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2002-01 . . . . ~ Standard Form of Agreement Between Owner and Construction Manager where the Construction Manager is NOT a Constructor AGREEMENT Made as of the 15th day of October in the year of Two Thousand and One BETWEEN the Owner: City of Clermont One Westgate Plaza Clermont, Florida 34711 And the Construction Manager: PPI Construction Management 4421 NW 39th Avenue, Building 3 Gainesville, Florida 32606 For the following Project: Construction Manager I Administrator Clermont City Hall Project The Architect is: C.T. HSU + Associates, PA 820 Irma Avenue Orlando, Florida 32803.3807 The Owner and Construction Manager agree as set forth below. . ARTICLE 1 CONSTRUCTION MANAGER'S RESPONSIBILITIES . 1.1 CONSTRUCTION MANAGER'S SERVICES 1 .1 .1 The Construction Manager's services consist of those services performed by the Construction Manager, Construction Manager's employees and Construction Manager's consultants as enumerated in Articles 2 and 3 of this Agreement and as outlined in the response to Request for Proposals (RFP) included as Exhibit A. 1 .1 .2 The Construction Manager's services shall be provided in conjunction with the services of an Architect. 1.1.3 The Construction Manager shall provide sufficient organization, personnel and management to carry out the requirements of this Agreement in an expeditious and economical manner consistent with the interests of the Owner. 1.1.4 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 11.5.1. . ARTICLE 2 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES 2.1 DEFINITION 2.1.1 The Construction Manager's Basic Services consist of those described in Paragraphs 2.2 and 2.3 and any other services identified in RFP Response included as Attachment A as part of Basic Services. 2.2 PRE.CONSTRUCTION PHASE 2.2.1 The Construction Manager shall consult with the Owner and Architect and review the Construction Documents and make recommendations whenever design details adversely affect constructibility, cost or schedules. 2.2.2 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding the assignment of responsibilities for temporary Project facilities and equipment, materials and services for common use of the Contractors. The Construction Manager shall verify that such requirements and assignments of . . responsibilities are included in the proposed Contract Documents. 2.2.3 The Construction Manager shall review a Project construction schedule providing for the components of the Work, including phasing of construction, times of commencement and completion required of each Contractor, ordering and delivery of products requiring long lead time, and the occupancy requirements of the Owner. 2.2.4 The Construction Manager shall assist in pre-qualifying prospective bidders for the Architect's review and the Owner's approval. 2.2.5 The Construction Manager shall review the Architect'sl Engineer's bidding schedules and be present for pre-bid conferences with prospective bidders. 2.2.6 The Construction Manager shall prepare bid analyses and make recommendations to the Owner for the Owner's award of Contracts or rejection of bids. 2.3 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.3.1 The Construction Phase will commence with the award of the initial Construction Contract or purchase order and, together with the Construction Manager's obligation to provide Basic Services under this Agreement, will end 30 days after final payment to all Contractors is due, or at the end of 16 months, whichever occurs first. 2.3.2 The Construction Manager shall advise the Owner in the administration of the Contract for Construction. 2.3.3 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress and scheduling. The Construction Manager shall prepare and promptly distribute minutes to the Owner, Architect, and Contractors. 2.3.4 Utilizing the Construction Schedules provided by the Contractors, the Construction Manager shall update the Project construction schedule incorporating the activities of the Contractors on the Project, including activity sequences and durations, allocation of labor and materials, processing of Shop Drawings, Project Data and Samples, and delivery of products requiring long lead time and. procurement. The . 8 Project construction schedule shall include the Owner's occupancy requirements showing portions of the Project having occupancy priority. The Construction Manager shall review updates to the Project construction schedule and if an update indicates that the previously approved Project construction schedule may not be met, the Construction Manager shall recommend corrective action to the Owner and Architect. 2.3.5 The Construction Manager shall recommend courses of action to the Owner when requirements of a Contract are not being fulfilled. 2.3.6 The Construction Manager shall, if requested, develop cash flow reports and forecasts for the Project and advise the Owner and Architect as to variances between actual and budgeted or estimated costs. 2.3.7 The Construction Manager shall develop and implement procedures for the review and processing of applications by Contractors for progress and final payments. . 2.3.8 The issuance of a Certificate for Payment shall not be a representation that the Construction Manager has (1) made exhaustive or continuous on- site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences for the Contractor's own Work, or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.3.9 The Construction Manager shall review the safety programs developed by the General Contractor for purposes of coordinating the safety programs with those of the other Contractors. The Construction Manager's responsibilities for coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contractors, Subcontractors, agents or employees of the Contractors or Subcontractors, or any other persons performing portions of the Work and not directly employed by the Construction Manager. 2.3.10 The Construction Manager shall determine in general that the Work of each Contractor is being performed in accordance with the requirements of the Contract Documents, endeavoring to guard the . . Owner against defects and deficiencies in the Work. As appropriate, the Construction Manager shall have authority, upon written authorization from the Owner, to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed, or completed. 2.3.11 With respect to the General Contractor's Work, the Construction Manager shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work of each of the Contractors, since these are solely the Contractor's responsibility under the Contract for Construction. The Construction Manager shall not be responsible for a Contractor's failure to carry out the Work in accordance with the respective Contract Documents. The Construction Manager shall not have control over or charge of acts or omissions of the Contractors, Subcontractors, or their agents or employees, or any other persons performing portions of the Work not directly employed by the Construction Manager. 2.3.12 The Construction Manager shall review requests for changes, assist in negotiating Contractors' proposals, submit recommendations to the Architect and Owner, and, if they are accepted, prepare Change Orders and Construction Change Directives which incorporate the Architect's modifications to the Documents. 2.3.13 The Construction Manager shall assist the Architect in the review, evaluation and documentation of Claims. 2.3.14 In collaboration with the Architect, the Construction Manager shall review procedures for expediting the processing and approval of Shop Drawings, Product Data, Samples, and other submittals. 2.3.15 The Construction Manager shall record the progress of the Project. The Construction Manager shall submit written progress reports to the Owner and Architect including information on Contractor's Work, as well as the entire Project, showing percentages of completion. 2.3.16 The Construction Manager shall maintain at the Project site for the Owner one record copy of all Contracts, Drawings, Specifications, addenda, Change Orders, and other Modifications. . 