2005-23• AGREEMENT BETWEEN
OWNER AND CONSTRUCTION MANAGER
THIS AGREEMENT is made this 28th day of February, 2005 between the CITY OF CLERMONT,
FLORIDA, 685 W. Montrose Street, Clermont, FL 34711 a municipal corporation (hereinafter called
the Owner) and WPC INDUSTRIAL CONTRACTORS LTD., 11651 Philips Highway, Jacksonville,
FL 32256 (hereinafter called the Construction. Manager), for services in connection with the following
described Project: SUNBURST LANE WATER TREATMENT PLANT. The Owner and the
Construction Manager mutually agree and promise as set forth below:
ARTICLE 1
The Construction Team and Extent of Agreement
1.1 The Construction Team: The Construction Manager, the Owner, and the Engineer (the
Construction Team) will work as a team through construction completion. The Engineer for the Project
is BOYLE ENGINEERING CORP, 320 E. South Street, Orlando, FL 32$01. The Construction
Manager shall provide leadership to the Construction Team on all matters relating to construction.
1.2 Extent of Agreement: This Agreement includes the Drawings and Specifications for the Project
and the General Conditions which are hereby incorporated herein and, represents the entire agreement
• between the Owner and the Construction Manager and supersedes all prior negotiations,
representations or agreements. The General Conditions are attached hereto as Exhibit "A". Where this
Agreement is expressly in conflict with the General Conditions, this Agreement will prevail. Where
this Agreement is silent, the General Conditions and requirements of the Drawings and Specifications
will prevail. This Agreement may be amended only by written instrument signed by the Owner and the
Construction Manager.
ARTICLE 2
Construction Manager's Basic Services
2.0 The Construction Manager agrees to furnish its best skill and judgment and to cooperate with
the Engineer in furthering the interests of the Owner. The Construction Manager agrees to furnish
efficient business administration and superintendence and to use its best efforts to complete the Project
in an expeditious and economical manner consistent with the interests of the Owner. The Construction
Manager's Basic Services under this Agreement include preconstruction and construction phase
services.
2.1 The Preconstruction Phase: The Construction Manager shall:
2.1.1 Provide preconstruction deliverables consisting of 6 copies o£ (1) A Preliminary Design Cost
Estimate and (2) a report of selected subcontractors at 90% Construction documents, together with a
Guaranteed Maximum Price proposal and a guaranteed maximum schedule. The Preliminary Design
• Cost Estimate will indicate the Construction Manager's confirmation that the concept selected can be
constructed within the budget. The reports shall include a complete discussion and summary of the
services provided, with costs, in accordance with Subparagraphs 2.2.2 through 2.2.8 herein below.
• 2.1.2 Review designs during their development. Advise on site use and improvements, selection of
materials, building systems and equipment and methods of Project delivery. Provide recommendations
on relative feasibility of construction methods, availability of materials and labor, time requirements
for procurement, installation and construction and factors related to cost including but not limited to,
costs of alternative designs or materials, preliminary budgets and possible economies. There will be up
to six (6) design review sessions.
2.1.3 Provide, for the Engineer's and the Owner's review and acceptance, a Project Schedule that
coordinates and integrates the Construction Manager's services, the Engineer's services and the Owner's
responsibilities with anticipated construction schedules. The Construction Manager shall update this
schedule monthly during the construction of the plant.
2.1.4 Prepare for the Owner's approval a detailed estimate of Construction Cost, as defined in Article
8 herein, developed by using estimating techniques which anticipate the various elements of the
Project, and based on design documents prepared by the Engineer. The final update will be the
guaranteed maximum price (GMP). Advise the Owner and the Engineer if it appears that the
Construction Cost may exceed the Project budget. Make recommendations for corrective action.
2.1.5 Coordinate Contract Documents by consulting with the Owner and the Engineer regarding
Drawings and Specifications as they are being prepared, and recommending alternative solutions
whenever design details affect construction feasibility, cost or schedules.
