based on the scope set forth in the RFQ (the Proposal), and the Owner deemed the Construction Manager to possess the skills and responsibility to render the services herein, the terms and conditions of which are incorporated he by reference; WHEREAS, the Construction Managers key personnel and billing rates shall be as prescribed in Attachments B - Preconstruction Phase Fee Rates and Attachment C Proposed Construction Phase Fee Billing Rates, which are incorporated herein and forms a part of this Agreement. NOW THEREFORE, Owner and CM, for the consideration herein set forth, agree as follows: ARTICLE 1 THE CONSTRUCTION TEAM AND EXTENT OF AGREEMENT The Construction Manager accepts the relationship of trust and confidence established between itself and the Owner by this Agreement. The Construction Manager covenants with the Owner to demonstrate high performance in the industry to its best skill and judgment and to cooperate with the Architect/Engineer in furthering the interests of the Owner. The Construction Manager agrees to exceptional business administration and superintendence and use of the best efforts industry wide to complete the project in the best and soundest way and in the most expeditious and economical manner for the benefit of the Owner. Ll The Construction Team - The Construction Manager, the Owner, and the Architect/Engineer, collectively called the "Construction Team", shall work jointly during design and 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. A. The actual experience level of all of the Construction Managers management and supervisory personnel shall be consistent with the Construction Managers proposal as provided during the Request for Qualifications and selection process and shall not be removed or replaced without the Owners written consent which will not be unreasonably withheld. The Construction Manager shall obtain the Owners approval to remove or replace any management or supervisory personnel identified in the Proposal. The Owner shall have the right at Owner's sole discretion to direct the Construction Manager to remove or replace any personnel who is unsatisfactory to the Owner. 1.2 Extent of Agreement - This Agreement for the NEW K-5 PROTOTYPE AT RUTLEDGE PEARSON ELEMENTARY SCHOOL, DCSB Project No. C91650, between the Owner and the Construction Manager supersedes any prior negotiations, representations, or agreements. The RFQ, bid, qualification proposal, addenda, attachments, ex! 's, Contract form, approved change orders, and any subsequent performance and payment bonds, and corresponding purchase order(s) shall constitute the contract documents (Contract Documents as if attached to this agreement or repeated herein) between the parties. To the extent of any conflict or inconsistency of the Contract Documents, precedence shall be given in the following order: A. Any Amendments to the Agreement B. The Agreement CM at Risk Contract for the New K-5 Prototype at Rutledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 Page 3 of 52 on | of the specifications Drawings and Divisions 233 of the specifications Other documents specifically enumerated in the agreement as part of the contract documents 1. Firms Cost Proposal 2. Addendum issued during RFQ 3. RFQ 4. Firms Proposal mon When drawings. specifications and other descriptive documents defining the work to be included in the Guaranteed Maximum Price (GMP) are complete, an Amendment to the Agreement shall be signed by the Owner and Construction Manager, acknowledging the GMP amount and the drawings, specifications, and other descriptive documents upon which the GMP is based. To expedite the preparation of this GMP Amendment by the Owner, the Construction Manager shall obtain three (3) sets of dated drawings, specifications, and other documents upon which the GMP is based from the Architec/Engineer and shall acknowledge on the face of each document of each set that it is the set upon which the GMP is based and shall send one set of the documents to the Owner along with the GMP proposal. while keeping one set for itself and returning one set to the Architect/Engineer. This Agreement shall not be superseded by any provisions of the documents for construction and may be amended only by written instrument signed by both Owner and Construction Manager. 13 Definitions A. Project - The Project or project is the total work to be performed under this Agreement. A Project consists of planning, design, permitting, construction and code inspection. B. Architect/Engineer - The firm(s) designated by the OWNER to provide professional design services related to the Project described herein. C. Construction Manager - The firm designated by the OWNER to provide all Work required by the Contract Documents described herein. D. Contract Time - The timeframe established for the Project, consisting of the time allocated to complete all Project work and includes at a minimum, the Start Date, Substantial Completion Date. and Final Completion Date. . inal Completion - All work as outlined in the Contract Documents and Final Completion form provided by the Owner to the Construction Manager. F. Owner - Duval County School Board (DCSB) acting through its Superintendent or designee, and the Executive Director, Office of Facilities, Engineering, Design and Construction. G. Code Inspections - The Office of Building Code Enforcement, Duval County School Board, 1701 Prudential Drive, Jacksonville, Florida, 32207, Telephone (904) 390-2165. The Office of Building Code Enforcement is responsible for code inspections on Projects administered by the Owner. Owner's Representatives - The Duval County Public Schools (DCPS) Project Manager (PM) and his supervisors or designees. 1. Estimate - The Construction Manager's latest estimate of probable Project construction cost. J. Purchase Order - An accounting document generated by the Owner provided to a contractor or vendor. The terms and conditions of the Contract Documents, except as expressly and clearly modified by the Owner, shall be incorporated by reference in any purchase order. K. Project Manager - The person designated by the Owner to provide direct interface with the Construction Manager with respect to the Owner's responsibilities. L. Liquidated Damages - Liquidated damages are an amount of money, agreed upon by the parties at the time of the contract CM at Risk Contract for the New K-5 Prototype at Rulledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 Page 4 of 52 signing, that establishes the sole and exclusive damages that can be recovered in the event of a delay in substantial completion of the project. Substantial Completion - The term Substantial Completion as used herein shall mean that point at which the work, or designated portion thereof. is at a level of completion in substantial compliance with the Contract Documents such that the Owner or its designee can enjoy use or occupancy for its intended purpose. including issuance of a Temporary Certificate of Occupancy. In the event the work includes more than one phase, the Owner, at its discretion, may allow Substantial Completion dates for each project phase and may impose provisions for liquidated damages for each phase. N, Guaranteed Maximum Price - A guaranteed maximum price contract sets a limit, or maxinuum price. that the Owner wi have to pay the Construction Manager. regardless of the actual costs incurred. In its simplest form, a guaranteed maximum price contract simply puts a cap on the contract price that cannot be exceeded. Costs beyond that guaranteed maximum price may need to be covered by the Construction Manager O. Owner's Construction Budget - Owner's budgeted funds for construction of a project. The Owner's Construction Budget includes all construction manager fees, costs of the work. and the Owner's and Construction Manager's contingencies as defined in Articles 8 and 9. This acknowledgment of the Owner's budgeted funds is not to be construed as the Construction Manager's Guaranteed Maximum Price. A Guaranteed Maximum Price will be established by separate documentation as outlined in Article 8. Notice To Proceed (NTP) - A written document issued by the Project Manager of Duval County Public Schools (DCPS) Office of Facilities, Engineering, Design and Construction (OFEDC) to the Construction Management firm authorizing them to mobilize onsite and proceed with the construction work. This document establishes the Substantial Completion and Final Completion dates for the Project. It is issued after the CM firm has provided required insurance documents, and performance/payment bonds. The CM firm must obtain a building permit from Code Enforcement as a condition precedent to the NTP. Q. Multi-Year Funding - The term Multi-Year Funding shall mean a project funded by the Owner over two or more fiscal years. However, only the first year has been appropriated in the current years budget by the Owner. The remainder of Owners construction budget funds is subject to approval and appropriation by the Owner. ARTICLE 2 CONSTRUCTION MANAGER'S SERVICES The services which the Construction Manager shall provide include. but are not limited to, those described or specified herein. The services described or specified shall not be deemed to constitute a comprehensive specification having the effect of excluding services not specifically mentioned. 