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CLEARWATER GAS SYSTEM FACILITY REDEVELOPMENT - 15-0043-GA - CONSTRUCTION MANAGER @ RISK SERVICES Construction Manager C4), Risk Services for Clean titer Gas Systems Redevelopment I This CONTRACT made and entered into this /,2r' day of December —, 2017 by and between the City of Clearwater, Florida. a municipal corporation, hereinafter designated as the "City" or "Owner". and walbridge,_Aldinger of Tani a County of Hillsborough and State of Florida, hereinafter designated as the "Construction Manager". The contractin- entities shall collectively be known as the "Parties." WITNESSETH: WFIEREAS, the Clearwater City Council has approved using the Construction Manager at Risk approach on appropriate projects as determined by the City's Engineering Department-, and %k"11EREAS, the City desires that the Construction Manager perform the management of the necessary construction, design, and preconstruction services (collectively referred to as the Services) on an as-needed basis subject to the terms and conditions set forth in this agreement and any agreement incorporated into this agreement by reference. NOW, THEREFORE,IT IS AGREED BY THE PARTIES: ARTICLE I. SCOPE OF WORK AND CONTRACT DOCUMENTS 1.1 The Construction Manager and its successors, assigns, executors or administrators, in consideration of the sums of money, as herein after set forth to be paid by the City to the Construction Manager, shall and will at its own cost and expense perform all labor, furnish all materials, tools and equipment for all individual projects assigned as a result of tl,lis contract. 1 .2 For each individual project assigned, in accordance with such proposal and technical supplemental specifications and such other special provisions and drawings, if any, which will be submitted by the City, together with any advertisement, instructions to bidders, general conditions, proposal and bond, which may be hereto attached, and any drawingsif any, which may be herein referred to, are hereby made a part of this contract, and all of said work to be performed and completed by the contractor and its successors and assigns shall he fully con-ipleted in a good and �vorkrnanlike manner to the satisfaction of the City. 1 .3 Unless otherwise specified in this contract, all work shall be completed in accordance with Section 1,11 and Section IV of the City of Clearwater Contract Specifications (the Specifications). For the purposes of this contract, the term Conti-actor in Section I][ shall include the Construction 'Manager. The Specifications, as may be supplemented and changed, along with this Contract constitute the "Contract Documents," In the event there is arty conflict between this Contract and the Specifications, this Contract shall take precedence except that the GMP PROPOSAL dated 11/20/17 is expressly incorporated and made part of this Agreement. Further, the GMP Proposal shall be determinative and control in the event of any conflict, discrepancy, absence of information and ./or term or condition to the contrary. ARTICLE 2: CONSTRUCT]ON .MANAGER'S DUTIES AND STATUS 11 The Construction Manager recognizes the relationship Of trust and confidence established between it and the City by this Agreement, and agrees with the City to furnish its best skill and judgment and the overall supervision of its executives-. to fumish efficient KlSirlt�SS administration and superintendence-. and to use every effort to keep upon the project site at all tin-ics an adequate supply of workforce and materials to secure its execution and completion in the most expeditious and economical manner. 12 The Construction Manager represents that it has made a thorough examination of the premises and is thoroughly familiar with the conditions tinder which it is to work. 2.3 The Construction Manager agrees to perform and complete the Services in accordance with laws, rules, and regulations of all governmental authorities and departments thereof. 2.4 The Construction Manager agrees to cooperate with the City, Architect-Engineer, or any other Design Professional in all respects, including, but not limited to, prov n idi g necessary preconStrUCtion services, such as evaluation of methods, availability and costs of the various components of the Services while under design consideration; supervising the Services and the progress thereof., the coordination of the Services and suggesting changes in the Services; and supplying information as to costs and availability of materials and methods of construction in order, amongst other things, to reduce costs wherever the same may be practicably consistent with the duality of the Services presented in the Contract Documents. 