• 2.1.5.1 Advise on the separation of the Project into contracts for various categories of Work. If
separate contracts are to be awarded by the Owner, review the Drawings and Specifications and make
recommendations as required to provide that (1) the Work of the separate contractors is coordinated
with that of the Trade Contractors, (2) all requirements for the Project have been assigned to the
appropriate separate contract, (3) the likelihood of jurisdictional disputes has been minimized, and (4)
proper coordination has been provided for phased construction (5) develop a Construction Phasing Plan
coordinated with the project schedule.
2.1.5.2 Develop a Project Construction Schedule providing for all major elements such as
phasing of construction and times of commencement and completion required for each Trade
Contractor. Provide the Project Construction Schedule for each set of bidding documents. Develop a
plan for the phasing of construction.
2.1.5.3 Establish a schedule for the purchase of materials and equipment requiring long lead
time procurement, and coordinate the schedule with the early preparation of portions of the Contract
Documents by the Engineer. Make recommendations for the Owner furnished Contractor installed
equipment (OFCI). Prepare procurement documents for OFCI equipment. Expedite and coordinate
delivery of these purchases.
2.1.6 Make recommendations for pre-qualification criteria for bidders and develop bidders' interest in
the Project. Establish bidding schedules.
• 2.1.7 Schedule and conduct monthly meetings of the Construction Team, and prepare and distribute
minutes.
• 2.1.8 Based upon Drawings and Specifications produced by the Engineer, develop Guaranteed
Maximum Price proposal(s), including Project Construction Schedule, itemized by Trade Contract, for
phases of Work as required by the Owner. If the documents as prepared by the Engineer are not
adequate for the development of a Guaranteed Maximum Price, the Construction Manager shall notify
the Owner immediately, prior to developing the GMP. All assumptions made by the Construction
Manager in the development of the GMP shall be specifically listed in the GMP proposals, and the
GMP will not be adjusted due to assumptions made by the Construction Manager, but not included in
the GMP proposal.
2.1.8.1 If the Owner accepts the GMP proposal, it will become an Amendment to this
Agreement that will establish the GMP, Contract Time, and liquidated damages for that phase of the
Work. Performance and Payment Bonds on the Owner's standard forms will be executed
simultaneously with the-GMP amendment.
2.1.8.2 If the Owner does not accept the GMP proposal, the Owner shall so notify the
Construction Manager in writing. The Construction Manager shall then recommend adjustments to the
Work through value engineering. The Construction Team will discuss and negotiate these
recommendations for no more than 30 calendar days, unless the Owner grants an extension in writing.
The Owner may terminate this agreement if an acceptable GMP is not agreed upon through these
negotiations.
• 2.2 Construction Phase. The Construction Manager shall:
Unless otherwise provided herein or authorized by the Owner, all work shall be performed
under Trade Contracts held by the Construction Manager. The Construction Manager shall not bid on
any of the Trade Contractor Works or perform such work with its own forces without the prior written
consent of the Owner.
Notwithstanding, the Construction Manager shall have the opportunity to self perform any
Trade Package if and only if all the bids received (minimum of two) for that particular Trade Package
exceed the Construction Manager's GMP budget amount, and it is approved by the Owner.
2.2.1 Administer the Construction phase as provided herein and in the General Conditions and in
accordance with the Drawings and Specifications Conditions as may be amended, including any agreed
upon future or supplemental conditions.
2.2.1.1 Terms used in the General Conditions shall have the following meanings:
Contractor means Construction Manager, and the terms will be used interchangeably;
.2 Subcontractor means Trade Contractor, and the terms will be used interchangeably; and,
.3 Contract Sum or Price means Guaranteed Maximum Price, and the terms will be used
interchangeably.
• 2.2.2 Commence the Work within 30 days after receipt of the executed Guaranteed Maximum Price
Amendment and Notice to Proceed from the Owner.