2.3.17 With the Architect and the Owner's maintenance personnel, the Construction Manager shall observe the Contractor's final testing and start- up of utilities, operational systems and equipment. . 2.3.18 The Construction Manager shall assist the Architect in conducting inspections to determine whether the Work or designated portion thereof is substantially complete. 2.3.19 The Construction Manager shall assist the Architect in conducting final inspections. 2.3.20 Duties, responsibilities, and limitations of authority of the Construction Manager as set forth in the Contract Documents shall not be restricted, modified, or extended without written consent of the Owner, Construction Manager, Architect and Contractors. Consent shall not be unreasonably withheld. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 8 3.1.1 The services described in this Article 3 are not included in Basic Services and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The Contingent Additional Services and the Optional Additional Services described under Paragraphs 3.2 and 3.3 shall only be provided if authorized or confirmed in writing by the Owner. 3.2 CONTINGENT ADDITIONAL SERVICES 3.2.1 Providing services required because of significant changes in the Project including, but not limited to, changes in size, quality, complexity or the Owner's schedule. 3.2.2 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such Work. 3.2.3 Providing services made necessary by the termination or default of the Architect or a Contractor, by major defects or deficiencies in the Work of a Contractor, or by failure of performance of either the Owner or Contractor under a Contract for Construction. 3.2.4 Providing services in connection with a public hearing, arbitration proceeding or legal . . proceeding except where the Construction Manager is party thereto. 3.3 OPTIONAL ADDITIONAL SERVICES 3.3.1 Providing services relative to future facilities, systems, and equipment. 3.3.2 Providing services to investigate existing conditions or facilities or to provide measured drawings thereof. 3.3.3 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.3.4 Providing services required for or in connection with the Owner's selection, procurement or installation of furniture, furnishings and related equipment. 3.3.5 Providing services for tenant improvements. 3.3.6 Providing any other services not otherwise included in this Agreement. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall provide full information regarding requirements for the Project, including a program which shall set forth the Owner's objectives, schedules, constraints, and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems, and site requirements. 4.2 The Owner shall establish and update an overall budget for the Project based on a consultation with the Construction Manager and Architect, which shall include the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner, or such authorized representative, shall render decisions in a timely manner pertaining to documents submitted by the Construction Manager in order. to avoid unreasonable delay in the orderly and sequential progress of the Construction Manager's services. has been designated as the on-site Project Manager for the project and the Owner deems him acceptable. Should PPI select another person to serve as Project Manager because of the . . death, disability, or unavailability of the named individual, a successor project manager reasonably acceptable to the Owner based on experience and compatibility, may be designated in writing by PPI. If the Owner objects to the new Project Manager, Owner shall notify PPI in writing specifying an objection to the new Manager within twenty-one days of notice to the Owner, and PPI shall designate a different, acceptable Manager. 4.4 The Owner shall retain an Architect. Terms and Conditions of the Agreement Between the Owner and Architect shall be furnished to the Construction Manager. The Construction Manager shall not be responsible for actions taken by the Architect. 4.5 The Owner shall furnish structural, mechanical, chemical, air and water pollution tests, test for hazardous materials, and other laboratory and environmental tests, inspections, and reports required by law or the Contract Documents. . 4.6 For services required of the Owner under the construction contract, the Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractors' Applications for Payment or to ascertain how or for what purposes the Contractors have used the money paid by or on behalf of the Owner. 4.7 The Owner shall furnish the Construction Manager with a sufficient quantity of Construction Documents. 4.8 The services, information, and reports required by Paragraphs 4.5 through 4.8 shall be furnished at Owner's expense, and the Construction Manager shall be entitled to rely upon the accuracy and completeness thereof. 4.9 The Construction Manager shall give prompt written notice to the Owner and the Architect if the Construction Manager becomes aware of any fault or defect in the Project or noncompliance with the Contract Documents. 4.10 The Owner reserves the right to perform construction and operations related to the Project with the Owner's forces, and to award contracts in connection with the Project, which are not part of the Construction Manager's responsibilities under this Agreement. The Construction Manager shall notify the Owner if any such independent action will . . interfere with the Construction Manager's ability to perform the Construction Manager's responsibilities under this Agreement. 4.11 Information or services under the Owner's control shall be furnished by the Owner with reasonable promptness to avoid delay in the orderly progress of the Construction Manager's services and the progress of the Work. 4.12 The Owner will provide on-site office space including telephone and all associated utilities. ARTICLE 5 OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS, AND OTHER DOCUMENTS 5.1 The Drawings, Specifications, and other documents prepared by the Architect are instruments of the Architect's service through which the Work to be executed by the Contractors is described. The Construction Manager may retain one record set. The Construction Manager shall not own or claim a copyright in the Drawings, Specifications, and other documents prepared by the Architect, and unless otherwise indicated the Architect shall be deemed the author of them and will retain all common law, statutory, and other reserved rights, in addition to the copyright. All copies of them, except the Construction Manager's record set, shall be returned or suitably accounted for to the Architect, on request, upon completion of the Project. The Drawings, Specifications, and other documents prepared by the Architect, and copies thereof furnished to the Construction Manager, are for use solely with respect to this Project. They are not to be used by the Construction Manager on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner and Architect. The Construction Manager is granted a limited license to use and reproduce applicable portions of the Drawings, Specifications, and other documents prepared by the Architect appropriate to and for use in the performance of the Construction Manager's . services under this Agreement. All copies made under this license shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications, and other documents prepared by the Architect. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publications in derogation of the Architect's copyright or other reserved rights. . ARTICLE 6 CLAIMS AND DISPUTES; DISPUTE RESOLUTION . 6.1 Disputes - Work Continues. During any dispute, the Construction Manager shall continue its performance of the work and the Owner shall continue to make payments in accordance with this Agreement. 6.2 No Arbitration. There will be no arbitration on claims allegedly arising under this Agreement between Owner and the Construction Manager. 6.3 Dispute Resolution Process. All claims, disputes and other matters in question between the Owner and the Construction Manager arising out of, or relating to, this Agreement or its performance or breach shall be resolved in accordance with the following procedures as set forth below: . 