2.5 The Construction Manager agrees to the following: a) In connection with the performance of work under this Contract, the Construction vlana ger agrees not to discriminate against any employee or applicant for employment because of race, sex, religion, color, or national origin. The aforesaid provision shall include, but not be limited to, the following employment: upgrading der-notion or transfer recruitment or recruitment advertising lar-ciff or termination rates of pay or other forms of compensation'. and selection for training., including apprenticeship b) Thc Construction Manager agrees to post hereafter in conspicuous places, available f0j- employees Or applicants for employment, notices to be provided by the contracting officer setting forth the provisions of the non-discrimination clause. c) The Construction Manager further agrees to insert the foregoing provisions in all contracts hereunder, including contracts or agreements with labor unions and/or worker's representatives, except sub-contractors for standard commercial Supplies or raw materials. 7 ARTICLE 3: SCOPE OF THE SERVICES 3.1 The services that the Construction Manager shall provide include, but are not limited to those described in the following sections. J.3 2 Reporting - Written reports shall be provided faith the monthly pay requests as follows: a) Monthly Executive Surninary which provides an overview of current issues and pending decisions, future developments and expected achievements, and any problems or delays,. including code violations found by any permitting agency. b) A Monthly ConStrLICti0n Progress Report that includes a cost narrative. a scheduling narrative and that summarizes the work, of the various subcontractors. This report shall include information from the weeklyjob site meetings as applicable such as: general conditions long lead supplies current deliveries safety and labor relations programs permits construction problems and recorni-nendations,, and plans for the Succeeding month 3.3 Scheduling a) Upon award of this Contract, the Construction Manager shall submit a master project schedule covering the planning and design approvals, construction and Owner occupancy of the Project. This schedule will serve as the framework for the subsequent development of all detailed schedules. The master project schedule shall be produced and updated monthly throughout the project. b) Within thirty (30) days after the date of the Owner's issuance of a Notice to Proceed, the Construction Manager shall prepare and submit to the Owner two copies of a Critical Path Method (CPM) construction schedule graphically depicting the activities contemplated to occur as a necessary incident to performance of the work required to complete the project, showing the sequence in which the Construction Manager proposes for each such activity to occur and duration (dates of commencement and completion, respectively) of each activity. c) Following development and submittal of the construction schedule the Construction Manager shall., at the end of each calendar month during the project. Or at SLICII earlier intervals as circumstances may require, update and/or revise the construction schedule to show the actual progress of the work performed and the occurrences of all events which have affected the progress of performance of work already performed or will affect the progress of the performance of the work yet to be performed in contrast with the planned progress of performance of such work, as depicted on the original construction schedule and all updates and/or revisions thereto as reflected in tile updated and/or revised construction schedule last submitted prior to submittal of each such monthly update and revision. Each such update and/or revision to the construction schedule shall be submitted to the Owner in duplicate, d) The Construction Manager shall provide current scheduling information and provide direction and coordination regarding milestones, beginning and finishing dates, responsibilities for performance and the relationships of the Construction Manager's workk to the work of his subcontractors and suppliers to enable them to perform their respective tasks so that the development of construction progresses in a smooth and efficient manner in conformance with the overall project schedule. The schedule shall include all phases of the construction work., material supplies,, ]on- lease procurement, approval of shop drawings, change orders in progress. schedules for change orders. and perforinance testing requirements. The Construction Manager shall advise the Owner. its representatives and the Arch itect-E"Ag i nee r of their required participation in any meetiIII2 or inspection giving each at least one week notice unless such notice is made impossible by conditions beyond his control. The Construction Manager shall hold job-site meetings at least once each month with the Construction Team and at least once each week tNith the Subcontractors and the Architect-Engineer's Field Representative, or more frequently; as required by work progress, to review progress, discuss problems and their solutions and coordinate future work with all subcontractors, e) 'Twice per month corresponding as closely as possible with progress review meetings., a "two week" look ahead report shall be prepared and submitted to Owner and Architect Engineer. 