2.1 General Project_Information Reporting - Commencing immediately after contract award, the Construction Manager shall implement and shall utilize throughout the life of this Contract a Project Management Information System provided by or approved by the Owner. The reports, documents, and data provided shall represent an accurate assessment of the status of the Project and of the work remaining to be accomplished and it shall provide a sound basis for identifying variances and problems and for making management decisions. This information shall be prepared and furnished to the Owner and the Architect/Engineer monthly and shall accompany each pay request. The monthly reports shall include: a project and status narrative, cost estimate, schedule and schedule variance, budget/ commitments/ changes/ expenditures/ forecasts and variances, Office of Economic Opportunity forms, and an action/ risk tracker. Reports during the pre-construction phase will be; submitted as a transmittal of a deliverable and a one (1) page monthly summary report will be furnished to the Owner and the Architect/Engine A. B. Master Project Schedule - Upon award of this Contract, the Construction Manager shall submit a master project schedule covering the planning and design approvals, construction, and Owner occupancy activities of the Project. This schedule will serve as the framework for the subsequent development of the detailed schedule. The original master project schedule shall remain as the baseline for producing the monthly project schedule revisions to be compared throughout the Project and must be submitted for review by the Architect/Engineer and Owner. Such approval by the Architect/Engineer shall CM at Risk Contract for the New K-5 Prototype at Rulledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 Page 5 of 52 not constitute acceptance for the purposes of relieving the Construction Manager of its construction and scheduling responsibilities on the Project. C. Workshop - If any information systems are provided by the Construction Manager. a local training workshop may be required. This workshop shall facilitate each participant's and the Owner's use and understanding of the project information system; shall support, in-part, the function of organizing in concert with the Architect/Engineer for the design and construction of the Project: and shall establish, with the full concurrence of the Owner and the Architect/Engineer, procedures for accomplishing the management control aspect of the Project. D. Review Reports - Within thirty (30) calendar days after receiving the Construction Documents for each phase of the Project, the Construction Manager shall perform a specific review thereof, focused upon factors of a nature encompassed in Paragraph 2.3 F. Promptly after completion of the review. he shall submit to the Project Manager with copies to the Architect/Engineer, a written report covering suggestions or recommendations previously submitted, additional suggestions or recommendations as he may deem appropriate, and all actions taken by the Architect/Engineer with respect to same, any comments he may deem to be appropriate with respect to separating the work into separate contracts, alternative materials. E. Plans and Specifications Review: A1 completion of the Construction Managers 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 also warrant that the work described in the plans and specifications for the various trades is constructible within the scheduled construction time. The Owner disclaims any warranty that the plans and specifications for the project are accurate. practical consistent or constructible. F. Cost Control - The Construction Manager shall provide sufficient timely data and detail to permit the Construction Team 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 system include estimates for each item or bid at each design phase submittal. G. Project Accounting - The operation of this system shall enable the Construction Team to plan effectively and 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. These reports will be produced and updated monthly and includes the following that together will serve as a basic accounting too] and an audit trail. These reports will also provide for accounting by building and site element and shall be prepared and maintained pursuant to Generally Accepted Accounting Principles (GAAP). Costs Status Report presenting 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. Payment Status Report showing the value in place (both current and cumulative), the amount invoiced (both current and cumulative), the amount retained, the amount payable (both current and cumulative), and the balance remaining. A summary of this report shall accompany each pay request. 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. A Cash Flow Diagram showing the projected accumulation of cash payments against the Project on a monthly basis. 4) Cash flow projections shall be generated for anticipated monthly payments as well as cumulative payments. 5) A Job Ledger shall be maintained as necessary to supplement the operation of the project accounting system. A job ledger will be used to provide construction cost accountability for general conditions work, on-site reimbursable expenses, allowance use, contingency use, and any other costs requiring accounting documentation. H. Project Management Plan CM at Risk Contract for the New K-5 Protolype al Rutledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 Page 6 of 52 1) Upon award of contract the Construction Manager shall develop a draft comprehensive Project Management Plan (PMP). This shall provide a plan for the control, direction, coordination, and evaluation of work performed throughout the Project organization including identification of key personnel, responsibilities of Construction Manager, Owner, and Architect/Engineer; workflow diagrams; and strategy for bidding the work. The PMP shall be updated as necessary throughout the design, construction and occupancy phases. Three (3) copies of the PMP and any updates shall be submitted to the Owner and Architect/Engineer. In developing the PMP. the Construction Manager shal] coordinate with and obtain the approval of the Owner and the Architect/Engineer. Approval shall not relieve the Construction Manager of his responsibilities to control, direct and coordinate the Project. 2) Contents of the PMP shall describe in detail the procedures for executing the work and the organizations participating. The PMP shall include as a minimum the following sections: the Project Definition of the known characteristics of the Project or sub-projects shall be described in general terms to provide a basic understanding. The schedule, budget, physical, technical, and other objectives for the project shall be defined. A narrative description of the Project delivery methods shall be utilized to accomplish the Project goals, additionally an explanation of the flow of information and decision process for review of shop drawings, submittals and Requests For Information (RFI). 22 Pre-Construction Phase Services A. General: The Construction Manager shall provide the services in 2.1 above, and as more specifically detailed in this section for pre-construction phase services. B. Design Review and Recommendations 1) The Construction Manager shall fan himself thoroughly with the evolving architectural, civil, mechanical, ig, electrical, and structural plans and specifications and shall follow the development of design from s through Working Drawings (Phase I, II, and III). He shall make recommendations with respect to the selection of systems and materials, and cost reducing alternatives including assistance to the Architec/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. He shall furnish pertinent information as to the availability of materials and labor that will be required. He shall submit to the Owner and Architect/Engineer such comments as may be appropriate concerning construction fea: ity and practicality. He shall call to the Project Managers and the Architect/Engineer's attention any apparent defects in the design, drawings and specifications or other documents. He shall prepare an estimate of the construction cost utilizing the unit quantity survey method. 2) Long Lead Procurements - 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, the Project Manager 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 approval. the Construction Manager shall prepare invitations for bids. The Construction Manager shall keep himself informed of the progress of the respective Subcontractors or suppliers, manufacturing or fabricating such items and advise the Project Manager, Owner and Architect/Engineer of any problems or prospective delay in delivery. Separate Contracts Planning - The Construction Manager shall review the design with the Architect/Engineer and make recommendations to the Owner and to the Architect/Engineer with respect to dividing the work in such manner as will permit the Construction Manager to take bids and award separate construction subcontracts on the current schedule while the design is being completed. He shall 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, minority business participation, and any other factors pertinent to saving time and cost by overlapping design and construction that are authorized by the Owner. 