6.3.1 Negotiation. The Owner and Construction Manager acknowledge the benefits of resolving, and attempting to resolve, all disputes by negotiation between themselves, without resort to any third parties, and agree therefore to negotiate in good faith to resolve all disputes before invoking any other method of dispute resolution as provided for in this Agreement, provided, however, that the period of time for good-faith negotiations shall not exceed forty-five (45) days, unless longer period is agreed to in writing by the parties which agreement shall not be unreasonably withheld. 6.3.2 Initial Dispute Resolution. If a dispute cannot be settled through direct discussions, the parties may submit the dispute to a mutually acceptable neutral third party for non-binding mediation before resorting to litigation. The location of the mediation shall be the location of the Project. The parties agree to conclude or terminate such mediation within sixty (60) days of selection of the mediator. The cost of the services of the mediator shall be shared on a 50%/50% basis between the Owner and the Construction Manager. 6.3.3 Judicial Review. If the parties are unable to reach a resolution of any dispute by direct discussion or mediation, jurisdiction to resolve the dispute shall rest solely with the circuit court in and for Lake County, Florida. There shall be no arbitration of claims arising out of this Agreement. . . ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 This Agreement may be terminated by either party upon not less than seven days written notice should the other party fail substantially to perform in accordance with the terms of this Agreement though no fault of the party initiating the termination. 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Construction Manager shall be compensated for services performed prior to notice of such suspension. 7.3 This Agreement may be terminated by the Owner upon not less than seven days written notice to the Construction Manager in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Construction Manager may terminate this Agreement by giving written notice. 7.4 Failure of the Owner to make payments to the Construction Manager in accordance with this Agreement shall be considered substantial nonperformance and cause for termination. 7.5 If the Owner fails to make payments when due the Construction Manager for services, the Construction Manager shall have all rights available to a party specified in the Florida Prompt Payment Act (Chapter 218, F.S.) and pursuant to Section 11.5.2 of this Agreement. 7.6 In the event of termination not the fault of the Construction Manager, the Construction Manager shall be compensated for services performed prior to termination. ARTICLE 8 MISCELLANEOUS PROVISIONS 8.1 Unless otherwise provided, the Agreement shall be governed by the law of the place where the Project is located. 8.2 The Owner and Construction Manager, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor . Construction Manager shall assign this Agreement without the written consent of the other. . 8.3 This Agreement represents the entire and integrated agreement between the Owner and Construction Manager and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. 8.4 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Construction Manager. 8.5 Unless otherwise provided in this Agreement, the Construction Manager and the Construction Manager's consultants shall have no responsibility for the discovery, presence, handling, removal, or disposal of or exposure of person to hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. ARTICLE 9 INSURANCE 9.1 CONSTRUCTION MANAGER'S LIABILITY INSURANCE .. 9.1.1 The Construction Manager shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Construction Manager from claims set forth below which may arise out of or a result from the Construction Manager's operations under this Agreement and for which the Construction Manager may be legally liable. .1 claims under workers compensation, disability benefit and other similar employee benefit acts which are applicable to the operations to be performed; (See Exhibit B) .2 claims for damages because of bodily injury, occupational sickness or disease, or death of the Construction Manager's employees; (See Exhibit B) .3 claims for damages because of bodily injury, sickness or disease, or death of any person other than the Construction Manager's employees; (See Exhibit B) . . .4 claims for damages insured by usual personal injury liability coverage which are sustained (1) by a person as a result of an offence directly or indirectly related to employment or such person by the' Construction Manager, or (2) by another person; (See Exhibit B) .5 claims for damages, other than to the Work itself, because or injury to or destruction of tangible property, including loss of use resulting therefrom; (See Exhibit C) .6 claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle. (See Exhibit B) 9.1.2 The insurance required in Subparagraph 9.1.1 shall be written for not less than limits of liability required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from date of commencement of operations under this Agreement until date of final payment and termination of any coverage required to be maintained after final payment. 9.1.3 The Construction Manager shall indemnify and hold the Owner harmless for any and all liability incurred by the Owner as a result of any act, omission, or act of negligence attributable to the Construction Manager, including attorney's fees and costs incurred. ARTICLE 10 PAYMENTS TO THE CONSTRUCTION MANAGER 10.1 DIRECT PERSONNEL EXPENSE 10.1.1 Direct Personnel Expense is defined as the direct salaries of the Construction Manager's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions, and similar contributions and benefits. (See Exhibit D) 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and . . . . include expenses incurred by the Construction Manager and Construction Manager's employees and consultants in the interest of the Project, as identified in the following Clauses. 10.2.1.1 Expenses of reproductions, postage, express deliveries, electronic facsimile transmissions and handling of Drawings, Specifications, and other documents, not to exceed fifty ($50.00) dollars per month. 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An initial payment as set forth in Paragraph 11.1 is the minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to the elapsed time for services. 10.3.3 If and to the extent that the time initially established in Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Construction Manager, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Subparagra'ph 11.3.1, or $9,700.00 per month as specified in the RFP, whichever is less. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES . 10.4.1 Payments on account of the Construction Manager's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Construction Manager's statement of services rendered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Construction Manager's compensation on account of penalty, liquidated damages, or other sums withheld from payments to Contractors, or on account of the cost of changes in Work other than those for which the Construction Manager has been found liable. 10.6 CONSTRUCTION MANAGER'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. 10.7 PUBLIC RECORDS LAW 10.7.1 The Construction Manager will comply with applicable provisions of Chapter 119, F.S. by making all records relating to this contract available to the public as required by Chapter 119, F.S. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Construction Manager as follows: 11.1 AN INITIAL PAYMENT of Six Thousand Dollars ($ 6,000.00) shall be made upon execution of this Agreement and credited to the Owner's account at final payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, Basic Compensation shall be computed as follows: Monthly Payments of Ten Thousand Dollars ($ 10,000.00) for a duration of sixteen (16) months for a total of One Hundred and Sixty Thousand Dollars ($ 160,000.00). 