3.4 Design Review and Recommendations a) The Construction Manager shall familiarize himself thoroughly with the evolving architectural, civil, mechanical, plumbing, electrical and structural plans and specifications and shall follow the development of design thi-nugh Contract Documents. The Construction Manager shall make recommendations with respect to the selection of systems and materials, and cost reducing alternatives including assistance to the Architect-Engineer and Owner in evaluating alternative comparisons versus long term cost effect. The evaluation shall speak to the benefits of the speed of erection and early completion of the project. The Construction Manager shall furnish pertinent information as to the availability of materials and labor that will be required. The Construction Manager shall submit to the Owner and Architect-Engineer such comments as may be appropriate concerning construction, feasibility, and practicality, The Construction Manager shall bring to the Owner and the Architect-Engineer's attention any apparent defects in the design, drawing and specifications, or other documents. The Construction Manager shall prepare an estimate of the construction cost at appropriate milestones during the design and shall evaluate SLICII estimate with the project budget. The Construction Manager shall recommend cost saving alternatives, as appropriate, at each design milestone. At each design milestone the Owner, Architect Engineer and Construction Manager shall conduct a value engineering review. b) After receiving the Construction Documents for each phase of the project. the Construction Manager shall perform a specific review thereof. Promptly after completion of the review, the Construction Manager shall submit to the Owner., with a duplicate to the Architect-Engineer, a written report covering suggestions or reconiniendatioris previously submitted. additional SLIOOCStiOnS or recommendations as the Construction Manager may deem appropriate, and all actions taken by the Architect- Engineer with respect to same, any comments he mai• deem to be appropriate with respect to separating the work into separate contracts and/or alternative materials. 4 c) At completion of the Construction Manager's review of the plans and specifications, except only as to specific matters as may be identified by appropriate comments pursuant to this section, the Construction Manager shall warrant, without assuming any architectural or engineering responsibility. that the plans and specifications are consistent. practical. feasible and constructible. The Construction Manager shall warrant that the work described in the plans and specifications for the various bidding packages is constructible within the scheduled construction time. d) The Construction Manager shall review the design for the purpose of identifying long lead procurement items (i.e. machinery, equipment, materials and supplies). When each item is identified, the ConstrLICti011 Manager shall notify the subcontractors, the Owner. and the Architect-Engineer of the required procurement and schedule. Such information shall be included in the bid documents and made a part of all affected SUb-contracts. As soon as the Architect-Erigineer has completed drawings and technical specifications and the Construction Manager has obtained permitting approval. the Construction Mana,'er shall prepare invitations for bids. The Construction Manager shall keep informed of the progress of the respective subcontractors or suppliers., manufacturing or fabricating SUCK items and advise Project Director, Owner and Architect-Engineer of any problems or prospective delay in delivery. 3.5 Staffing - ley personnel assigned to City projects by the Construction Manager shall not hC removed from the project until alternate personnel acceptable to the City are approved in writing by the City, 3.6 Soliciting Bids a) Without assuming responsibilities of the Architect-Engineer, and unless waived in writing by the Owner., the Construction Manager shall prepare invitations for bids, or requests for proposal when applicable, for all procurements of long lead items., materials and services, and for Subcontractor contracts. Such invitations for bids shall be prepared in accordance with the following guidelines: i) Contracts totaling $1,000 but not exceeding $10,000 may be entered into by the Construction Manager with the firm which is qualified and submits the lowest verbal quotation. The Construction Manager shall obtain a minimum of two (2) verbal quotations. These quotations shall be entered on a bid tabulation sheet and a copy of such tabulation sent to the Owner, Architect-Engineer and to each firm. The successful quotation shall be confirmed by written contract Or purchase order to the low bid firm defining the scope and quality of work to be provided. ii) Contracts totaling $10,000 but not exceeding $200,000 may be entered into by the Construction Manager Nvith the firm who is qualified and submits the lowest responsive proposal. The Construction Manager shall request at least three (3) firn-is to submit scaled written proposals based on written drawings and/or specifications. ]'he written proposals shall all be opened publicly at the location, date and thile named by the Construction Manager in his request for proposal. .