4) Market Analysis and Stimulation of Bidder Interest a) 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; he shall make analysis as necessary to (1) determine and report on availability of labor, material, equipment, potential bidders, potential SBE and M/WBE bidders, and possible impact of any shortages or surpluses of labor or material, and (2) in light of such determinations, make recommendations 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 scheduled time. CM at Risk Contract for the New K-5 Prototype at Rutledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 Page 7 of 52 bidder interest in the local marketplace and b) The Construction Manager shall be responsible for stimula identifying and encouraging bidding competition. c) The Construction Manager shall carry out an active program of stimulating interest of qualified contractors and suppliers in bidding on the work and of familiarizing those bidders with the requirements of this project. C. Guaranteed Maximum Price (GMP) Development The Construction Manager shall, upon completion of the Phase III 100% Construction Documents, or at a point requested by the Owner, develop a GMP as outlined in Article 8. GMP services consist of, but is not limited to, review and comment of Construction Documents, value engineering and development of alternate bid items. project scope adjustments, pre- qualification of bidders, issuing addendums during bidding, and all other requirements to develop a GMP. D. Project Narrative Reporting !) The Construction Manager shall prepare written reports as described hereunder. No other narrative reports shall be required. All reports shall be in 8 1/2" X 11" format with one (1) hard copy submitted to Owners representative along with an electronic copy. The Project Narrative reporting shall include the following reports: a) A Monthly Executive Summary which provides an overview of current issues and pending decisions, future developments and expected achievements, and any problems or delays. including code violations found by code enforcement or agencies having jurisdiction. b) A Monthly Cost Narrative describing the current construction cost estimate status of the Project. c) A Monthly Scheduling Narrative summarizing the current status of the overall project schedule compared to the original project schedule. This report shall include an analysis of the milestones and tasks, a description of the critical path, and other analyses as necessary to compare planned performance with actual performance. d) A Monthly Accounting Narrative describing the current cost and payment status of the entire project. This report shall relate current encumbrances and expenditures to the budget allocations. 2) The reports outlined in subsection 1) a) through |) d) above shall be bound and submitted with the monthly pay requisition for Pre-Construction Phase Services. 2.3 Construction Phase Services A. Construction Manager's Staff - The Construction Manager shall maintain sufficient off-site support staff, and competent full-time staff at the Project site to coordinate, inspect and provide general direction of the work and progress of the Subcontractors. B. Lines of Authority The Construction Manager shall establish and maintain lines of authority for his personnel and provide this information to the Owner and Architect/Engineer. The Owner and Architect/Engineer may attend meetings between the Construction Manager and his subcontractors; however, such attendance shall not diminish either the authority or responsibility of the Construction Manager to administer the subcontractors. C. Schedule and Execution Plan The Construction Manager shall continue to update and provide the required plans and schedules outlined in 2.1 including scheduling information, coordination of milestones, coordination of Subcontractor work and delivery of materials in order to adhere to the project schedule. D. Construction Schedule - Within thirty (30) calendar days after the date of the Owner's issuance of a Notice to Proceed, the Construction Manager shall prepare and submit to the Architect/Engineer and Owner a construction schedule in quadruplicate graphically depicting the activities contemplated to occur as a necessary incident to performance of the work required to complete the Project, showing the sequence in which the Construction Manager proposes for each such activity to occur and duration (dates of commencement and completion, respectively) of each such activity. The Architect/Engineer and Owner shall determine whether the construction schedule developed and submitted by the Construction Manager meets the requirements stated above and such determination shall be binding on the Construction Manager. Failure of the Construction Manager to develop and submit a construction schedule as aforesaid shall be sufficient grounds for the Architect/Engineer and Owner to withhold any payment or any other remedy that exists pursuant to the contract or Florida law. Following development and submittal of the construction schedule as aforesaid, the CM at Risk Contract for the New K-5 Prototype at Rutledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 Page 8 of 52 Construction Manager shall, at the end of each calendar month occu finally complete the subject P construction schedule to show the actual progress of the work performed and the occurrence of all events which have affected the progress of performance of the work already performed or will affect the progress of the performance of the work yet to be performed in contrast with the planned progress of performance of such work, as depicted on the original construction schedule and all updates and/or revisions thereto as reflected in the updated and/or revised construction schedule last submitted prior to submittal of each such monthly update and revision. Each such update and/or revision to the construction schedule shall be submitted to the Architect/Engineer in duplicate. Failure of the Construction Manager to update, revise, and submit the construction schedule as aforesaid shall be sufficient grounds for the Architect/Engineer to find the Construction Manager in default and certify to the Owner that sufficient cause exists to withhold payment to the Construction Manager until a schedule or schedule update acceptable to the Architect/Engineer is submitted, or any other remedy that exists pursuant to the contract or Florida law. E. The Construction Manager shall prepare and incorporate into the schedule, at the required intervals, the following schedules: Pre-Bid Schedules (Subnetworks) - The Construction Manager shall prepare a construction schedule for work encompassed in each bid package. The schedule shall be sufficiently detailed as to be suitable for inclusion in the bid package as a framework for contract completion by the successful bidder. It shall show the interrela' between the work of the successful bidder and that of other Subcontractors and shall establish milestones keyed to the overall master schedule. !) 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 specifications, taking into account the work schedule of the other Subcontractors. The construction schedule shall include 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 schedule shall also show pertinent activities for material purchase orders, manpower supply, shop drawing schedules, and material delivery schedules. Occupancy Schedule - The Construction Manager shall develop a detailed plan, inclusive of punch lists, final inspections, final cleaning, maintenance training and turnover procedures, to be used for ensuring accomplishment of a smooth and phased transition from construction to Owner occupancy. The Occupancy Schedule shall be produced and updated monthly from its inception through final Owner occupancy and be approved by the Owner or its designee. be Project_reporting The reports outlined in Pre-Construction Services shall be supplemented with the following information and submitted in the monthly report. 1) A Monthly Construction Progress Report during the construction phase summarizing the work of the various Subcontractors. This report shall include 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. 2) A Daily Construction Log during the construction phase describing events and conditions on the site provided to Owner on a monthly basis. A visitors log recording visits by the Architect, Consultants, Owner, Inspectors, and all visitors. This log shall include the name and who represented. phone number, date, time of arrival and departures. The diary shall be maintained at the site available to the Owner and Architect/Engineer. A copy, bound, of the complete diary shall be submitted to the Owner at the conclusion of the Project and may be requested earlier by the Owner without waiving any right to obtain this data at Project conclusion. 3) A monthly OEO report during the construction phase summarizing the participation of certified minority Subcontractors/material suppliers for the current month, and project to date. The report shall include the names, addresses, and dollar amount of each certified SBE and M/WBE participant. 4) All Construction Manager and Subcontractor daily reports provided to Owner weekly. G. Interfacing - The Construction Manager shall take such measures as are appropriate to provide that all construction requirements will be covered in the separate subcontracts for procurement of long lead items, the separate construction subcontracts 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 and of each subcontract. Coordinate the work and schedule of the Project with the Owners work or that of any CM at Risk Contract for the New K-5 Prototype al Rutledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 Page 9 of 52 other Projects. H. Job-Site Facilities - The Construction Manager shall arrange for all job-site facilities necessary to enable the Construction Manager and the Owner and the Architect/Engineer to perform their respective duties. Duval County School Board prefers leasing job-site facilities or leasing from the Construction Manager's equipment pool. 1) The Construction Manager is required to first evaluate lease options for all job-site facilities. The method of acquiring such job-site facilities. which are planned to become the property of the Owner at the conclusion of the Project, shall be evaluated based on cost over the life of the Project. 2) Ifleasing is found to be the least expensive approach, then the Construction Manager may lease such job-site facilities from his own equipment pool at a price not greater than the lowest of the three (3) lease proposals obtained from local equipment rental companies. 3) If it is determined that a purchase is necessary, the Construction Manager must obtain at least three (3) proposals. 4) The Construction Manager shall present his evaluations with recommendation to the Owner for approval. 5) The Construction Manager is responsible for proper care, maintenance, and insurance, on all job-site facilities while in his control. 