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR ADDITIONAL SERVICES OF THE CONSTRUCTION MANAGER, as described in Article 3, compensation shall be computed as follows: Direct Personnel Expense X 2.0 multiplier, plus any reimbursable expenses. . . . . . 11.4 ADDITIONAL PROVISIONS 11.4.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within sixteen (16) months of the start of construction, through no fault of the Construction Manager, extension of the Construction Manager's services beyond that time shall be compensated as provided in Subparagraph 10.3.3 and 11.3.1. 11.4.2 Payments are due and payable thirty (30) days from the date of the Construction Manager's invoice. Amounts unpaid fifteen (15) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. 1% Monthly 11.4.3 The rates set forth for Additional Services shall be annually adjusted on the anniversary of commencement in accordance with normal salary review practices of the Construction Manager but shall not exceed 3% per annum. This Agreement entered into as of the day and year first written above. OWNER City Of Clermont, Florida ~ (Signat lib.ok' ~.---rürÝI'lIf' 1:Jr. I~ (Printed name and title) President '/11f)~ . - -. -... .-- .. - -. -.,,-....... """UUI""I""~~ I 12iiiï2õò'l '"0,""," (352) 3 77 -2002 FAX (352) 376-8393 THIS CERY. IS ISSUED AS A MATTER OF INFORMATION Scarborough Company Insura. Inc ONLY AND ERS NO RIGHTS UPON THE CERTIFICATE . HOLDER. T RTIFICATE DOES NOT AMEND, EXTEND OR 2811 NW 41st Street AL TER THE C ERAGE AFFORDED BY THE POLICIES BELOW. P. O. Box 147050 INSURERS AFFORDING COVERAGE C:!";~~~,:i'1 j -:. ?'- 32SH-7C50 INSURED Perry/Parrish, Inc. INSURER A: Northern Insurance Co. of NY (Zurich) 4421 NW 39th Avenue Building #3 INSURER B: ALLSTATE INSURANCE COMPANY Gainesville, FL 32606 INSURER C: National Union Fire Ins. Co. Attn: Betty Kay Jordan INSURER D: Bridgefield Employers Ins Comp I INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY P!:RIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLlCIE3, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER Pó'A'-?~~~~88~E PgÃ!fl,~,,¡;~,w.N LIMITS LTR ~NERAL LIABILITY ~ON98516702 09/30/2001 09/30/2002 EACH OCCURRENCE S 1,000,0' X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Anyone fire) S 100,01 I CLAIMS MADE [!] OCCUR MED EXP (Anyone person) S 5,01 A PERSONAL & ADV INJURY S 1,000,01 - - GENERAL AGGREGATE S 2,000,01 h'L AGGRmE LIMIT APf~t PER: PRODUCTS. COMP/OP AGG S 1,000,01 POLICY X ~~¿>,: X LOC AUTOMOBILE LIABILITY 048194640 09/30/2001 09/30/2002 COMBINED SINGLE LIMIT X (Ea accident) S ANY AUTO I,OOO,O( - ALL OWNED AUTOS BODILY INJURY - S SCHEDULED AUTOS (Per person) B - X HIRED AUTOS BODILY INJURY X S NON-OWNED AUTOS (Per accidenl) - - PROPERTY DAMAGE S (Per accIdent) ~RAGE LIABILITY AUTO ONLY - EA ACCIDENT S ANY AUTO OTHER THAN EA ACC S AUTO ONLY: AGG S EXCESS LIABILITY BE 871-31-90 09/30/2001 09/30/2002 EACH OCCURRENCE S 10,000,00 m OCCUR 0 CLAIMS MADE AGGREGATE S 10,000,00 C s ~ DEDUCTIBLE S X RETENTION S 10,00( S WORKERS COMPENSATION AND 0830-27103 03/01/2001 03/01/2002 X I Tõ~.nfJI¥sT IUE~- EMPLOYERS' LIABILITY 500.001 D E,L. EACH ACCIDENT S E.L, DISEASE - EA EMPLOYEE S 500 , 001 E,L, DISEASE. POLICY LIMIT S 500,001 OTHER 89ESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESlEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS lanket Additional Insured Endorsement Applies to General Liability CERTIFICATE HOLDER I I ADDITIONAL INSURED; INSURER LETTER: CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE:iO THE CERTIFICATE HOLDER NAMED TO THE LEFT, ~~RE T~ MAIL ~%~ ~TICE SHALL IMPOSE NO OBLIGATION OR LIABILITY O~ p,/¡Y KIND UfÌ<LMHE OMPÄNY, ITS AG&t;TS OR REPRESENTATIVES, SAMPLE CERTIFICATE AU~H,~RIZED ,~r~~. ~ Dofffi/\f: arrett CORD 25-S (7/97) ( @ACORD CORPORATION 1988 l:_~~!~II¡~.".:'.:;:~'=liLJ;:""'",~r'>;:',.. '¡~::~;' ,"" 'THIs Is'evïcËÑcë"THAT INS '."ce ÄS'IOÊr:oITIFIeD BELOW HAS BeeN ¡55 RIGHTS AND PRIVILEGES AF ED UNDER THE POLICY. 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' RBLOOOlO26PPI 4421 NW 39th Avenue """'ëPFëëTiVË'ëÄ'fš"""""'" "'ëXpiRÄTiCDj'oÄri!"" , : ...o"" CON1'1NIJEO UNTIL Building 3 03/01/2000 :;Xi'reRMIN"'mI~Q4.CI<ED Gainesville, FI. 32606 ':ni'i8'RNC&äïiR'iiiäiŸiö¡'i¿ïïiÄTËö';""""'" ....,"""", """"""""""" ~-~ ~H~~mJ-!~~;.;~¡i:;:¡~~ ~¡¡r4tt¡ill¡H.J~[5;j~¡¡i~ ~~~~it:¿~;.~~t:iWWlL~t : {1~~Ã..~~ Ò::?i~m1~~:-,~~~~~~~ f!E~~{ :;~! :\:t. ifTff::F'~ ~~"*~: 1,000TlCDI/OESCRIPTlOH ~ ,,- B.il. t!¡9~1!9J~2¡¡¥~i i;,~~g;;~~~tt.~W fl~~;=~¡4ît,litu. ~m1ff£:j~œL~~~~~~;J~$;*r.~é?!~ :? !f,~r~, :t~~~:~~ ~ i :!(,; :~,:!~¡::¡:~¡:P¡~~~~#~ErJt!~:: COVIRAOEIPSlI'-'/FOIlIA& ; AMOUNT Ol'INSUIWIC1!: CIaUcmsu: """"""'" 'ÄïT"R'i!i'¡C: . BiJllëïë,'š"'i,'s[";;""'Þ'ë,;"'Prö'J'ë'ëf'r,ïiir;:""""""'""""""""""""""""""""""""""""""""""'r"""""""iš";'ö'öÖ';'ÕÖÖ':""""""""J~'Õëi(f INCLUDING THE FOLLOWING: ! SUBLIMITS: ' * Ear!:hquake i lO, COO, 000 .-Flood 10,000,000 Soft: Casts 250, ADO' Temporary Storage 2,000,000, In T~ansit soe,ooo; Debris Removal 500,000: Valuable Pape~5 and Records 100.000 Expedì~n9 Expenses SOO,OOO Pollutant Cleanup 25,000 Ordinance or Law 500,000' Contract Penal ty 50,000: . 25,000 25,000 5,000 S.OOO 5,000 5,000 5,000 5,000 5,000 :,000, 5,000, ~~~~;:!!iil~!~ï:.~~W~.. ~!1~m9.n!h;;;;;~:;';4~;;;,;\;:~¡;:;~;gi;k:;;~~:U1:.iiUUg:t..fJ:;¡¡;rfittk~iŒm:::(g;?i;!b:;;,éi,f, '~;:.' ~"':.:~';-:~::}./.?~!;,:? ~,:'¡'::,';': :"! ,"~ :::}"':;;ï¡::i~'i :':~ ~~!::'::~;¡Tt¡ .Ear~hquake excluded in CA & New Madrid Selsm1c Zones (otnern than zones B-11) and 5100,000 Deduc~;b'e in New Madrid Seismic Zones 8-11 to Flood Zone A or V Oed. is equal to amoun~ of cav. avail f~om NFIP - $25,000 Min. SlMIL Flood L;mi~a~;on - Zone A or V. O~her Deductib'es: 2~ ~am.d Storm Wind Deduc~~b'e ;~ property wi~h1" 25 miles of the A~lantic Ocean or Cult of Mexico subject to 525,000 Minimum & 5500,000 Maximum. (Minimum will cap at 150,000 far multiple projec~s affec~ed by same storm). Additional Expenses. Loss of Income & Rental Income subject to (5) Day Deductible. ~ ~ !;~:m~,N;;;d~;I;Q:::;;~);: ~b;';:;;:; ::';.7!kW~;~;::~~~;;:;~ ::;!k~:£ttj}jJœl¡~££g§2l]$1w.gt£:g!~;~::, !;g~~~t;~n~ tF§)i!, \i¡~~~ ;t?~5;)W'i ;, ~ ::! ,;:: !:: i k:d ggg~1~:~::;\#tiJ:::¡ :: : THE POLICY IS SUBJECT TO THE PREMIUMS. FORMS. AND RULES IN EFFECT FOR EACH POLICY PERIOD, SHOULD THE POLICY Be TERMINATæD, THE COMPANY WILL GIVE THE ADDITIONAL INTEREST IDENTIFIED BELOW 30 DAYS WRITTEN NOTICE. AND WILL SEND NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT T~AT INTEREST, IN ACCORDANCE WITH THE POLICY PROVISIONS OR AS REQUIRED BV LAW. ~~lt~~~.J~w~t;:~;;:J~;~'~::.; ~ ¡ ~,; ;,~,¡,~;:;:;:¡;:T);,:;:¡Ú:f;;ii~~:! ;¡:;~ ;U/i:;:Ui:h~ii£:~:~~:~;;;ä¡;;('in~Eþ,'~£Lt') 1.n!it,~N'f~j~:Ú~::~;,'¡:~:~~Wjff:;~!A:~;~;;>": ,',:::, ': : :~,~: :,:; ::i--:;,;,:;i,;:' , i ;, ;"~::='!!;: NAill! AND ACOIII!IS i ¡ MCATOAQI:I! ; ~ AgQmONAL fIoISURIiD Inforrna1:;on Only ¡": ~OSSPA"'E!: ¡on '1 ¡-i:oÃ';¡ï,""""""""""""""":""".""""""""""""""""""""....,....'..........,....................,........' AuTHORing REPR£SEHTATI\I1I Kara Oavis/KLB f<~'- ~(I.ùt.cs }~~ ~~' :it ~".;U':~:':':';~:;;'¡f;: :, :L~:'::,¡g~Tf:::IT: .¡: l:iø:~;nn'~'f.¡n:;!;!:n~:!!i:~ :ftf::~r't.i:t:)ïi:~~:~;rf~!~I}i¡!::JT~t{rii¡~}¡¡¡:¡~n:~~nt:~~¡}!)w~:~~m!:Œ~i::;!:~i~~~~f~W~,~¡~~~~"i~¡ . . . . EXHIBIT D ARTICLE 10.1 DIRECT PERSONNEL EXPENSE MARK GORDON - PROJECT MANAGER Gross Salary - $5,334/Month Labor Burden, 0.5624 PPI CONSTRUCTION MANAGEMENT . LABOR BURDEN CURRENT DATE 10/25/2001 FICA/MEDICARE 0.0765 UNEMPLOYMENTSUTA/FUTA 0.0179 WORKERS COMPENSATION 0.01 99 HEALTH & DISABILITY INSURANCE 0.2585 GENERAL LIABILITY 0.0446 PENSION (401 k) 0.0550 TRAINING 0.0300 BONUS 0.0600 TOTAL 0.5624 . . . . . . Standard Form of Agreement Between Owner and Construction Manager where the Construction Manager is NOT a Constructor AGREEMENT Made as of the 15th day of October in the year of Two Thousand and One BETWEEN the Owner: City of Clermont One Westgate Plaza Clermont, Florida 34711 And the Construction Manager: PPI Construction Management 4421 NW 39th Avenue, Building 3 Gainesville, Florida 32606 For the following Project: Construction Manager I Administrator Clermont City Hall Project The Architect is: C.T. HSU + Associates, PA 820 Irma Avenue Orlando, Florida 32803-3807 The Owner and Construction Manager agree as set forth below. . ARTICLE 1 CONSTRUCTION MANAGER'S RESPONSIBILITIES . 