`' tabulation of tile results shall be furnished to the Owner, Architect-Engineer and to each firm. 5 iii) Contracts totaling $200,000 but not exceeding $500,000 may be entered into by the Construction Manager with the firm who is pre-qualified and submits the lowest responsive proposal. The Construction Manager shall advertise these projects at least once with the last advertisement appearing at least 21 calendar days prior to the established bid opening. date. These proposals shall be based on approved plans and specifications. Bids shall be received and opened publicly at the location, date and time established in the bid advertisement. iv) Contracts totaling $500.000 or greater shall be treated the sarne as described Linder III above except that the advertisement shall be run for at least 30 days prior to the established bid opening and at least 5 days prior-to any scheduled pre-bid conference. v) Individual purchases of materials or rentals or leases of equipment of up to $999.99 each may be made without bids or quotes when reasonably necessary to expedite work on the project; however, the Construction Manager shall not divide or separate a procurernent in order to avoid the requirements set forth above. vi) Site utilities may be acquired at market rates from the entity(ies) providing such in the franchise area. b) For each separate construction contract exceeding S35,000. the Construction Manager sha.11, unless waived by Owner, conduct a pre-bid conference with prospective bidders., the architect-Engineer and the Owner. In the event questions are raised which require an interpretation of the bidding documents or otherwise indicate a need for clarification or correction of"the invitation, the Construction Manager shall transmit these to the Architect- Engineer and upon receiving clarification or correction in writing shall prepare an addendum to the bidding document, and issue same to all of the prospective bidders. 3.7 Quality Control - The Construction Manager shall develop and maintain a program, acceptable to the Owner and Architect-Engineer that assures quality control of the construction. The Construction Manager shall supervise the work of all subcontractors providing instruction to each when their work does not conform to the requirements of the plans and specifications and shall continue to assert influence and control over each subcontractor to ensure that corrections are made in a timely manner so as to not affect the efficient progress of the work. Should disagreement occur between the Construction Manager, the Owner or the architect-Engineer over acceptability of work and conformance with the requirements of the specifications and plans, the Owner shall be the final judge of perforniance and acceptability. 3.7 Subcontractor Interfacing - The Construction Manager shall be the single point of interface with all subcontractors for any work done under this Contract, The Construction Manaccr shall negotiate all change orders, field orders and request for proposals., with all affected subcontractors and shall review the costs of those proposals and advise the Owner and architect-engineer of their validity and reasonableness, acting in the Owner's best interest prior-to requesting approval of each change order from the Owner. Before any work is began on any change order, a written authorization from the Owner must be issued. When health and safety are threatened, however.. the Construction Manager shall act immediatelN., t,,,) remove such threat to health and safety. The Construction manager shall also carefully review all shop drawings and then forward the same to the architect-Engineer for review and actions. The Architect-Engineer will transmit them back to the Construction Manager who 6 will then issue the shop drawings to the affected subcontractor for fabrication or revisic)n. The Construction Manager shall maintain a record to promote expeditious handling. The Construction Manager shall request the Architect-Engineer to make interpretations of the drawings or specifications requested of him by the subcontractors and shall maintain a record to promote timely response. The Construction Manager shall advise the Owner and Architect-Engineer when timely response is not occurring on any of the above. The Construction Manager shall collect., review and submit to the Owner, all project closeout documentation including operation. maintenance and training manuals. ARTICLE 4: MAXIMUM PROJECT COST AND FEES FOR SERVICES 4.1 Guaranteed Maximum Price for Construction a) When the Construction Documents are sufficiently complete to establish the scope of work for the project, or any, portion thereof., the Construction Manager will establish and submit in writing to the Owner for his approval a Guaranteed Maximum Price (GMP) guaranteeing the maximum price to the Owner, for the construction cost of the project or ZD designated part thereof. Such Guaranteed Maximum Price will be subject to modification for changes in the project as provided in article 4.1(e) below. Actual price paid for the work by the Owner, however, shall be the actual cost of all work subcontracts, supply contracts, direct labor costs, direct supervision costs and direct job costs, plus the Construction Manager's fees or the GMP, whichever is less when the work is complete. ,Invoicing shall occur monthly for completed work with 5% retainage withheld until final completion and acceptance of all work covered in the contract documents in accordance to the City's General Conditions, b) At the time of submission of a Guaranteed