2.2.3 Develop Trade Contractor interest in the Project, solicit and conduct pre-bid conferences with
interested bidders to review the documents. Take competitive bids on the Work of the various Trade
Contractors; or, if authorized by the Owner in writing, negotiate for the performance of that Work. The
Construction Manager may require bidders to submit bid bonds or other bid security acceptable to the
Construction Manager as a prerequisite to bidding on the Work. Analyze and evaluate the results of the
various bids and their relationship to budgeted and estimated amounts, and prepare for review with the
Owner and Engineer a bid tabulation analysis and such other support data as necessary to properly
compare the various bids and their responsiveness to the desired scope of Work. Specifically, review
the scope of Work in detail with apparent low responsive bidders to determine that their bids are
complete but do not include duplicate scope items. Maintain records of all pre-award interviews with
apparent low bidders. Prepare and submit written recommendations to the Owner and Engineer for -
award of Trade Contracts by the Construction Manager. Promptly award and execute Trade Contracts
with approved Trade Contractors. Provide a copy of fully executed Trade Contracts, insurance
certificates and, if required, bonds to the Owner.
2.2.4 Manage, schedule and coordinate the Work, including the Work of the Trade Contractors, and
coordinate the Work with the activities and responsibilities of the Owner, Engineer and Construction
Manager In order to complete the Project in accordance with the Owner's objectives of cost, time and
quality. Develop and maintain a program, acceptable to the Owner and Engineer, to assure quality
control of the construction. Supervise the Work of all Trade Contractors, providing instructions to each
when its Work does not conform to the requirements of the plans and specifications and continue to
manage each subcontractor to ensure that corrections are made in a timely manner so as to not affect
the progress of the Work. Should disagreement occur between the Construction Manager and the
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.
2.2.5 Maintain exclusively for this Project a competent full-time staff to coordinate and direct the
Work and progress of the Trade Contractors on the Project. Provide on site supervision for all work
performed under this Agreement. All of the Construction Manager's on-site management and
supervisory personnel shall be consistent with the RFP interview presentation and shall not be removed
or replaced without the Owner's Consent which shall not be unreasonably withheld. The Owner shall
have the right to direct the Construction Manager to remove or replace any on-site personnel whose
performance becomes unsatisfactory to the Owner. In such event, the Construction Manager shall
promptly replace such personnel, without consideration of additional compensation for the
replacement.
2.2.5.1 Establish on-site organization and lines of authority in order to carry out the overall
plans of the Construction Team. Identify a member to represent the Construction Manager, on a daily
basis, with authority to negotiate change orders and contract modifications on behalf of the
Construction Manager. Make available such executive personnel as necessary to execute change orders
ar other contract modifications on behalf of the Construction Manager so as not to delay the progress of
the Work.
• 2.2.6 Establish procedures for coordination among the Owner, Engineer, Trade Contractors and
Construction Manager with respect to all aspects of the Work. Confirm in writing and implement such
procedures with all members of the Construction Team. In addition provide a complete Trade
Contractor and Equipment Supplier Contact listing and distribute to the Construction Team.
• 2.2.6.1 Require of the various Trade Contractors such Coordination Drawings as may be
necessary to properly coordinate the Work among the Trade Contractors.
2.2.6.2 In coordination with the Engineer, establish and implement procedures for tracking and
expediting the processing of shop drawings and samples as required.
2.2.7 Schedule and conduct weekly progress meetings with Trade Contractors to review such matters
as job procedures, construction progress, schedule, shop drawing status and other information as
necessary. Provide prior notice to Owner and Engineer of all such meetings, and prepare and distribute
minutes. Attend monthly Team progress meetings scheduled by the Construction Manager.
2.2.8 Review the schedule with the various Trade Contractors and review, or expand, the level of
detail to incorporate specific Trade Contractor input consistent with the overall completion
requirements. Regularly monitor and update the Project Schedule and various sub-networks as
construction progresses. Identify potential variances between scheduled and probable completion dates.