1.1 CONSTRUCTION MANAGER'S SERVICES 1 .1.1 'The Construction Manager's services consist of those services performed by the Construction Manager, Construction Manager's employees and Construction Manager's consultants as enumerated in Articles 2 and 3 of this Agreement and as outlined in the response to Request for Proposals (RFP) included as Exhibit A. 1 .1 .2 The Construction Manager's services shall be provided in conjunction with the services of an Architect. 1.1 .3 The Construction Manager shall provide sufficient organization, personnel and management to carry out the requirements of this Agreement in an expeditious and economical manner consistent with the interests of the Owner. 1.1.4 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 11.5.1. . ARTICLE 2 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES 2.1 DEFINITION 2.1.1 The Construction Manager's Basic Services consist of those described in Paragraphs 2.2 and 2.3 and any other services identified in RFP Response included as Attachment A as part of Basic Services. 2.2 PRE-CONSTRUCTION PHASE 2.2.1 The Construction Manager shall consult with the Owner and Architect and review the Construction Documents and make recommendations whenever design details adversely affect constructibility, cost or schedules. 2.2.2 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding the assignment of responsibilities for temporary Project facilities and equipment, materials and services for common use of the Contractors. The Construction Manager shall verify that such requirements and assignments of . . responsibilities are included in the proposed Contract Documents. 2.2.3 The Construction Manager shall review a Project construction schedule providing for the components of the Work, including phasing of construction, times of commencement and completion required of each Contractor, ordering and delivery of products requiring long lead time, and the occupancy requirements of the Owner. 2.2.4 The Construction Manager shall assist in pre-qualifying prospective bidders for the Architect's review and the Owner's approval. 2.2.5 The Construction Manager shall review the Architect's! Engineer's bidding schedules and be present for pre-bid conferences with prospective bidders. 2.2.6 The Construction Manager shall prepare bid analyses and make recommendations to the Owner for the Owner's award of Contracts or rejection of bids. 2.3 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.3.1 The Construction Phase will commence with the award of the initial Construction Contract or purchase order and, together with the Construction Manager's obligation to provide Basic Services under this Agreement, will end 30 days after final payment to all Contractors is due, or at the end of 16 months, whichever occurs first. 2.3.2 The Construction Manager shall advise the Owner in the administration of the Contract for Construction, 2.3.3 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress and scheduling. The Construction Manager shall prepare and promptly distribute minutes to the Owner, Architect, and Contractors. 2.3.4 Utilizing the Construction Schedules provided by the Contractors, the Construction Manager shall update the Project construction schedule incorporating the activities of the Contractors on the Project, including activity sequences and durations, allocation of labor and materials, processing of Shop Drawings, Project Data and Samples, and delivery of products requiring long lead time and procurement. The . . Project construction schedule shall include the Owner's occupancy requirements showing portions of the Project having occupancy priority. The Construction Manager shall review updates to the Project construction schedule and if an update indicates that the previously approved Project construction schedule may not be met, the Construction Manager shall recommend corrective action to the Owner and Architect. 2.3.5 The Construction Manager shall recommend courses of action to the Owner when requirements of a Contract are not being fulfilled. 2.3.6 The Construction Manager shall, if requested, develop cash flow reports and forecasts for the Project and advise the Owner and Architect as to variances between actual and budgeted or estimated costs. 2.3.7 The Construction Manager shall develop and implement procedures for the review and processing of applications by Contractors for progress and final payments. . 2.3.8 The issuance of a Certificate for Payment shall not be a representation that the Construction Manager has (1) made exhaustive or continuous on- site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences for the Contractor's own Work, or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.3.9 The Construction Manager shall review the safety programs developed by the General Contractor for purposes of coordinating the safety programs with those of the other Contractors. The Construction Manager's responsibilities for coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contractors, Subcontractors, agents or employees of the Contractors or Subcontractors, or any other persons performing portions of the Work and not directly employed by the Construction Manager. 2.3.10 The Construction Manager shall determine in general that the Work of each Contractor is being performed in accordance with the requirements of the Contract Documents, endeavoring to guard the . . Owner against defects and deficiencies in the Work. As appropriate, the Construction Manager shall have authority, upon written authorization from the Owner, to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed, or completed. 2.3.11 With respect to the General Contractor's Work, the Construction Manager shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work of each of the Contractors, since these are solely the Contractor's responsibility under the Contract for Construction. The Construction Manager shall not be responsible for a Contractor's failure to carry out the Work in accordance with the respective Contract Documents. The Construction Manager shall not have control over or charge of acts or omissions of the Contractors, Subcontractors, or their agents or employees, or any other persons performing portions of the Work not directly employed by the Construction Manager. 2.3.12 The Construction Manager shall review requests for changes, assist in negotiating Contractors' proposals, submit recommendations to the Architect and Owner, and, if they are accepted, prepare Change Orders and Construction Change Directives which incorporate the Architect's modifications to the Documents. 2.3.13 The Construction Manager shall assist the Architect in the review, evaluation and documentation of Claims. 2.3.14 In collaboration with the Architect, the Construction Manager shall review procedures for expediting the processing and approval of Shop Drawings, Product Data, Samples, and other submittals. 2.3.15 The Construction Manager shall record the progress of the Project. The Construction Manager shall submit written progress reports to the Owner and Architect including information on Contractor's Work, as well as the entire Project, showing percentages of completion. 2.3.16 The Construction Manager shall maintain at the Project site for the Owner one record copy of all Contracts, Drawings, Specifications, addenda, Change Orders, and other Modifications. . 2.3.17 With the Architect and the Owner's maintenance personnel, the Construction Manager shall observe the Contractor's final testing and start- up of utilities, operational systems and equipment. . 2.3.18 The Construction Manager shall assist the Architect in conducting inspections to determine whether the Work or designated portion thereof is substantially complete. 2.3.19 The Construction Manager shall assist the Architect in conducting final inspections. 