Maximum Price, the Construction Manager will verify the time schedule for activities and work which were adopted and used to determine the Construction Managers cost of work. In addition to the cost of work, a GMP will include an agreed upon sum as the construction contingency which is included for the purpose of defraying the expenses due to unforeseen circumstances relating to construction. The Construction Manager will be required to furnish documentation evidencing expenditures charged to the contingency prior to the release of funds by the Owner. If bids are received below the applicable line items in the GMP, the surplus vvill be added to the contingency. c) If bids are received above the applicable line item in the GMP, the deficiency will be taken from the contingency, however, such occurrence shall not be cause to increase the G rvi P. d) If bids are not received for a portion of the work at or below the applicable line item amount in the GMP, the Construction Manager reserves the right to perform that portion of the work as acknowledged bv the ffiviler or negotiate for its performance for the specified line item ILIMP sum amount or less. e) The increase or decrease in the Guaranteed Maximum Price resulting from a change ill the Project shall be determined in one or more of the following ways: 7 i. By mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation by the Architect Engineer and owner, ii. By unit prices stated in the Agreement or subsequently agreed upon; iii. If none of the methods is agreed upon., the Construction Manager. provided it has received a signed written order by the Owner, shall promptly proceed with the work involved. The cost of such work shall then be deten-nined on the basis of the reasonable expenditures and savings of those performing the work attributed to the change. In the event a Change Order is issued Linder these conditions, however. the Architect-Engineer will establish an estimated cost of the work ard-d the Construction Manager shall not perform any work whose cost exceeds tha[. estimate without prior written approval by the Owner. In such case, the Construction Manager shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate Supporting data of the increase in the Cost of the Project. The amount of decrease in the Guaranteed Maximum Price to be allowed by the Construction Manager to the Owner for any deletion or change which results in a net decrease in cost will be the amount of tile actual net decrease; iv. The Architect-Engineer will have authority to order minor changes in the Project not involving an adjustment in the Guaranteed Maximum Price or an extension of the Construction Completion Date and not inconsistent with the intent of 11,10 Drawings and Specifications. Such changes shall be effected by written order. Documentation of changes shall be determined by the Architect-Engineer. Changes shall be approved by the Architect-Engineer. 4.2 Construction Manager's Fee- In consideration of the performance of the contract, the Owner agrees to pay the Construction Manager as compensation for his services, fees as set forth belo\v: a) Preconstruction Phase Fee - shall be based on design costs if applicable., constructability rcview,, value engineering and fee determination of Guaranteed Maximum Price. The fee for this phase in the arrIOUnt of $94,923 shall be paid at the negotiated price upon receipt of the Guaranteed Maximum Price. b) Construction Phase Fee - Prior to corn men cern e nt of the Construction Phase, the Owner will direct the Construction Manager in writing to proceed into the Construction Phase. The Construction Manager's compensation for work or service performed during the Construction Phase shall be a fee of S841,700. The Construction Phase Fee shall t-.)e invoiced and paid in 30 months. Payments will be remitted monthly at the cost of S 28,057 each and one final monthly payment of S28,0473'he first monthly payment shall become due thirty days following the issuance of the first Construction Authorization and the final monthly payment shall be paid only when construction of the project is completed and occupancy of the project accepted by the Owner. If construction is authorized only for a part of the project, the fee paid shall be proportionate to the amount of work authorized by the Owner ARTICLE 5: TERMINATION AND TIME OF THE ESSENCE 5.1 If the Construction Manager is adjudged bankrupt or makes a general assignment for tile benefit c f c-editors. or if a receiver is appointed on account of its i risolvency. or if refuses falls, except in cases for which an extension of tirne is provided, to supply enough proper-]\ skilled vvorkinen or proper materials for the Services, or otherwise be guilty of a Substantial violation of any provision of this Agreement as determined by the certificate of the Architect, the Owner may. without prejudice and reserving any other right or rernedy the Owner may have, after giving the Construction Manager seven (7) days' written notice, terminate tl-w employment of the Construction Manager and take possession of the premises and Lill materials, tools, and appliances thereon and finish the Project in whatever manner the Owner may deem expedient. 