Review schedule for Work not started, or incomplete, and make adjustments in the schedule to meet
the scheduled completion date. Provide summary reports of each monitoring and document all changes
in schedule. Regular schedule updates and reporting shall be included as part of the monthly project
report outlined in Subparagraph 2.3.16 herein. Display the current Project Schedule in the on-site
office; review at progress meetings.
2.2.9 Determine the adequacy of the Trade Contractors' personnel and equipment, and the availability
of materials and supplies to meet the schedule. In consultation with the Owner and the Engineer, take
necessary corrective actions when requirements of a Trade Contract or a Trade Contract Schedule are
not being met.
2.2.10 Whenever Owner-Furnished Contractor-Installed (OFCI) materials or equipment are shipped to
the Project site, the Construction Manager shall notify the Owner and shall be responsible for their
acceptance, proper storage, and incorporation into the Work provided the scope of the Owner-
Furnished Contractor-Installed (OFCI) work is included within the Guaranteed Maximum Price.
2.2.11 Develop and maintain an effective system of Project cost control that is satisfactory to the
Owner. Revise and refine the initially approved Project Construction budget, incorporate approved
changes as they occur, and develop cash flow reports and forecasts as needed. Identify variances
between actual and budgeted or estimated costs and advise Owner and Engineer whenever projected
costs exceed budgets or estimates. Cost Control reports shall be included as part of the monthly project
report outlined in Subparagraph 2.3.16 herein.
2.2.12 The Construction Manager shall maintain a system of accounting consistent with generally
accepted accounting principles (GAAP). The Construction Manager shall preserve all accounting
records for a period of five (5) years after final acceptance of the Work. The Owner shall have access to
all such accounting records at any time during the performance of the Work and for a period of five (5)
years after final acceptance of the Work.
• 2.2.13 Develop and implement a system for the preparation, review and processing of change orders.
Without assuming any of the Engineer's responsibilities for design, recommend necessary or desirable
changes to the Owner and the Engineer, review requests for changes and submit recommendations to
the Owner and Engineer.
• 2.2.13.1 When requested by the Owner or Engineer, promptly prepare and submit estimates of
probable cost for changes proposed in the Work including similar estimates from the Trade
Contractors. If directed by the Owner, promptly secure formal written Change Order Proposals from
such Trade Contractors.
2.2.14 Be responsible for initiating, maintaining and supervising effective safety programs and require
similar programs of the Trade Contractors and Sub-subcontractors. The OSHA guidelines shall serve as
the basis for the construction safety program. If the Owner implements an Owner Provided Insurance
Program as provided for in Article 11, the Construction Manager shall cooperate with the safety
representatives of the Owner's Insurance Administrator and/or the Owner's insurance carrier(s) in the
course of construction site inspections and in all other matters related to job safety and accident
prevention.
2.2.14.1 Promptly notify the Owner and, where applicable, the Owner's Insurance Administrator,
in writing, upon receiving notice of filing of any charge of non-compliance from OSHA, or upon
receiving notification that a federal or state inspector shall visit or is visiting the Project site.
2.2.14.2 At progress meetings with Trade Contractors, conduct a review of job safety and
accident prevention, and prepare .minutes of such meetings that will be available to the Owner's
Representative on request. The minutes of job safety and accident prevention portion of such progress
meetings shall be made available to the Owner's Insurance Administrator, where applicable, upon
request. The Construction Manager shall preserve all reports and minutes for a period of five (5) years
• after acceptance of the work.
2.2.14.3 Designate afull-time staff member as the project safety director who shall oversee job
safety and accident prevention for the Construction Manager, Trade Contractors and Sub-subcontractor
involved in the Work, in addition to any other responsibilities assigned to such staff member.