1. Weather Protection - The Construction Manager shall include suitable temporary enclosures to protect the work and existing facilities from damage until the final enclosure is completed. Bid Package Planning The Construction Manager shall review the design with the Architect/Engineer and make recommendations to the Owner and Architect/Engineer with respect to dividing the work in such a manner to support competitive procurement, local/diversity goals, and the efficient/effective execution of the work. When needed, the Construction Manager may take bids and award separate construction subcontracts while the design is being completed. The Construction Managers firm shall have the right to competitively submit bids on portions of the work if they so choose and with prior approval of the Owner. 2.4.1 The Construction Manager shall develop Subcontractor interest in the Project, conduct pre-bid conferences with interested bidders to review the documents, and take competitive bids on the work, and administer the construction as provided herein. The Construction Manager shall develop procedures and established minimum criteria, acceptable to the Owner. for the pre- qualification of the Subcontractors, provided such procedures do not place unnecessary barriers on local and diverse firms participation. 2.4.2 Solicitation of Bids and Award A. Without assuming responsibilities of the Architect/Engineer, and unless waived in writing by the Owner, theConstruction Manager shall prepare invitations for bids, or requests for proposal when applicable, for all procurements of long lead items, materials, and services, for subcontractor contracts and for site work and utilities. Such invitations for bids shall be prepared in accordance with the following guidelines: |. Purchases of materials, supplies, rentals or leases of equipment amounting to less than $1,000 each may be made without bids or quotes. However, such purchases must be reasonably necessary to expedite work onthe Project, and these purchases must be documented with a receipt from the vendor. The Construction Manager shall not divide or separate procurements in order to avoid the requirements set forth below. 2. Contracts over $1,000 but not exceeding $5,000 may be entered into by the Construction Manager with a firm that submits a written quotation to the Construction Manager confirming the scope of work and the amount. The Construction Manager shall not divide or separate procurements in order to avoid the requirements set forth below. Contracts exceeding $5,000 but not exceeding $25,000 may be entered into by the Construction Manager with the firm who is qualified and submits the lowest responsive proposal or bid. The Construction Manager shall request at least three (3) written proposals from three (3) different firms based on written drawings and/or specification. or provide reason for less than 3 proposals being received. The written proposals shall all be delivered at the location, us CM at Risk Contract for the New K-5 Prototype al Rutledge Pearson RFO 25-21/TW - Project No. C-91650 August 2021 Page 10 of 52 date and time named by the Construction Manager in his request for proposal or bid. A tabulation of the results shall be furnished to the Owner, Architect/Engineer and afier final review and evaluation, to each firm if requested. 4. Contracts exceeding $25,000 but not exceeding $200,000 may be entered into by the Construction Manager with the firm who is qualified and submits the lowest responsive proposal or bid. The Construction Manager shall advertise these projects at least once in a publication of general circulation in Duval County with the last advertisement appearing at least seven (7) calendar days prior to the established bid opening date. These proposals shall be based on approved plans and specifications. Bids shall be received and opened publicly at the location, date and time established in the bid advertisement. A tabulation of the results shall be furnished to the Owner, Architect/Engineer and after final review and evaluation, to each firm if requested. 5. Contracts exceeding $200,000 but not exceeding $500,000 may be entered into by the Construction Manager with the firm who is qualified and submits the lowest responsive proposal or bid. The Construction Manager shall advertise these Projects at least once in a publication of general circulation in Duval County with the last advertisement appearing at least twenty-one (21) calendar days prior to the established bid opening date and at least five (5) days prior to any scheduled pre- bid conference. These proposals shall be based on approved plans and specifications. Bids shall be received and opened publicly at the location, date and time established in the bid advertisement. A tabulation of the results shall be furnished to the Owner, Architect/Engincer, and afier final review and evaluation, to each firm if requested. 6. Contracts exceeding $500,000 may be entered into by the Construction Manager with the firm who is qualified and submits the lowest responsive proposal. The Construction Manager shall advertise these Projects at least once in a publication of general circulation in Duval County with the last advertisement appearing at least thirty (30) calendar days prior to the established bid opening date and at least five (5) days prior to any scheduled pre-bid conference. These proposals shall be based on approved plans and specifications. Bids shall be received and opened publicly at the location, date and time established in the bid advertisement. A tabulation of the results shall be furnished to the Owner, Architect/Engineer and after final review and evaluation, to each firm if requested. 7. Site utilities, connection or tap fees, and temporary services may be acquired at market rates from the entity(ies) providing such utilities in the franchise area. B. For each separate construction contract exceeding $200,000. the Construction Manager shall, unless waived by Owner, conduct a pre-bid conference with prospective bidders. the Architect/Engineer and Project Manager. In the event that 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 Project Manager and Architect/Engineer in written form, the Construction Manager, upon receiving clarification or correction in writing, shall prepare an addendum to the bidding document, and issue same to all of the prospective bidders. C. Forall contracts exceeding $200,000, the Construction Manager shall establish a pre-qualification procedure for applicable subcontract trades in accordance with Article 6 SUBCONTRACTS. D. Bonds - In accordance with the provisions of section 4.2 of the State Requirements for Educational Facilities (SREF), on Projects with an estimated construction costs in excess of $300,000 including the Construction Managers fee. the Construction Manager shall provide a Performance and Payment Bond equal to 100% of the total construction cost using forms provided by, or acceptable to, the Owner. To be acceptable, a Surety Company shall comply with the following provisions: 1) The Surety Company shall have a currently valid Certificate of Authority, issued by the State of Florida, Department of Insurance, authorizing it to write surety bonds in the State of Florida. 2) The Surety Company shall have a currently valid Certificate of Authority issued by the United States Department of Treasury under Sections 9304 to 9308 of Title 31, of The United States Code. 3) The Surety Company shall be in full compliance with the provisions of the //orida Insurance Code. 4) The Surety Company shall have at least twice the minimum surplus and capital required by the Florida Insurance CM at Risk Contract for the New K-5 Prototype at Rutledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 Page 11 of 52 Cade for the life of the Project. 5) The Surety Company have a minimum rating of "A-" in the latest issue of A. M. Best's Key Rating Guide. The Surety Company shall not expose itself to any loss on any one risk in an amount exceeding ten (10) percentof its surplus to policyholders, provided: a) Any risk or portion of any risk being reinsured shall be deducted in determining the limitation of the risk as prescribed in this section. These minimum requirements shall apply to the reinsuring carrier providing authorization or approval by the State of Florida, Department of Insurance. to conduct business in this state has been met. b) In the case of the surety insurance company, in addition to the deduction for reinsurance, the amount assumed by any co-surety, the value of any security deposited, pledged or held subject to the consent of the surety and for the protection of the surety shal] be deducted. E. The Construction Manager shall prepare and submit written recommendations to the Owner and Architecl/Engineer for the award of the subcontracts by the Construction Manager for all trade packages, whether pursuant to a sealed bid process or otherwise. In cases where the low bidder is not recommended, the Construction Manager shall provide supporting information to support the recommendation. the Construction Manager shall promptly award and execute subcontracts, and if requested, provide fully executed copies of subcontracts, insurance certificates, and bonds to the Owner. uality 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 supervise the work of all subcontractors providing instructions to each when their work does not conform to the requirements of the plans and specifications and he shall continue to exert his 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 disagreement occur between the Construction Manager and Architec/Engineer over acceptability of work and conformance with the requirements of the specifications and plans, the Owner shall be the final judge of performance and acceptability. G. Subcontractor Interfacing: The Construction Manager shall be the single point of interface with all Subcontractors for the Owner and all its agents and representatives including the Architect/Engineer. They 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 p requesting approval of each change order from the Owner. Before any work is begun on any change order, a written authorization from the Owner must be issued. However, when health, safety or the environment are threatened, the Construction Manager shall act immediately to mitigate the threat. They shall stamp and carefully review all requests for information, submittals and shop drawings for general conformance with the plans and specifications before forwarding them to the Architect/Engineer for review and approval. The Architect/Engineer shall take reasonable action and transmit the response to the Construction Manager for coordination with the affected Subcontractors. H. The Construction Manager shall maintain a suspense control system to promote expeditious handling of all Project communications and shall promptly notify the Owners Representative and Architect/Engineer before a delayed response results in an impact to the Projects schedule. ly connection permits. I. Permits - The Construction Manager shall secure all necessary building and u J. Job Site Requirements - The Construction Manager shall provide for each of the following activities as cost included in Section 9.1 B.: 1. Maintain a log of daily activities, including manpower records, weather. delays, major decisions, etc. 2. Maintain a roster of companies on the Project with names and telephone numbers of key personnel. 