2.3.20 Duties, responsibilities, and limitations of authority of the Construction Manager as set forth in the Contract Documents shall not be restricted, modified, or extended without written consent of the Owner, Construction Manager, Architect and Contractors. Consent shall not be unreasonably withheld. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL . 3.1 .1 The services described in this Article 3 are not included in Basic Services and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The Contingent Additional Services and the Optional Additional Services described under Paragraphs 3.2 and 3.3 shall only be provided if authorized or confirmed in writing by the Owner. 3.2 CONTINGENT ADDITIONAL SERVICES 3.2.1 Providing services required because of significant changes in the Project including, but not limited to, changes in size, quality, complexity or the Owner's schedule. 3.2.2 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such Work. 3.2.3 Providing services made necessary by the termination or default of the Architect or a Contractor, by major defects or deficiencies in the Work of a Contractor, or by failure of performance of either the Owner or Contractor under a Contract for Construction. 3.2.4 Providing services in connection with a public hearing, arbitration proceeding or legal . . proceeding except where the Construction Manager is party thereto. 3.3 OPTIONAL ADDITIONAL SERVICES 3.3.1 Providing services relative to future facilities, systems, and equipment. 3.3.2 Providing services to investigate existing conditions or facilities or to provide measured drawings thereof. 3.3.3 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.3.4 Providing services required for or in connection with the Owner's selection, procurement or installation of furniture, furnishings and related equipment. 3.3.5 Providing services for tenant improvements. 3.3.6 Providing any other services not otherwise included in this Agreement. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall provide full information regarding requirements for the Project, including a program which shall set forth the Owner's objectives, schedules, constraints, and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems, and site requirements. 4.2 The Owner shall establish and update an overall budget for the Project based on a consultation with the Construction Manager and Architect, which shall include the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner, or such authorized representative, shall render decisions in a timely manner pertaining to documents submitted by the Construction Manager in order to avoid unreasonable delay in the orderly and sequential progress of the Construction Manager's services. has been designated as the on-site Project Manager for the project and the Owner deems him acceptable. Should PPI select another person to serve as Project Manager because of the . . death, disability, or unavailability of the named individual, a successor project manager reasonably acceptable to the Owner based on experience and compatibility, may be designated in writing by PPI. If the Owner objects to the new Project Manager, Owner shall notify PPI in writing specifying an objection to the new Manager within twenty-one days of notice to the Owner, and PPI shall designate a different, acceptable Manager. 4.4 The Owner shall retain an Architect. Terms and Conditions of the Agreement Between the Owner and Architect shall be furnished to the Construction Manager. The Construction Manager shall not be responsible for actions taken by the Architect. 4.5 The Owner shall furnish structural, mechanical, chemical, air and water pollution tests, test for hazardous materials, and other laboratory and environmental tests, inspections, and reports required by law or the Contract Documents. . 4.6 For services required of the Owner under the construction contract, the Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractors' Applications for Payment or to ascertain how or for what purposes the Contractors have used the money paid by or on behalf of the Owner. 4.7 The Owner shall furnish the Construction Manager with a sufficient quantity of Construction Documents. 4.8 The services, information, and reports required by Paragraphs 4.5 through 4.8 shall be furnished at Owner's expense, and the Construction Manager shall be entitled to rely upon the accuracy and completeness thereof. 4.9 The Construction Manager shall give prompt written notice to the Owner and the Architect if the Construction Manager becomes aware of any fault or defect in the Project or noncompliance with the Contract Documents. 4.10 The Owner reserves the right to perform construction and operations related to the Project with the Owner's forces, and to award contracts in connection with the Project, which are not part of the Construction Manager's responsibilities under this Agreement. The Construction Manager shall notify the Owner if any such independent action will . . interfere with the Construction Manager's ability to perform the Construction Manager's responsibilities under this Agreement. 4.11 Information or services under the Owner's control shall be furnished by the Owner with reasonable promptness to avoid delay in the orderly progress of the Construction Manager's services and the progress of the Work. 4.12 The Owner will provide on-site office space including telephone and all associated utilities. ARTICLE 5 OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS, AND OTHER DOCUMENTS 5.1 The Drawings, Specifications, and other documents prepared by the Architect are instruments of the Architect's service through which the Work to be executed by the Contractors is described. The Construction Manager may retain one record set. The Construction Manager shall not own or claim a copyright in the Drawings, Specifications, and other documents prepared by the Architect, and unless otherwise indicated the Architect shall be deemed the author of them and will retain all common law, statutory, and other reserved rights, in addition to the copyright. All copies of them, except the Construction Manager's record set, shall be returned or suitably accounted for to the Architect, on request, upon completion of the Project. The Drawings, Specifications, and other documents prepared by the Architect, and copies thereof furnished to the Construction Manager, are for use solely with respect to this Project. They are not to be used by the Construction Manager on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner and Architect. The Construction Manager is granted a limited license to use and reproduce applicable portions of the Drawings, Specifications, and other documents prepared by the Architect appropriate to and for use in the performance of the Construction Manager's services under this Agreement. All copies made under this license shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications, and other documents prepared by the Architect. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publications in derogation of the Architect's copyright or other reserved rights. . ARTICLE 6 CLAIMS AND DISPUTES; DISPUTE RESOLUTION . 6.1 Disputes - Work Continues. During any dispute, the Construction Manager shall continue its performance of the work and the Owner shall continue to make payments in accordance with this Agreement. 6.2 No Arbitration. There will be no arbitration on claims allegedly arising under this Agreement between Owner and the Construction Manager. 6.3 Dispute Resolution Process. All claims, disputes and other matters in question between the Owner and the Construction Manager arising out of, or relating to, this Agreement or its performance or breach shall be resolved in accordance with the following procedures as set forth below: . 6.3.1 Negotiation. The Owner and Construction Manager acknowledge the benefits of resolving, and attempting to resolve, all disputes by negotiation between themselves, without resort to any third parties, and agree therefore to negotiate in good faith to resolve all disputes before invoking any other method of dispute resolution as provided for in this Agreement, provided, however, that the period of time for good-faith negotiations shall not exceed forty-five (45) days, unless longer period is agreed to in writing by the parties which agreement shall not be unreasonably withheld. 