2.2.15 Make provisions for Project security acceptable to the Owner, to protect the Project site and
materials stored off-site against theft, vandalism, fire and accidents, etc., as required by job and
location conditions. Mobile equipment and operable equipment at the site, and hazardous parts of new
construction subject to mischief, shall be locked or otherwise made inoperable or protected when
unattended.
2.2.16 Record the progress of the Project. Submit written monthly progress reports to the Owner and
the Engineer including information on the Trade Contractors' Work, the percentage of completion,
current estimating, computerized updated monthly Critical Path Method scheduling and project
accounting reports, including Estimated Time to Completion and Estimated Cost to Complete. Keep a
daily log available to the Owner and the Engineer. Report and record such additional information
related to construction as may be requested by the Owner.
2.2.17 The Construction Manager shall be responsible for the removal, encapsulation, transportation
and disposal of any hazardous material, including, without limitation, any asbestos or asbestos-related
products as may be required in connection with the Work. Hazardous material, described by federal
• guidelines brought by the Construction Manager or the Trade Contractors shall remain their
responsibility for proper disposal. Any hazardous material not specifically shown on the documents
shall be considered a concealed condition and may be the responsibility of the Construction Manager in
a Change Order increasing the Guaranteed Maximum Price for any additional costs incurred and
extending the contract for a reasonable period of time if necessary.
• 2.2.17.1 Any asbestos abatement Work required in connection with the Work shall only be
performed by an asbestos contractor, which has been pre-qualified by the Owner.
2.2.18. Any asbestos abatement Work required in connection with the Work shall only be performed by
an asbestos contractor, which has been pre-qualified by the Owner.
ARTICLE 3
Additional Services
3.1 Upon the mutual agreement of the Owner and the Construction Manager, and upon written
authorization from the Owner, the Construction Manager shall provide additional services, which are
beyond the scope of the Basic Services described in Article 2 Herein. The Construction Manager shall
be compensated for such additional services a fee to be negotiated by the Owner and the Construction
Manager at the time of the additional service request.
ARTICLE 4
Owner's Responsibilities
4.1 The Owner shall be responsible and held accountable for all as-built or existing condition
information provided to the Construction Manager as it relates to the subsequent design and
• construction costs associated with deviations and changes to the scope of work.
4.2 The Owner shall designate a representative to act in its behalf. This representative, or his/her
designee will monitor the progress of the Work, serve as liaison with the Construction Manager and the
Engineer, receive and process communications and paperwork, and to represent the Owner in the day-
to-day conduct of this Project. The Construction Manager will be notified in writing of the
representative and of his/her designee or any changes thereto.
4.3 The Owner may retain a threshold inspector, if required by Chapter 553, Florida Statutes.
4.4 The Owner shall inform the Construction Manager, in writing, of the Owner's budget for the
project. This shall be provided prior to the Construction Manager providing the budget confirmation
outlined in paragraph 2.2.1.
4.5 The Owner shall review and approve or take other appropriate action on the Construction
Manager's preconstruction deliverables within 30 calendar days of receipt.
4.6 During the construction phase, communications shall be made directly to the Construction
Manager.
4.7 Owner shall retain and pay for the services of a geotechnical firm, which will include on site
inspections and materials testing laboratory services.
C7
• ARTICLE 5
Schedule 5.1 Conceptual Design Phase
5.1.1 The Construction Manager shall submit the Conceptual Design cost estimate within 30 calendar
days after the Conceptual design documents have been provided to the Construction Manager or as
scheduled and agreed upon by the Owner and the Construction Manager.
5.2 Preconstruction Phase
5.2.1 The Construction Manager shall submit the Preliminary Design Cost Estimate, 90%
Construction Document Report, and Guaranteed Maximum Price Proposal within 30 calendar days
after the design documents have been made available to the Construction Manager, or as scheduled and
agreed upon by the Owner and the Construction Manager.
5.3 Construction Phase.
5.3.1 The number of days for performance of the Work under the construction phase of this
Agreement shall be established in the Guaranteed Maximum Price Amendment to this Agreement.