3. Establish and enforce job rules governing parking, clean-up, use of facilities, and worker discipline. 4, Provide labor relations management for a harmonious, productive Project. 5. Provide a safety program for the Project that meets or exceeds OSHA requirements. Monitor for Subcontractor compliance without relieving them of responsibilities to perform work in accordance with acceptable practice. CM at Risk Contract for the New K-5 Prototype at Rulledge Pearsan RFQ 25-21/TW - Project No. C-91650 August 2021 Page 12 of 52 6. Provide quality control as developed under Quality Control described herein above. 7. Provide miscellaneous office supplies that support the construction efforts, which are consumed by his own forces. 8. Travel to and from thei home office to the Project site as the Project requires. 2.5 Job Site Administration - The Construction Manager shall provide job-site administrative functions during construction to assure proper documentation, including but not limited to such things as the following: A. Job Meetings - Hold weekly progress and coordination meetings to provide for an easy flowing project. Implement procedures and assure timely submittals, expedite processing a approvals and return of shop drawings, samples, etc. Coordinate and expedite critical ordering including direct tax saving purchases and delivery of materi inspection and testing, labor allocation, etc. Review and coordinate each Subcontractor's work. Review and jons to the schedule. Monitor and promote safety requirements. In addition. regular project status meetings will be held between the Architect, Owner and Construction Manager either biweekly or monthly, whichever is designated by the Project Manager. Use the job site meeting as a tool for preplanning of work and enforcing schedules and for establishing procedures, responsibilities, and identification of authority for all to clearly understand. Identify party or parties responsible for follow up on any problems, delay items or questions and record course for solution. Revisit each pending item at each subsequent meeting until resolution is achieved. Require all present to make any problems or delaying event known to those present for appropriate attention and resolution. Shop Drawing Submittals/Approvals Provide qualified staff to check submittals and shop drawings and to implement procedures for transmittal to the Architect/Engineer and Owner, when required, for action. Closely monitor the approval process to prevent Project delays. C. Material and Equipment Expediting - Provide qualified staff to closely monitor material and equipment deliveries, including critically important items, and maintain checking and follow-up procedures on supplier commitments of all Subcontractors. D. Payments to Subcontractors - Develop and implement a procedure for review and processing of progress and final payments. All financial documents and records shall be maintained pursuant to reasonable accounting practices designed to afford the Owner the ability to have the documents audited with the minimum of cost and disruption. Utilize a formal Request for Information process allowing appropriate time for the Architect/Engineer to interpret/clarify the intent of the contract documents. F. Reports and Project Site Documents - Record the progress of the Project. Submit written progress reports to the Owner and the Architect/Engineer including information on the Subcontractor's work, and the percentage of completion. Keep a daily log available to the Owner and the Architect/Engineer. G. Subcontractor's Progress - Prepare periodic punch lists for Subcontractors work including unsatisfactory or incomplete items and schedules for their completion, including a pre-substantial completion punch list. H. Certificate of Occupancy - Ascertain when all requirements of the DCSB Office of Code Enforcement and the Fire Marshall or other required authority have been met and the work is ready for a Certificate of Occupancy inspection. Arrange with the DCSB Office of Code Enforcement for the Certificate of Occupancy inspection and notify the Architect/ Engineer and DCSB Project Manager of the time and date. Substantial Completion - Ascertain when the work or designated portions thereof are ready for the Architect/ Engineer's/Owners Substantial Completion inspection. The Construction Manager shall prepare a punch list and complete the majority of items prior to scheduling a Substantial Completion inspection. From the Owner/Architect/Engineer's list of incomplete or unsatisfactory items identified during the Substantial Completion inspection, the Construction Manager shall 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 their own forces, the Architect/Engineer may prepare the pre-substantial punch list from which the Construction Manager will develop a CM at Risk Contract for the New K-5 Protolype at Rulledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 age 13 of 52 completion schedule. Additional costs incurred by the Architect/Engineer for pre-substantial inspection shall be the responsibility of the Construction Manager. Any delays due to the inability of the Architect/Engineer to perform a pre- substantial inspection does not relieve the Construction Manager of their responsibility to complete the Project within the approved schedule. Final Inspection and Completion - Monitor the Subcontractor's performance on the completion of the Project and provide notice to the Owner and Architect/Engineer that the work is ready for final inspection. 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. All documents shall be duly notarized or witnessed where applicable. K. Start-Up - With the Owner's personnel, direct the checkout of utilities, operations, systems and equipment for readiness and assist in their initial start-up and testing by the Subcontractors. L. Record Drawings During the progress of the work, the Construction Manager shall require the plumbing, air conditioning, heating, ventilating, elevator, and electrical Subcontractors to record on their field sets of drawings the locations, as installed. of all conduit, pipe and duct lines whether concealed or exposed which were not installed as shown on the contract drawings. The Construction Manager shall also record all drawing revisions that have been authorized by change order that effect wall or partition locations, door and window locations and other template changes. The routing of conduit that runs two (2) inches in diameter or greater, shall be shown on these drawings. Each drawing shall be noted "Record Drawings" and shall bear the date and name of the Subcontractors that performed the work. Where the work was installed exactly as shown on the contract drawings the sheets shall not be disturbed except as noted above. The Construction Manager shall review the completed record drawings and ascertain that all data furnished on the drawings are accurate and truly represent the work as actually installed. When manholes, boxes, underground conduits, plumbing, hot or chilled water lines, inverts, etc. are involved as part of the work; the Construction Manager shall furnish true elevations and locations, all properly referenced by using the original benchmark used for this project. M. The Construction Manager shall schedule the services of independent testing laboratories and provide the necessary testing of materials to ensure conformance to contract requirements. N. The Construction Manager shall coordinate the printing and distribution of all required bidding documents and shop drawings. O. Subcontractor Default Construction Manager shall promptly notify the Owners representatives in writing of any material breach by a Subcontractor and shall take all necessary steps to remedy such breach and to minimize the effects of such breach on the timely and proper completion of the work, all at no additional cost to the Owner. 2.5.1 Administrative Records - The Construction Manager shall maintain at the job site, on a current basis, files and records including, but not limited to, the following: contracts, purchase orders, shop drawing/submittals, and logs, equipment purchase and delivery logs, contract drawings and specification with addenda, warranties and guarantees, accounting records, subcontracts, subcontractor change orders and supporting pricing documentation proposals and payment requests, meeting minutes. cost estimates, test reports, insurance and bonds, contract changes, design handbooks. as-built marked prints, O & M manuals. progress reports, correspondence, bid award and analysis information and punch lists. The Project records shall be available at all times to the Owner and Architect/Engineer for reference, review, audit or copying. i) oe tv Owner Occupaney- The Construction Manager shall provide services during the design and construction phases, which will provide a smooth and successful 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, completed and "on such conditions as will meet the Owners operational requirements. A. Construction Manager shall conduct the Construction Manager's preliminary punch list inspection and coordinate the completion of all punch list work to be done with Owner occupancy requirements in mind. CM at Risk Contract for the New K-5 Prototype at Rutledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 Nv a we B. 