Okaloosa County BOCC — June 3, 2014 — LORD AND SON A — reading text

the Owner to the Construction Manager. ARTICLE 8 INSURANCE AND BONDS For all phases of the Project, the Construction Manager and the Owner shall purchase and maintain insurance, and the Construction Manager shall provide bonds as set forth in Article 11 of Document GCC201,. (State bonding requirements, if any, and limits of liability insurance required in Article 11 of Document GCC201,) Type of Insurance or Bond Limit of Liability or Bond Amount ( $0.00) Worker's Comp & Employers’ Liability Each Accident $1,000,000 Disease — Each Emp $1,000,000 Disease — Policy Lim $1,000,000 Commercial General Liability Each Occurrence $1,000,000 General Aggregate $2,000,000 Personal & Advertising Injury $1,000,000 Products — Completed Operations Aggregate $2,000,000 Automobile Liability - Each Accident $1,000,000 Combined Single Limit Umbrella Excess Liability Each Occurrence $10,000,000 Aggregate $10,000,000 The Construction Manager shall furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder. Bonds may be obtained through the Construction Manager’s usual source, and the cost thereof shall be included in the Cost of the Work. The Agreement Between: Owner and Construction Manager Page 17 of 19 Contract Type: Construction Manager as Constructor, payment is based on Document No.OCM133 the Cost of the Work Plus a Fee with a Guaranteed Max Price amount of each bond shall be equal to 100% of the Contract Sum. ARTICLE 9 DISPUTE RESOLUTION § 9.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 9 and Article 15 of A201-2007. However, for Claims arising from or relating to the Construction Manager’s Preconstruction Phase services, no decision by the initial Decision Maker shall be required as a condition precedent to mediation or binding dispute resolution, and Section 9.3 of this Agreement shall not apply. | 9.2 For any Claim subject to, but not resolved by mediation pursuant to Section 15.3 of Document GCC201, the method of binding dispute resolution shall be as follows: (Check the appropriate box. If the Owner and Construction Manager do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.) L] Arbitration pursuant to Section 15.4 of Document GCC201 XX] Litigation in a court of competent jurisdiction 1 Other: (Specify) § 9.3 Initial Decision Maker The Architect will serve as the Initial Decision Maker pursuant 6 Section 15.2 of Document GCC201 for Claims arising from or relating to the Construction Manager's Construction Phase services, unless the parties appoint below another individual, not a party to the Agreement, to serve as the Initial Decision Maker. (if the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) ARTICLE 10 TERMINATION OR SUSPENSION § 10.1 Termination Prior to Establishment of the Guaranteed Maximum Price § 10.1.1 Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days’ written notice to the Construction Manager for the Owner’s convenience and without cause, and the Construction Manager may terminate this Agreement, upon not less than seven days’ written notice to the Owner, for the reasons set forth in Section 14.1.1 of GCC201. § 10.1.2 In the event of termination of this Agreement pursuant to Section 10.1.1, the Construction Manager shall be equitably compensated for Preconstruction Phase services performed prior to receipt of a notice of termination. ln no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 4.1. § 10.1.3 If the Owner terminates the Contract pursuant to Section 10.1.1 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay to the Construction Manager an amount calculated as follows, which amount shall be in addition to any compensation paid to the Construction Manager under Section 10.1.2: 1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services. The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager which the Owner elects to Agreement Between: Owner and Construction Manager Page 18 of 19 Contract Type: Construction Manager as Constructor, payment is based on Document No.OCM133 the Cost of the Work Plus a Fee with a Guaranteed Max Price retain and which is not otherwise included in the Cost of the Work under Section 10.1.3.1. To the extent that the Owner elects to take legal ‘i assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. If the Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the Owner will reimburse or indemnify the Construction Manager for all costs arising under the subcontract, purchase order or | rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract bad not been terminated. If the Owner chooses not to accept assignment of any subcontract, purchase order or rental agreement that - would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager will terminate the subcontract, purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination. § 10.2 Termination Subsequent to Establishing Guaranteed Maximum Price Following execution of the Guaranteed Maximum Price Amendment and subject to the provisions of Section 10.2.1 and 10.2.2 below, the Contract may be terminated as provided in Article 14 of Document GCC201. § 10.2.1 If the Owner terminates the Contract after execution of the Guaranteed Price Amendment, the amount payable to the Construction Manager pursuant to Sections 14.2 and 14.4 of GCC20ishall not exceed the amount the Construction Manager would otherwise have received pursuant to Sections 10.1.2 and 10.1.3 of this Agreement. § 10.2.2 If the Construction Manager terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager under Section 14.1.3 of GCC 201 shall not exceed the amount the Construction Manager would otherwise have received under Sections 10.1.2 and 10.1.3 above, except that the Construction Manager's Fee shall be calculated as if the Work had been fully completed by the Construction Manager, utilizing as necessary a reasonable estimate of the Cost of the Work for Work not actually completed. § 10.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of Document GCC201. In such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of Document GCC201, except that the term “profit” shall be understood to mean the Construction Manager's Fee as described in Sections 5.1 and 5.3.5 of this Agreement. ARTICLE 11 MISCELLANEOUS PROVISIONS § 11.1 Terms in this Agreement shall have the same meaning as those in GCC201. § 11.2 Ownership and Use of Documents Section 1.5 of GCC201 shall apply to both the Preconstruction and Construction Phases. § 11.3 Governing Law Section 13.1 of GCC201 shall apply to both the Preconstruction and Construction Phases. § 11.4 Assignment The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Construction Manager shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing | financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. Except as provided in Section 13.2.2 of GCC201, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. Agreement Between: Owner and Construction Manager Page 19 of 19 Contract Type: Construction Manager as Constructor, payment is based on Document No.OCM133 the Cost of the Work Plus a Fee with a Guaranteed Max Price § 11.5 Other provisions: Owner, as a political subdivision of the State of Florida, has sovereign immunity for liability for torts. This immunity has been waived subject to those limits specified in Section 768.28, Florida Statutes. Nothing in this Agreement or in any agreement referenced herein shall require Owner to be liable or responsible for any tort liability in excess of the statutory limits specified in Section 768.28, Florida Statutes. Owner does not and shall not indemnify any other party for liability in excess of the limits specified in Section 768.28 (5), Florida Statutes. ARTICLE 12 SCOPE OF THE AGREEMENT § 12.1 This Agreement represents the entire and integrated agreement between the Owner and the 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. § 12.2 The following documents comprise the Agreement: -1 Document OCM133, Agreement Between Owner and Construction Manager, Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price Document GCC201, General Conditions of the Contract for Construction Document E201, Digital Data Protocol Exhibit, if completed, or the following: wh -4 Document E202, Building Information Modeling Protocol Exhibit, if completed, or the following: .5 Other Documents: (List other documents, if any, forming part of this Agreement.) This Agreement is entered into as of the day and year first written above. OWNER CONSTRUCTION MANAGER Okaloosa County Board of County Lord & Construction, Inc. Commissioners JiA- (Signature) Signature Date Okaloosa County Board of County Commissi ' pe charlie K. wind icin Leven D. Lord II, President (Printed name and title)