5.3.2 In the event the Owner desires to accelerate the schedule for any portion of the Work, the
Owner shall notify the Construction Manager in writing. Within twenty-one (21) days, the Construction
• Manager shall give the Owner a revised Guaranteed Maximum Price for the acceleration, which shall
become a Change Order upon acceptance. The Owner may then direct the Construction Manager to
increase its staff and require its Trade Contractors to increase their manpower, or to work such
overtime hours as may be necessary to accomplish the required acceleration in accordance with the
approved Change Order. In no event shall the Construction Manager be entitled to compensation in
excess of the adjusted Guaranteed Maximum Price. The Construction Manager may require accurate
daily records of all costs of the required acceleration and shall secure The Owner's approval of such
records. This would not apply if the project is behind schedule and the Owner requests acceleration to
get back on schedule.
5.3.3 The Owner shall have the right to occupy, or use, any portion of the Work ahead of schedule. If
use or occupancy ahead of schedule affects the Cost of the Project or the schedule for the Work, the use
or occupancy will be treated as a Change to the Work in accordance with Article 9, herein. Warranties
shall start on the date of occupancy or beneficial use of all or part of the portions of the work that the
Owner and Construction Manager mutually agree the Owner occupy or use. This would apply to the
date any equipment is placed in service and accepted by the Owner, or a building is occupied.
ARTICLE 6
Guaranteed Maximum Price
6.1 The Guaranteed Maximum Price (GMP) includes Cost of the Work required by the Contract
Documents as defined in Article 8 herein, and the Construction Manager's fee as defined in Paragraph
7.2 herein. The GMP will be established based on design documents prepared by the Engineer. The
GMP is subject to modification for changes in the Work as provided in Article 9, herein.
6.2 The GMP will only include those taxes in the Cost of the Work, which are legally enacted at the
time the GMP is established.
• 6.3 All cost savings for the not-to-exceed value of the GMP shall be returned to the Owner as part
of the net aggregate savings established when final accounting is submitted upon Final Completion of
the Work, or at such earlier time as agreed to by the Owner and the Construction Manager. Cost
savings are the net difference obtained by deducting from the Adjusted GMP, the documented
Construction Manager's Fee, the expended portions of the Construction Manager's contingency and the
actual expenditures representing the Cost of the Work as defined in Article 8, herein. Liquidated
damages, if any, are different from, and are not a part of, this calculation.
6.4 By execution of this Agreement, the Construction Manager certifies that all factual unit costs
supporting the fees specified in this Agreement are accurate, complete and current at the time of
negotiations; and that any other factual unit costs that my be furnished the Owner in the future to
support any additional fees that may be authorized will also be accurate and complete. The fees
specified in this Agreement and any additional fees that may be authorized in the future shall be
adjusted to exclude any significant sums, which the Owner determines the fee was increased due to
inaccurate, incomplete, or non- current factual unit costs.
6.5 Adjustments to the GMP will be made as described in the Conditions of the Contract.
6.6 The GMP shall include a not to exceed contingency amount that is agreed upon by the Owner
and the Construction Manager. This budget amount shall be used to cover the costs of errors and
omissions made by the Construction Manager. Owner generated enhancements or extras and Engineer
errors and omissions will be handled by change orders to the GMP amount, as outlined in Article 9,
. and shall not be covered by the contingency budget.
ARTICLE 7
Payments to Construction Manager
7.1 In consideration of the performance of the Agreement, the Owner agrees to pay the
Construction Manager, in accordance with the General Conditions and as set forth below:
7.1.1 Upon receipt of the Notice to Proceed, the Construction Manager shall begin providing the
indemnification described in the General Conditions. The Construction Manager acknowledges that ten
dollars ($10.00) has been included in the fee proposal for preconstruction services for the purpose of
providing indemnification, and is a part of the fee established for the first phase of conceptual design
phase services.