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. He shall provide operational training in equipment use for building operators. C. The Construction Manager shall secure required guarantees and warranties, and assemble and deliver same to the Owner in a manner that will facilitate their maximum enforcement and assure their meaningful implementation. D. The Owner may take beneficial use of the whole or parts of the facility prior to the completion of the items discussed in this paragraph have been completed and the "Substantial Completion" requirements specified in section 2.4.4 I. have been completed to the Owner's satisfaction excluding the requirements for final completion and a warranty inspection. E. The Construction Manager shall thoroughly familiarize themself and their representatives with all requirements. ig ghly Pp! g procedures and inspection milestones as required by the Florida Building Code (current applicable edition) and the Owners Office of Code Enforcement. F. The Construction Manager shall not call for a Certificate of Occupancy inspection until such time as the building or structure and all required electrical. gas. mechanical, plumbing and fire protection systems are in compliance with building code requirements. G. The Construction Manager shall diligently and promptly make the appropriate corrections to any code deficient item(s). Warranty: Where any work is performed by the Construction Manager's own forces or by Subcontractors under contract with the Construction Manager, the Construction Manager shall warrant that all materials and equipment included in such work wi be new, except where indicated otherwise in the Contract Documents, and that such work will be of good quality, free from improper workmanship and defective materials and in conformance with the drawings and specifications. The Construction Manager further agrees to correct, at no additional cost to the Owner all work found by the Architect/Engineer or Owner to be defective in material and workmanship or not in conformance with the drawings and specifications for a period of one 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 specifications. The Construction Manager shall collect and deliver to the Owner any specific written warranties given by others as required by the Contract Documents. Construction Manager shall conduct, jointly with the Owner and the Architect/Engineer, a warranty pre-expiration inspection no less than |- month prior to the expiration of the one-year warranty. Multi-Year Funding If Multi-Year Funding is specified for this project, the Construction Manager shall not execute any work on the project that exceeds the current years appropriation, and the Owner will not be responsible for any amounts that exceed this amount (being the lesser of the contract amount or annual appropriated budget) should additional funding not be approved. ARTICLE 3 OWNER'S RESPONSIBILITIES Owner's Information - The Owner shall provide information regarding its requirements for the Project. Architect/Engineer Agreement - The Owner may retain an Architect/Engineer for design and to prepare construction documents for the Project. 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 available to the Construction Manager. Site Survey and Reports - The Owner shall provide all available surveys describing the physical characteristics, soil reports, and subsurface investigations, legal limitations, utility locations, and a legal description related to the Project site. The Owner does not warrant the completeness or the current accuracy of any reports however the Construction Manager may rely on the accuracy in preparation of any estimates or the GMP. ed for the rovals and Easements - The Owner shall pay for necessary approvals, easements. assessments, and charges req construction, use or occupancy of permanent structures or for permanent changes in existing facilities. CM at Risk Contract for the New K-5 Protolype at Rutledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 Page 15 of 52 3.5 Legal Services - The Owner shall furnish such legal services as may be necessary for obtaining any approvals or easements and such auditing services as it may require. 3.6 Drawings and Specifications - The Construction Manager will be furnished a reproducible set of the drawings and specifications ready for printing. 3.7 Cost of Surveys & Reports - The services, information. surveys, and reports required by the above sections shall be furnished with reasonable promptness in accordance with the approved schedule at the Owner's expense. 3.8 Project Fault Defects - If the Owner becomes aware of any fault or defect in the Project or non-conformance with the drawings ten notice thereof to the Construction Manager and Architect/Engine and specifications, he shall give prompt v 3.9 Funding - The Owner shall furnish in accordance with the established schedule, reasonable evidence satisfactory to the Construction Manager that sufficient funds will be available and committed for the cost of each Project. The Construction Manager shall not commence any work. unless authorized in writing by the Owner. 3.10 Lines of Communication - The Owner and Architect/Engineer shall communicate with the Subcontractors or suppliers only ugh the Construction Manager. 3.11 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. Commissioning Agent The Owner may elect to acquire the services of a commissioning agent to inspect, review documents and /or perform acceptance testing of equipment or systems. The Construction Manager shall assist the commissioning agent as required. 3.13 Multi-Year Funding: If Multi-Year Funding is specified for this project, the Owner shall advise the Construction Manager of the proposed funding amounts per year and the amount currently appropriated. The Owner shall advise the Construction Manager upon any changes in the funding appropriations. ARTICLE 4 PRECONSTRUCTION PHASE CONTRACT AMOUNT In consideration of the full and faithful performance by CM of the covenants in the Contract, Owner agrees to pay, or cause to be paid, to CM the following amounts (herein Preconstruction Phase Contract Amount), in accordance with the terms of the Contract: 4.1 Pre-Construction Phase Services - For all Pre-Construction Phase Services, including providing value engincering services, reviewing Construction Documents for constructability, assisting and meeting with Design Professional(s) during the various design phases and preparing cost estimates, CM shall receive a lump sum amount equal to ONE HUNDRED FIFTY SIX THOUSAND TWO HUNDRED NINTEEN DOLLARS ($156,219.00) Plus Reimbursable Expenses in a Not To Exceed Amount of FIFTEEN THOUSAND DOLLARS ($15,000.00), as such amount is specified for such reimbursable items in Attachment B. Monthly installment payments of the total lump sum compensation and reimbursement for reimbursable expense items specified on Attachment B (subject, however, to the not to exceed caps on such items) shall be based upon the percent completion of the designated portion of the Pre-Construction Phase Services for cach particular month as determined by Owner and an itemized statement of reimbursable expenses incurred for such month, respectively, and Owners receipt of CMs written invoice for such payment. Construction Contractors invoices shall be in a form reasonably acceptable to Owner and be accompanied by such other information, documentation, and materials as Owner may reasonably require. The final invoice shall not be submitted until either (i) the GMP Amendment is executed for the entire work, or (ii) the parties fail to reach agreement on the GMP Amendment and Owner elects to terminate the Contract as provided in Section 15.2 and/or Section 15.3 hereafter, whichever occurs first. ARTICLE 5 INSPECTION CM at Risk Contract for the New K-5 Prototype at Rutledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 Page 16 of 52 vw iv uw ue uw in 6.1 Code Inspections All construction-related Projects require detailed code inspections as set forth in the applicable codes. statutes and laws of the State of Florida. The disciplines subject to inspection include, but are in no way limited to. civ work, general construction, renovations, remodeling, structural, plumbing. mechanical, and electrical systems as set forth the appropriate governing codes, per Florida Statutes. The Construction Manager will become familiar with the Owners Code Enforcement Standard Operating Procedures. Reasonable time shall be allocated in the schedule for requ inspections without delaying the Project. All work shall conform to the applicable building code and contract documents. Any work in the contract documents that is ing code shall be brought to the Architect/Engineer for resolution. The Construction Management Firm shall notify the Office of Building Code Enforcement via e-mail only at CodeEnforcement@DuvalSchools.org no less than 72 hours in advance that the work is ready for inspection and before the work is covered up. Work not inspected and notapproved prior to cover-up shall be uncovered for inspection when directed by the Office of Building Code Enforcement. All cost for uncovering and reconstruction shall be borne by the Construction Manager. The cost to reinspect defective work shall be borne by the Construction Manager. All inspections shall be made for conformance with the applicable building codes and compliance with drawings and specifications. The Construction Management Firm is ultimately responsible for all code compliance subject to the requirements of the drawings and specifications. Cost for all reinspections of work found defective and subsequently repaired shall be borne by the Construction Manager. ARTICLE 6 SUBCONTRACTS Definition - A Subcontractor is a person or organization who has a direct contract with the Construction Manager to perform any of the work at the site. Nothing contained in the Contract Document shall create any contractual relationship between the Owner or Architect/Engineer and any Subcontractor. Proposals - Subject to Article 10 and, in accordance with section 2.4.3, the Construction Manager shall request and receive proposals or bids from Subcontractors and suppliers and will award those contracts to the qualified low bidder after he has reviewed each proposal and is satisfied that the Subcontractor is qualified to perform the work. REQUIRED SUBCONTRACTORS' QUALIFICATIONS AND SUBCONTRACT CONDITIONS Subcontractual Relations By an appropriate written agreement, duly notarized and/or witnessed, 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 towards the Construction Manager all the obligations and responsibilities which the Construction Manager by these Documents assumes toward the Owner and Architect/Engineer. Said agreements shall preserve and protect the rights of the Owner and 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. Where appropriate, the Construction Manager shall require cach Subcontractor to enter into similar agreements with his Sub- Subcontractor. Copies of all contracts shall be provided to the Owner when requested. 