6.3.2 Initial Dispute Resolution. If a dispute cannot be settled through direct discussions, the parties may submit the dispute to a mutually acceptable neutral third party for non-binding mediation before resorting to litigation. The location of the mediation shall be the location of the Project. The parties agree to conclude or terminate such mediation within sixty (60) days of selection of the mediator. The cost of the services of the mediator shall be shared on a 50%/50% basis between the Owner and the Construction Manager. 6.3.3 Judicial Review. If the parties are unable to reach a resolution of any dispute by direct discussion or mediation, jurisdiction to resolve the dispute shall rest solely with the circuit court in and for Lake County, Florida. There shall be no arbitration of claims arising out of this Agreement. . . ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 This Agreement may be terminated by either party upon not less than seven days written notice should the other party fail substantially to perform in accordance with the terms of this Agreement though no fault of the party initiating the termination. 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Construction Manager shall be compensated for services performed prior to notice of such suspension. 7.3 This Agreement may be terminated by the Owner upon not less than seven days written notice to the Construction Manager in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Construction Manager may terminate this Agreement by giving written notice. 7.4 Failure of the Owner to make payments to the Construction Manager in accordance with this Agreement shall be considered substantial nonperformance and cause for termination. 7.5 If the Owner fails to make payments when due the Construction Manager for services, the Construction Manager shall have all rights available to a party specified in the Florida Prompt Payment Act (Chapter 218, F.S.) and pursuant to Section 11.5.2 of this Agreement. 7.6 In the event of termination not the fault of the Construction Manager, the Construction Manager shall be compensated for services performed prior to termination. ARTICLE 8 MISCELLANEOUS PROVISIONS 8.1 Unless otherwise provided, the Agreement shall be governed by the law of the place where the Project is located. 8.2 The Owner and Construction Manager, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor . Construction Manager shall assign this Agreement without the written consent of the other. . 8.3 This Agreement represents the entire and integrated agreement between the Owner and Construction Manager and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. 8.4 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Construction Manager. 8.5 Unless otherwise provided in this Agreement, the Construction Manager and the Construction Manager's consultants shall have no responsibility for the discovery, presence, handling, removal, or disposal of or exposure of person to hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. ARTICLE 9 INSURANCE 9.1 CONSTRUCTION MANAGER'S LIABILITY INSURANCE . 9.1.1 The Construction Manager shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Construction Manager from claims set forth below which may arise out of or a result from the Construction Manager's operations under this Agreement and for which the Construction Manager may be legally liable. .1 claims under workers compensation, disability benefit and other similar employee benefit acts which are applicable to the operations to be performed; (See Exhibit B) .2 claims for damages because of bodily injury, occupational sickness or disease, or death of the Construction Manager's employees; (See Exhibit B) .3 claims for damages because of bodily injury, sickness or disease, or death of any person other than the Construction Manager's employees; (See Exhibit B) . . .4 claims for damages insured by usual personal injury liability coverage which are sustained (1) by a person as a result of an offence directly or indirectly related to employment or such person by the Construction Manager, or (2) by another person; (See Exhibit B) .5 claims for damages, other than to the Work itself, because or injury to or destruction of tangible property, including loss of use resulting therefrom; (See Exhibit C) .6 claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle. (See Exhibit B) 9.1.2 The insurance required in Subparagraph 9.1.1 shall be written for not less than limits of liability required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from date of commencement of operations under this Agreement until date of final payment and termination of any coverage required to be maintained after final payment. 9.1.3 The Construction Manager shall indemnify and hold the Owner harmless for any and all liability incurred by the Owner as a result of any act, omission, or act of negligence attributable to the Construction Manager, including attorney's fees and costs incurred. ARTICLE 10 PAYMENTS TO THE CONSTRUCTION MANAGER 10.1 DIRECT PERSONNEL EXPENSE 10.1.1 Direct Personnel Expense is defined as the direct salaries of the Construction Manager's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions, and similar contributions and benefits. (See Exhibit D) 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and . . . . include expenses incurred by the Construction Manager and Construction Manager's employees and consultants in the interest of the Project, as identified in the following Clauses. 10.2.1.1 Expenses of reproductions, postage, express deliveries, electronic facsimile transmissions and handling of Drawings, Specifications, and other documents, not to exceed fifty ($50.00) dollars per month. 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An initial payment as set forth in Paragraph 11.1 is the minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to the elapsed time for services. 10.3.3 If and to the extent that the time initially established in Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Construction Manager, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Subparagraph 11.3.1, or $9,700.00 per month as specified in the RFP, whichever is less. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES . 10.4.1 Payments on account of the Construction Manager's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Construction Manager's statement of services rendered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Construction Manager's compensation on account of penalty, liquidated damages, or other sums withheld from payments to Contractors, or on account of the cost of changes in Work other than those for which the Construction Manager has been found liable. 10.6 CONSTRUCTION MANAGER'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. 10.7 PUBLIC RECORDS LAW 10.7.1 The Construction Manager will comply with applicable provisions of Chapter 119, F.S. by making all records relating to this contract available to the public as required by Chapter 119, F.S. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Construction Manager as follows: 11.1 AN INITIAL PAYMENT of Six Thousand Dollars ($ 6,000.00) shall be made upon execution of this Agreement and credited to the Owner's account at final payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, Basic Compensation shall be computed as follows: Monthly Payments of Ten Thousand Dollars ($ 10,000.00) for a duration of sixteen (16) months for a total of One Hundred and Sixty Thousand Dollars ($ 160,000.00). 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR ADDITIONAL SERVICES OF THE CONSTRUCTION MANAGER, as described in Article 3, compensation shall be computed as follows: Direct Personnel Expense X 2.0 multiplier, plus any reimbursable expenses. . . . . . 11.4 ADDITIONAL PROVISIONS 11.4.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within sixteen (16) months of the start of construction, through no fault of the Construction Manager, extension of the Construction Manager's services beyond that time shall be compensated as provided in Subparagraph 10.3.3 and 11.3.1. 