7.1.2 Upon acceptance of the GMP, or completion of the Preconstruction phase/100% design, the
amount established in the GMP Amendment to this Agreement, which includes the Construction
Manager's fee as described in Paragraph 7.2 and the Cost of the Work as described in Article 8 to be
paid monthly, as described in the General.
7.2 Included in the Construction Manager's construction phase fee of ,
($`~ plus increases in accordance with paragraph 7.3 below are the following:
• 7.2.1 The cost of its home or branch office employees or consultants not at the Project site, including
the cost of all pension contributions, hospitalization, bonus, vacations, medical insurance assessments
or taxes for such items as unemployment compensation and social security, payroll insurance, and
taxes attributable to wages and salaries and other company overhead expenses for said home office
• employees. Project personnel staff approved by the Owner, stationed at off site offices or shop will be
defined as on site.
7.2.2 General operating expenses of the Construction Manager's principal and branch offices other
than the field office.
7.2.3 Any part of the Construction Manager's capital expenses, including interest on the Construction
Manager's capital employed for the Work.
7.2.4 Overhead and profit, or general expenses of any kind, except as may be expressly included in
Article 8 herein, as Cost of the Work.
7.2.5 All costs incurred during the guarantee period after construction.
7.2.6 All other fees, costs and expenses which Owner has not specifically agreed in writing to pay.
7.3 Adjustments in the fee will be made as follows:
7.3.1 Adjustments due to Changes in the Work shall be made as described in Article 9 and the
Conditions of Contract.
7.3.2 For delays in the Work caused by the Owner, and as agreed by both the Owner and the CM, the
• Construction Manager shall be entitled to an additional fee of no more than 10% of the actual
additional General Conditions costs in accordance with paragraph 8.2.21.
7.4 Invoices for fees or other compensation for services or expenses shall be submitted in detail
sufficient for a proper pre-audit and post-audit thereof.
ARTICLE 8
Cost of the Work
8.1 The term Cost of the Work shall mean costs including General Conditions costs, incurred in the
Work as described and defined in Paragraph 8.2, below, and paid or incurred by the Construction
Manager less any reimbursement for scrap value and cash or trade discounts, subject to Article 10,
herein. The term wages used herein shall include the straight time and overtime pay and the cost of
associated employee benefits. Employee benefits include, but are not limited to, unemployment
compensation, social security, compensated absences, and other mandatory and customary
contributions and fringe benefits insofar as such costs are based on wages, salaries, or other
remuneration paid to employees of the Construction Manager. Employee benefits do riot include
Workers' Compensation insurance when the Owner, in accordance with Article 11, provides such
insurance.
8.1.1 The Owner agrees to pay the Construction Manager for the Cost of the Work as defined in
Article 8, herein, through completion of the Work. Such payment shall be in addition to the
Construction Manager's Fee as stipulated in Paragraph 7.2, herein.
8.2 Cost of the Work includes and is limited to actual expenditure for the following cost items:
• 8.2.1 Subject to prior approval by the Owner, wages paid for labor in the direct employ of the
Construction Manager other than those provided under Paragraph 7.2, herein, as a part of the
Construction Manager's Fee in the performance of the Work under applicable
collective bargaining agreements, or under a salary or wage schedule agreed upon by the Owner and
Construction Manager, and including such welfare or other benefits, if any, as may be payable with
respect thereto.
8.2.2 The cost of all materials, supplies and equipment incorporated in the Work or stored on site,
including cost of transportation and storage thereof shall be included in the Cost of the Work. At the
Owner's sole discretion, the Owner may make payment for materials, supplies and/or equipment stored
off-site and bonded.
8.2.3 Payments made by the Construction Manager to Trade Contractors for their Work performed
pursuant to Trade Contracts with the Construction Manager.
8.2.4 Sales, use, gross receipt, or similar taxes related to the Work imposed by any governmental
authority and for which the Construction Manager is liable.