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 6.3 and 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 their Sub-Subcontractors. Subcontract Requirements A. Workforce - The Subcontractor must agree to perform no less than 50% of the Projects construction work utilizing its own employees, unless previously approved by the Owner. B. Subcontractor Experience - The Subcontractor must have successfully completed no less than two projects of similar CM at Risk Contract for the New K-5 Prototype at Rutledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 2 Page 170 size and complexity within the last five years. C. Supervision - The Subcontractor must agree to provide a qualified. English-speaking foreman for each trade included in the subcontract to supervise the workers and coordinate with the Construction Manager. If requested.the resume of the foreman shall be submitted to the Owner for review and approval. D. All subcontracts shall provide: 1. 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. 2. 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 for such changes plus no more than 10% for overhead and profit. for work performed by its own forces. In the event such change in the work is completed by a sub-subcontractor. the sub-subcontractor actually performing the work shall be limited to a maximum of 10% on its actual costs for overhead and profit and the Subcontractor will be limited to a maximum of 5% on the actual costs passed through from the sub- subcontractor. The total cumulative markup on all changes in the work shall not exceed 15%. Each subcontract shall require that it is responsible for submitting accurate cost and pricing data to support its change orders. Such data should include detail of actual costs of labor (rates and burden), materials, equipment, and markup for overhead and profit. wa 4. Each subcontract shall require that the Owner have the right to examine the records of the subcontractor or sub- subcontractors records to verify the accuracy of the pricing data used to price all change orders. Construction Manager agrees that if the Owner determines the cost and pricing data submitted (whether approved or not) was. inaccurate, incomplete. not current, or not in compliance with the terms of this Agreement, an appropriate contract price adjustment will be made. 5. Each subcontract shall require the Subcontractor to expressly agree that the foregoing constitute its sole and exclusive remedy for delays and changes in the work and thus eliminate any other remedies or claim for increase in the contract price. damages, losses, or additional compensation. 6. Each subcontract shall require that any claims by Subcontractor for delay or additional cost must be submitted to Construction Manager within seven (7) calendar days time, in writing, and with sufficient detail for evaluation, and that failure to comply with the conditions for giving notice and submitting claims shall result in the waiver of such claims. Any such claim must include a time impact analysis as a justification for any equitable time or price adjustment. A Subcontractor's refusal to provide such a timely analysis shall be considered a failure of a condition precedent to advance the claim in any future litigation. 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, their agents and employees, and all other persons performing any of the work or supplying materials under a contract to the Construction Manager. 6.4 Subcontracts to be provided - Upon request, the Construction Manager shall provide to the Owner a copy of each subcontract, including the general supplementary conditions, and any subsequently issued change orders or offsets (backcharges). ARTICLE7 SCHEDULE, CONTRACT TIME, SUBSTANTIAL COMPLETION, LIQUIDATED DAMAGES 7A Schedule - At the time a Guaranteed Maximum Price (GMP) is established, as provided for in Article 8, the Projects Substantial Completion date and Final Completion date will be established in accordance with the Master Project Schedule. with concurrence of the Architect/Engineer and the Project Manager. The Construction Manager agrees to complete the construction in accordance with the agreed upon Substantial Completion date, which includes the issuance of the Certificate of Occupancy and Final Inspection. The Construction Manager acknowledges that failure to complete the Project within the CM at Risk Contract for the New K-5 Prototype at Rutledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 Page 18 of 52 construction time set forth in the approved schedule v sult in damages to the Owner, for which the Construction Manager will be liable. At the time the Guaranteed Maximum Price (GMP) is established. the Construction Manager will furnish to the Owner a current Schedule of Values based on the Guaranteed Maximum Price. An updated Schedule of Values is required after contracts between the Construction Manager and Subcontractors are executed, and with each pay request (or at least monthly). 7.2 Contract Time A. Time is of the essence in the performance of the work under the Contract. The Pre-Construction Commencement Date shall be established in a written Notice to Proceed to be issued by Owner. CM shall commence the Pre- Construction Phase Services portion of the work within five (5) calendar days after the Pre-Construction Phase Commencement Date. Any work performed by CM prior to the Pre-Construction Phase Commencement Date shall be at the sole risk and expense of CM. The Construction Phase Commencement Date shall be established in the GMP Amendment. CM shall commence the Construction Phase Services portion of the work v ten (10) calendar days after the Construction Phase Commencement Date. No portion of the work, with respect to the Construction Phase Services to be provided hereunder, shall be performed prior to the Construction Phase Commencement Date, unless expressly approved in advance by Owner in writing. The total period of time beginning with the Construction Phase Commencement Date and ending on the date of Substantial Completion, hereinafter defined, of the work is referred to hereafter as the Contract Time. The Contract Time is set forth with more specificity in Subsection 7.2 B below. B. Because the work is to be completed in two phases, the timely completion of the Pre-Construction Phase Services is critical to the timely completion of the Construction Phase Services and, therefore, completion of the entire Project in ne for occupancy by the start of the 2023/24 school year. Accordingly, CM agrees to coordinate with the project team as necessary to further develop and update the design schedule to deliver the project on time. With respect to the Construction Phase Services. the GMP Amendment shall include a schedule of dates outlining when each portion of the work associated with the Construction Phase Services must be deemed substantially completed by CM. That Substantial Completion date shall be established in terms of calendar days after the Construction Phase Commencement Date. In the event CM and Owner fail to reach an agreement on the Contract Time and the Substantial Completion date. Owner may elect to terminate the Contract. In the event of any such termination, CM shall be entitled to receive that portion of the Contract Amount attributable to the Pre-Construction Phase Services earned to the date of termination plus that portion of any earned compensation associated with any Construction Phase Services provided, to the extent such services were expressly approved in advance in writing by Owner. Notwithstanding the foregoing, CM shall not be entitled to any further or additional compensation from Owner, including damages or lost profits on portions of the work not performed. Substantial Completion of the work shall be achieved when the work has been completed to the point where Owner can lawfully occupy or utilize the work for its intended purpose under a Certificate of Occupancy or Conditional Certificate of Occupancy (with conditions acceptable to Owner in its sole discretion) or their equivalent. Design Professional shall certify the date Substantial Completion of the work is achieved. If Owner has designated portions of the work to be turned over to Owner prior to Substantial Completion of the entire work, Design Professional shall certify the date as to when Substantial Completion of such designated portions of the work have been achieved. The entire work shall be fully completed and ready for final acceptance by Owner within Ninety (90) calendar days after the Substantial Completion date, or within Ninety (90) calendar days after CMs receipt of the punch list, whichever date occurs last (Final Completion Date). 