11.4.2 Payments are due and payable thirty (30) days from the date of the Construction Manager's invoice. Amounts unpaid fifteen (15) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manage~ . 1% Monthly 11.4.3 The rates set forth for Additional Services shall be annually adjusted on the anniversary of commencement in accordance with normal salary review practices of the Construction Manager but shall not exceed 3% per annum. This Agreement entered into as of the day and year first written above. OWNER City Of Clermont, Florida ~ (Sign~ ~ S.'trvil\e¡ "Yr. I (Printed name and title) -rV'Itíiyo r President 1/1/02- . . - -. ..... . -. ... - -. -.,",IJ.~I I I In~u~n~L.. I 12;ìiï2'ô~T{ '""""" (352)3 77 - 2002 FAX (352) 3 76-8393 THIS CERTI. IS ISSUED AS A MATTER OF INFORMATION "8 ONLY AND RS NO RIGHTS UPON THE CERTIFICATE Scarborough Coll1Jany Insura Inc. HOLDER. TH ,:RTIFICATE DOES NOT AMEND, EXTEND OR 2811 NW 41st Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P. O. Box 147050 INSURERS AFFORDING COVERAGE C::!,,;:,,~::...i:l-:. 7"-'- 3:S1.J.-7CSO INSURED Perry /Parrl sh, Inc. INSURER A: Northern Insurance Co. of NY (Zurich) 4421 NW 39th Avenue Building '3 INSURER B: ALLSTATE INSURANCE COMPANY Gainesville, FL 32606 INSURER C: National Union Fire Ins. Co. Attn: Betty Kay Jordan INSURER 0: Bridgefield Employers Ins Comp I INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY P:RIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POllCIE3. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER P6>¡+~~~~88~E PgÃ!fll~rX~,w,N LIMITS LTR ~NERAL LIABILITY CON98516702 09/30/2001 09/30/2002 EACH OCCURRENCE S 1,OOo,oe X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Anyone fire) S 100,oe CLAIMS MADE [!J OCCUR MED EXP (Anyone person) S s,oe A - PERSONAL & ADV INJURY S l,OOO,OC I-- GENERAL AGGREGATE $ 2,OOO,O( GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG S l,OOO,OC II POLICY m~~T [Xl LOC ~TOMOBILE LIABILITY 048194640 09/30/2001 09/30/2002 COMBINED SINGLE LIMIT ~ ANY AUTO (Ea accIdent) S 1,000,00 - ALL OWNED AUTOS BODIL Y INJURY (Per person) S B ~ SCHEDULED AUTOS HIRED AUTOS BODILY INJURY ~ S NON-OWNED AUTOS (Per accidenl) I....:...:... '-- PROPERTY DAMAGE S (Per accident) ~RAGE LIABILITY AUTO ONLY - EA ACCIDENT S ANY AUTO OTHER THAN EA ACC S AUTO ONLY: AGG S EXCESS LIABILITY BE 871-31-90 09/30/2001 09/30/2002 EACH OCCURRENCE S 10,000,001 W OCCUR 0 CLAIMS MADE AGGREGATE S 10,000,001 C S Çi DEDUCTIBLE S X RETENTION S 10,00q S WORKERS COMPENSATION AND r3O-27103 03/01/2001 03/01/2002 X Ir~*'¡ LfMI¥S IUE~' EMPLOYERS' LIABILITY 500,OOC D E,L. EACH ACCIDENT S E,L, DISEASE - EA EMPLOYEE S 500,00C E.L. DISEASE. POLICY LIMIT S 500,00C OTHER 8QESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS lanket Additional Insured Endorsement Applies to General Liability I CERTIFICATE HOLDER I I ADDITIONAL INSURED; INSURER LETTER: CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE:50 THE CERTIFICATE HOLDER NAMED TO THE LEFT, -/' ~ BUT ~AILURE T~ MAIL SU7H °JICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF pj.¡Y KIND UpQwrHE iOMP"/.NY, ITS AG.IitoIoTS OR REPRESENTATIVES, SAMPLE CERTIFICATE AUT/H,~RIZED ,~yr~,-. 'i1;T Doinli: Garrett ORD 25-5 (7/97) f @ACORD CORPORATION 1988 ~' - -~~ô:_"'" ':"""~.""""""',' ""7';-""'~:~L:.'; ",~~""" u "'e""','~" "<",~, t":, 7' :"-"i:1;:.'"'~U'i~ìF".' .^~ï'::";;'~~~~;:~r:¡;;.::~:,~:¡,¡~:!""- '",' '", "', ' : EXHIBIT (' "'" :' :. "':, ~=I.; ',¡ ¡ '",'; . "', , ": ¡:;;::¡~~'!i::,f¡¡;":t~:,1~!:: tlAT. II~1 ;/, ~'~"""."...."""!,¡;~::::""""""",,,,~",!!'::,.A "-f""~",,;.'~'i"';:~i:\',-.~¡¡,,,,_M' , ,,~,: ~~~' :. ' '::I~;,~, .."~h,....., 1~:::t::~~~~íL..~2/11/2001 t~ THIS IS eVIDENce-THÄÌ' IN'S' ICE AS IDENTIFIED BELOW HAS BeEN 155 is IN FORCE, AND CONVEYS ALL'THe"""""""""" RIGHTS AND PRIVILEGES A ,OED UNDER THE ~OL/CY. ï..cXîüëËR"""""'" "'...........oon""n~t~N~:";;;"',',ç~,~,~,~',3'~~';J,~,~',~',",',","','.',::',:'.',~:',:"',:',",',',:',' 'CöidpW;""""""""""""""""""""""""""'" ... """""""""""" """""""""oooo"....,..."""..,..... Cons~ruct'on Insurance Corp. RLI 2110 Herschel St. Jacksonville, FL 32204 . ceDæ'iŠ645 sü'ëcö¡;'Ë:"""""""""""""""""" ,.......,..".. !~Jf';,~,:;"""'a~~,~.~,~~'~",""""""',:':"':',',',','.':'.',:',',:"',"","',"',::',:',',".'.:"',::',",:'::'""'::',:',"'," ',:',",',:',',:',',::',: 'i.ëiÁ;;j¡üiØiiiit""""""""'" """':"pöï:ië'iNÏiMBËiï"""" """ ,',", """""" , Perry-~arrish, Inc. : RBLOO01026PPI 4421 NW 39th Avenue """"""""""'..,......,...."..,',,..,.. """"""" ,..,'.... ..oo...., , , ePF'eCfIVE DATe: exPIRATIQ)¡ DATI! : ....'..' CONT1NIÆOUNT1L Building 3 03/01/2000:: xi TMMINA'!;D!l:ØlIiO<ED Gai nesv; 11 e, FI.. 32606 'ñiiäït'ïFUèiä,iRii:iiïiiŸiöï;;j¿s'ÖÄTëii""""'" ....,' -..oo'" """'" .., ""'" .. ,"~~ gJM9!M!.t¡JRffi~;;¡:,¡1:¡~~;¡¡¡¡¡;ffit1~iHt~ß¡t~~5.tk!.imlh:,dJif¡m$11.¿l~: ~ t¥fJþ",i-:~è~~,ffi'~~~~:~:~~,~'iY~, t';~i~~~ ~~~::~.Ei.:if, 1,000TlCUtlOESCRIPTlCH ' " " , , , Ww,v ~ S!@i~9~~;;j~:~' ~[:;:~«á~l~~i~~lMJd.~E.%i:..¡tf~~Üb~k~~ :!~¡¡¡~fh:e~; ,@.?[~ : :~~ ~~ ,:t: ~:~:~~ ~! :t ,; t~~~~'~~:;lf;~;~i~~ErJ~:~ COVIRAOEIPERI\oiJFOIIrIIC ; AMOUNT Ol'INSUI!ANC1!: amuC'TtBU: """"'" , 'ÄïT'ï~i!¡K 'BLïndëri"'iïï¡I""::""'P'ë'r"'p'rõJiëf"L~ï1Ïrt"""""'""""""""""""""""""""""""""""""""""'1"""""""'15":'ö'ö'ö';'óóo': """"""""l~'õëi¡), INCLUDING THE FallOWING: ! SUBLIMITS:' .Ear~hquake i lO,OOO,OOO '-Flood 10,000,000 Sof1: Costs 250,000 Temporary Storage 2,000,000, In Transit 500,000; Debris Removal 500,000: Valuable Papers and Records 100,000 Expedi 'tÍ n9 Expenses soo , 000 Pollutant Cleanup 25,000 Ordinance or Law 500,000' Contract Penal ty 50 ,000: . 25,000 25,000 5,000 S,OOO 5,000 5,000 5,000 5,000 5,000 :,00°, S,OOOI ~M.~~J~~!i~~íí~~W¡: !!\@m9.r!!ti~;~I~;è~¡~;,~~;¡¡::~Sà;~~¡;~;:jf¡¡~!:'i~~f$§Üiif;~1~:t~~ri(ßml~h~~f~~/:1;W' ': :,:'~ :':'~'7:?!:i,tF:~~!; ~,!¡! ! ::~: :;:; '; :::; "; '::T' :::; '¡¡1:i~}:"~ ~~:~'~j'¡jEt; .Ear~hquake ex~luded in CA & New Madrid Sel$mic Zones (o~hern than zones 8-11) and SIOO,OOO Deduc~;b'e in New Madrid Seismic Zones 8-11 t9Flood Zone A or V Ded. is equal to amount of cav. avail from NFIP - 525,000 M1n. SlMIL Flood Limita~ion - Zone A or V. O~her Deduçtibles: 2~ Named Storm Wind Oeduc~;b'. ;~ property w1~hi" 25 miles of ~h. Atlantic Ocean or Cult of Mexico subject to 525,000 Minimum' 5500,000 Max;mum. (Minimum will cap at 550,000 for multiple projec~s affec~ed by same storm). Additional Expenses, Loss of Income' ~ental Income subject to (5) Day Deductible. ~ç, ~~ TJP.~.;;:,;::;:@;JJ::;'!;:;:~~;;;:;:~~~~/l{¡M;;;;;:;;:g;¡:;:;r~,~;::¡'BHæI;Zi(;~!1:Jj~g4ë!~ñJ.ÜrJJ:g~!~ ~}êi~fRt$!:1~tn~~!:~~i'~Ë\ ;3~~Id~t,! ',~;:! ,;'~ ! ': !' ~t ë;~§~~~~~:::::¡:~rt~:~:t:: THE POLICY IS SUBJECT TO THE PREMIUMS, FORMS, AND RULES IN EFFECT FOR EACH POLICY PERIOD, SHOULD THE POLICY BE TERMINATED, THE COMPANY WILL GIVE THE ADDITIONAL INTEREST IDENTIFIED BELOW 30 DAYS WRITTEN NOTICE, AND WILL SEND NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT TI-IAT INTEREST, IN ACCORDANCE WITH THE POLICY PROVISIONS OR AS REQUIRED BV LAW. ,AP.9fr~9~J&.~~t;~:;:d~;~:~~ ~:; :;,;~,¡~;ti:UlbÚ:;~ii:~;! {;äiJti,;:;Wi£~:::;:&Ji;i~rtáït~~;E t~:";:~~;1:1 h~~*lrlm::,::~:~~~:~ni¡\i?~!:i:.!/P~;;;::":': ,',:::, '.' : :::~:: 'i:; ::;,:~~f.:~¡:;:': i ;,;' .~:::I,::!:: NAill! AND ACORI!N i ¡ IllCATOAQI:I!: :; AccmONALIIoISURIiD Informa'tion Only ¡:Lö'LI,.¡~~,~,~~,~...............I::::J,......,............,....,....,-,....",.., """"""'" ...., ..,..,...."".." ..".., AUTHORlno RiPRESEHTATI\I1! Kara Oavis/lCLB f<~'- ~(I-'>'-d :iS~ ~~' it (~1(I.~l~='~:';;::;;:¡E :, :L::':!:~~:riT?'!': iH¡r~;~~r~ ('!,:\1::;~!:!¡¡;¡:!~i:. : g:~::;;r't,W%f~;~:š¡~~/:~~~!i¡:~T~~~i~~~¡~:¡}¡:ri:i~~n~HW!Hr:~*¡iIT¡~:¡n~S~!~~!~~'¡:;~~;~:~t)Q1{:"t#¡ . e. . . EXHIBIT D ARTICLE 10.1 DIRECT PERSONNEL EXPENSE MARK GORDON - PROJECT MANAGER Gross Salary - $5,334/Month Labor Burden, 0.5624 PPI CONSTRUCTION MANAGEMENT . LABOR BURDEN CURRENT DATE 10/25/2001 FICA/MEDICARE 0.0765 UNEMPLOYMENTSUTA/FUTA 0.0179 WORKERS COMPENSATION 0.01 99 HEALTH & DISABILITY INSURANCE 0.2585 GENERAL LIABILITY 0.0446 PENSION (401k) 0.0550 TRAINING 0.0300 BONUS 0.0600 TOTAL 0.5624 .