8.2.5 Building and operating permit fees, inspection and filing fees, sewer and water fees, and
deposits lost for causes other than the Construction Manager's own negligence. If royalties or losses
and damages, including cost of defense, are incurred which arise from a particular design, process or
the product of a particular manufacturer or manufacturers specified by the Owner or Engineer, and the
Construction Manager had no reason to believe there would be infringement of patent rights, such
royalties, losses and damages shall be paid by the Owner and the GMP shall be adjusted by Change
Order to compensate the Construction Manager for the increased costs. If the Construction Manager
has actual knowledge that use of the particular design, process or product would infringe a patent(s)
and fails to provide written notice to the Owner before using such design, process or product, then no
royalties, losses or damages arising from use of such design, process or product shall be a Cost of the
Work.
8.2.6 Cost of removal and disposal of all debris including clean-up and trash removal.
8.2.7 Cost incurred due to an emergency affecting the safety of persons andJor property.
ARTICLE 9
Changes in the Work
9.1 The Owner, without invalidating this Agreement, may order changes in the Work within the
general scope of this Agreement consisting of additions, deletions, or other revisions. Except in cases
of emergency endangering life or property, the Construction Manager shall allow no Changes in the
Work without the prior written approval of the Owner.
•
• ARTICLE 10
Discounts
10.1 All quantity discounts shall accrue to the Owner. All trade discounts, rebates and refunds, and
all returns from the sale of surplus materials and equipment shall be credited to the Owner, so long as
the Owner makes payment to the Construction Manager within a reasonable time prior to the expiration
date of the trade discount. Construction Manager shall credit or pay, or cause to be credited or paid, to
Owner the applicable sum within thirty (30) days of receiving such discount, rebate, credit, refund
and/or return.
ARTICLE 11
Insurance
11.1 The Construction Manager shall provide insurance as required by the General Conditions and as
applicable to the work to be performed.
11.2 For insurance coverage provided by the Owner in accordance with Paragraph 11.1 above, the
Owner shall provide insurance in effect from the issuance of the Notice to Proceed with the Work until
Final Completion of the Work, and the Construction Manager shall ensure that each Trade Contractor
and Sub-subcontractor are insured under the Owner's insurance programs, in accordance with this
Article.
ARTICLE 12
Miscellaneous Provisions
12.1 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.
12.2 This Agreement shall be governed by the laws of the State of Florida. Venue of all actions shall
be Lake County, Florida.
12.3 The Construction Manager agrees that after completion of all Work under this Agreement and
all Amendments thereto and prior to final payment, it will execute and deliver to the Owner an
Assignment of Anti-trust Claims acceptable to Owner.
12.3.1 The Construction Manager also agrees that prior to final payment, it will cause each of its
suppliers and Trade Contractors who have furnished services, goods, or materials in connection with
• the performance of this Contract, to execute and deliver to the Owner an Assignment of Anti-trust
Claims acceptable to Owner.
12.4 The Construction Manager warrants that it has not employed or retained any company or person
(other than a bon fide employee working solely for the Construction Manager) to solicit or secure this
Agreement, and that it has not paid or agreed to pay any person, company, corporation individual or
• firm (other than a bona fide employee working solely for the Construction Manager) any fee,
commission, percentage, gift, or any other consideration contingent upon or resulting from the award
or making of this Agreement.
12.5 Time is of the essence.
IN WITNESS WHEREOF, the parties have affixed their signatures, effective on the date first written
above.
***********CONSTRUCTION MANAGER**********
WPC Industrial Contractors, Lt(~ame)
Attest: By: '- `
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(N itle d orporate Seal)
Je rii Jo es dmin/AR Printed Name: Jonathan Belloit
Title: President
Date: 8/18/05
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**********OWNER*********
City of Clermont
Attestf
Tracy Ackroy ity Clerk
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4~M!ArcvSt K°•
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H o d S. Turville, Jr.
Mayor
Date: ~ '- ~ .Z - L"'~~
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