73 Certificate of Occupancy - The obtaining of the Certificate of Occupancy shall occur as described in section 7.1 hereinabove. Warranties called for by this Agreement shall commence on the Date of Substantial Completion. 7.4 Liquidated Damages Owner and CM recognize that, since time is of the essence for the Contract, Owner will suffer financial loss if the CM fails to achieve Substantial Completion of the work associated with the Construction Phase within the time specified in the GMP Amendment, as said time may be adjusted as provided for herein. In such event, the total amount of Owner's damages, will be difficult, if not impossible, to definitely ascertain and quantify because this is a public construction project that will, when completed, benefit the public and enhance the delivery of valuable education to the public, in Duval County, Florida. It is hereby agreed that it is appropriate and fair that Owner receive liquidated damages as sole and exclusive remedy from CM, if CM fails to achieve Substantial Completion of the work within the required Contract Time. Should CM fail to achieve Substantial Completion of the work within the Contract Time, Owner shall be entitled to assess, as liquidated damages, but not as a penalty, a daily rate described herein for each calendar day the Construction Manager fails to achieve Substantial Completion. CM at Risk Contract for the New K-5 Prototype at Rutledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 Page 19 of 52 A. In the event, Liquidated Damages are established, the Construction Manager shall be assessed Liquidated Damages on a daily basis for each calendar day the Contract Time is exceeded due to a Non-Excusable Delay. Liquidated damages will be assessed at a daily rate of One Thousand and No/100 Dollars ($1,000.00) for the first fifteen days, Two Thousand and No/100 Dollars ($2,000.00) past fifteen days but not exceeding thirty days. and Three Thousand and No/100 Dollars ($3,000.00) for any days past thirty days until Substantial Completion is achieved. CM 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 CM fails to achieve Substantial Completion of the work within the Contract Time. Owner may deduct liquidated damages prescribed in this subsection from any unpaid amounts then or thereafter due CM under the Contract and any liquidated damages not so deducted shall be payable to Owner by CM upon demand by Owner plus interest from the date of demand at the maximum legal rate of interest until paid. It is further mutually understood and agreed that Owner's assessment of liquidated damages for delays is intended to compensate Owner solely if CM fails to achieve Substantial Completion of the work within the Contract Time and shall not release CM from liability from any other breach of Contract requirements. If the liquidated damages set forth herein are deemed unenforceable for any reason. Owner instead shall be entitled to recover those actual delay damages that ned as a result of CM's failure to achieve Substantial Completion of the work. B. Owner and CM recognize that, since time is of the essence for the Contract, Owner will suffer financial loss if the work associated with the Construction Phase Services fails to achieve Final Completion, hereinafter defined, by the Final Completion Date, as said time may be adjusted as provided for herein. Final Completion shall mean, for the purposes of this subsection, that CM has satisfied all conditions to Design Professionals issuance of a Final Certificate for Payment. In such event, the total amount of Owners damages, will be difficult, if not impossible, to definitely ascertain and quantify because this is a public construction project that will, when Final Completion is achieved, benefit the public and enhance the delivery of valuable education to the pub! n Duval County, Florida. It is hereby agreed that it is appropriate and fair that Owner receive liquidated damages from CM, if CM fails to achieve Final Completion of the work by the Final Completion Date. Should CM fail to achieve Final Completion of the work by the Final Completion Date, Owner shall be entitled to assess, as liquidated damages, but not as a penalty, Five Hundred and No/100 Dollars ($500.00) for each calendar day thereafter until Final Completion of the work is achieved. CM 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 Owners actual damages at the time of contracting if CM fails to achieve Final Completion of the work by the Final Completion Date. Owner may deduct liquidated damages prescribed in this subsection from any unpaid amounts then or thereafter due CM under the Contract and any liquidated damages not so deducted shall be payable to Owner by CM upon demand by Owner plus interest from the date of demand at the maximum legal rate of interest until paid. It is further mutually understood and agreed that Owners assessment of liquidated damages for delays is intended to compensate Owner solely for CMs fails to achieve Final Completion of the work by the Final Completion Date and shall not release CM from liability from any other breach of Contract requirements. If the liquidated damages set forth herein are deemed unenforceable for any reason, Owner instead shall be entitled to recover those actual delay damages that it sustained as a result of CMs failure to achieve Final Completion of the work. C. When any period of time is referenced by days herein, it shall be computed to exclude the first day and include the last day of such period. Days means consecutive calendar days unless a contrary intent is specifically indicated with regard to any reference to the word days. The term business day as used herein shall mean all days of the week excluding Saturdays, Sundays and all legal holidays observed by Owner. ght of the Owner to terminate the Agreement, to require re of the Construction Manager to abide by each and D. Nothing in this Article shall be construed as limiting the Surety to complete said Project, and to claim damages for the fa every one of the terms of this Agreement. ARTICLE 8 GUARANTEED MAXIMUM PRICE FOR CONSTRUCTION 8.1 Prior to Board approval of the Construction Managers Preconstruction Services contract fees, the Owner will negotiate to establish and define the proposed personnel and billing rates to be used as the basis for future negotiations of the Construction Phase Services fees. CM at Risk Contract for the New K-5 Prototype at Rulledge Pearson RFQ 25-21/TW - Project No. C-91650 August 2021 ge 20 of 52 8.2 When the construction documents are sufficiently complete to establish the scope of work for a Project or any portion thereof, 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 of the Project or designated part thereof. Should the Owner and the Construction Manager not reach an agreement on the GMP. fees or other terms and schedules upon written notification to the Construction Manager providing five (5) days to cure, the Owner reserves the right to cease negotiations for the Project with the CM. Thereafter, the Owner may conduct negotiations with the next highest ranked proposer or competitively bid the work at the Owners sole discretion. 8.3 The Guaranteed Maximum Price will be subject to modification for changes in the Project as provided in Article 11. However. the actual price paid for the work by the Owner shall be the actual cost of all work for subcontracts, supply contracts, direct labor costs. direct supervision costs, and direct job costs as defined under Article 10, plus the Construction Manager's fees or the GMP, whichever is less when the Project is complete. 8.4 The GMP will only include taxes for items in the Direct Cost of the Work that are legally enacted at the time the GMP is established. Pursuant to Florida Statutes, the Owner is exempt from sales tax on the purchase of certain construction material. The Owner has elected to exercise this right by directly purchasing various construction material. supplies and equipment that shall be made a part of each Project. 8.5 The Construction Manager shall facilitate the direct purchases without any additional cost to Owner. The Construction Manager and Subcontractors shall include the items eligible for direct purchase in their GMP including applicable sales tax. Upon execution of the GMP, the Construction Manager shall prepare a credit change order with sufficient backup to allow the Owner to purchase the materials from the vendors selected by the Subcontractors at the price originally negotiated by the Subcontractors. The coordination, delivery, storage, handling, installation, startup, warranty, and all other obligation related to said purchase shall remain that of the Subcontractors as if they purchased the materials directly. The GMP shall include a good faith estimate of the estimated sales tax recovery/savings. 8.6 The GMP shall include agreed upon sums as the Construction Contingency. The Construction Contingency is available for use for items including, but not limited to, buyout of trade Subcontracts, outside agency requirements, unforeseen conditions. and work necessary to meet the requirements of the contract documents but not included in the subcontracts or general requirements or minor design errors/omissions. The authorization for use of the Construction Contingency shall be requested by the Construction Manager by approval of a Construction Contingency Use Authorization (to be provided). During the Subcontractor buyout process. if the Construction Manager accepts a Subcontractor Bid that is higher than the amount established for the applicable line item of Work, the deficiency may be taken from the Construction Contingency. If the Construction Manager accepts a Subcontractor Bid that is less than the amount established for the applicable like item of Work, the surplus shall be added to the Construction Contingency. When 90% of the trade Subcont...