5.2 It is mutually agreed between the parties hereby that time is of the essence of this contract. and in the event that the Substantial Completion Date is not achieved within the time stipulated herein, it is then further agreed that the City may deduct from such sums or compensation as may be due to the Construction Manager, the sum of$1,000.00 per day for each dad that the work to be performed by the Construction Manager remains incomplete beyond the time limit specified herein, which sum of $ 1,000.00 per da shall only and solely represent damages which the City has sustained by reason of the failure of the Construction Manager to complete the work within the time stipulated, it being further agreed that the sum is not to be construed as a penalty but is only to be construed as liquidated damages for failure of the Construction Manager to complete and perform all work. within the tirne period as specified in this contract. ARTICLE 6: INDEMNIFICATION 6.1 The Construction Manager and his or its successors and assigns does hereby agree to assume the defense of any legal action which may be brought against the City as a result of the Construction Manager's activities arising out of this contract and furthermore, in consideration ofthe terms, stipulations and conditions as contained herein, agrees to hold the city free and harmless from any and all claims for damages, costs of suits,judgments or decrees resulting from any claims made under this contract against the city or the contractor or the contractor"s sub-contractors, agents, servants or employees resulting from activities by the aforementioned contractor, sub-contractor, agent servants or employees. 6.2 Nothing contained herein shall be construed as a waiver of any immunity from or limitation of liability the City (Owner) may be entitled to Linder the doctrine of sovereign immunity or section 768.28., Florida Statutes. ARTICLE 7: TITLE TO THE PROJECT 7.1 The title, of all work, completed portions of the Project and in the course of construction, and of all materials on account of which payment has been made shall be in the Owner. 9 ARTICLE 8: ,kS.S1GNNL1ENT 8,1 This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns, except that this Agreement may, not be assigned by either party without the prior written consent ol'the other party. Any assignment made without such prior written consent shall not vest rights in the assignee. ARTICLE 9: ADDITIONAL PROVISIONS 9.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, and the venue for any dispute under this Agreement shall be an appropriate court of competent jurisdiction in Pinellas County, Florida. 9.2 Any notice required to be given by the terms and provisions of this Agreement or by any law or governmental regulation, either by the Owner or Construction Manager, shall be in d,vriting unless oaier��ise required bysuch law or regulation and shall be deemed to have been served 1 41- and given when deposited in either Registered or Certified Mail in United States Branch Post Office, addressed to the party hereto to whore directed, at the address specified in the Specifications. 9.3 The language in this Agreement shall be construed according to its customary meaning within the Florida building industry, Whenever used, the singular shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. 9.4 If any provision of the Contract Documents is invalid or unenforceable as against any person or party.. the remainder of the Contract Documents and the applicability of such provision to other persons or parties shall not be affected thereby. 9.5 Nothing contained in this Agreement shall be construed to mean that the Construction Manager and Owner are joint ventures or partners. Public Records Re uirements: The successful bidder/contractor will be required to comply with Section 1 19.070 1 , Florida Statues (2013), specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required b\ the City of Clearwater in order to perform the service: (b) Provide the public with access to public records on the same terms and conditions that the City of Clearwater would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by iaNv: and [0 (d) Meet all requirements for retaining public records and transfer, at no cost., to the City of Clearwater all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirernents. All records stored electronically must be provided to tile public agency in a format that is compatible wvitll the information technology Systems of the City of Clearwater. IN WITNESS,LNHEREOF, the parties to the agreement have hereunto set their hands and seals.- and have executed this Agreement, in duplicate., the day and year first above written. CITY OF CLEARWATER IN PINELLAS COUNTY, FLORIDA Attest: �V B ��77 William B. Home 11 City Manager Countersigned: qJ"t 'k'K' Rosemarie C City Clerk, By: _qfAppr °ed as to Tr George N. Cretekos, Mayor Camilo Soto, Assistant City Attorney. (Contractor must indicate whether Corporation, Partnership, company or Individual) Walbridge,Aldiner g� (The person signing shall., in his own hand-writing sign the Principal's name, his own name and his title; where the person is signing for a Corporation By: —.--,--(Seal) he must, by Affidavit- show his authority to bind the Corporation).