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Agreements/Contracts - Central Services
0 1141 7011t, 111i lik -& q 110 10 TM =-�� Document A1 33 - 2019 Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AGREEMENT made as of the _day of December in the year Two Thousand Twent, -Two (In words, indicate day, month, and year.) BETWEEN the Owner: (Name, legal status, address, and other inf)rmation) Grant County 35 C Street NW PO Box 37 Ephrata, Washington 98823 and the Construction Manager: (Name, legal status, address, and other information) Lydig Construction, Inc. 11001 E. Mont ornery Drive Spokane Valley, Washington 99206 Washin-gton Contractor's License: LYDIGC*264JC for the following Project: (Name, location, and detailed description) New Grant County Jail & Law and Justice Building Remodel 3 5 C Street NW Ephrata, Washington 98823 The Architect: (Name, legal status, address, and other information) Clemons, Rutherford & Associates, Inc. 2027 Thomasville Road, Suite 202 Tallahassee, Florida 32308 The Owner and Construction Manager agree as follows. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document A201 TM -2017, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. U E P r P.,� (1?D.� r2 t F Init. AIA Document A133T" - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and `AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 17:00:26 ET on 12/06/2022 under Order No.2114314097 which expires on 04/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2003854690) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 GENERAL PROVISIONS 3 CONSTRUCTION MANAGER'S RESPONSIBILITIES 4 OWNER'S RESPONSIBILITIES 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 7 COST OF THE WORK FOR CONSTRUCTION PHASE 8 DISCOUNTS, REBATES, AND REFUNDS 9 SUBCONTRACTS AND OTHER AGREEMENTS 10 ACCOUNTING RECORDS 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 12 DISPUTE RESOLUTION 13 TERMINATION OR SUSPENSION 14 MISCELLANEOUS PROVISIONS 15 SCOPE OF THE AGREEMENT EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT I o �o �ICS ole %ff E nyin RON Not usedl, EXHIBIT !�1310 1 1 ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (For each item in this section, insert the information or a statement such as "not applicable" or "unknown at time of execution.') § 1.1.1 The Owner's program for the Project, as described in Section 4.1.1: ( s Insert the Owner'program, identify documentation that establishes the Owner's program, or state the manner in which the program will be developed.) The Owner's program is as set forth in the RFP and RFQ documents. The Construction Manager shall work with the Owner and Architect to further develop and comply with the Owner's program. § 1.1.2 The Project's physical characteristics: (Identify or describe pertinent in formation about the Project's physical characteristics, such as size; location; dimensions; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of public g services; le i al description o the site, etc.) andprivate ivate utilitaes and se g p .f See the RFP and RFQ documents. § 1. 1.3 The Owner's budget for the Guaranteed Maximum Price, as defined in Article 6: (Provide total and, if known, a line item breakdown.) AIA Document A133"— 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Init. Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 2 by AIA software at 17:00:26 ET on 12/06/2022 under Order No.2114314097 which expires on 04/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. (2003854690) User Notes: $75,000,000. 1.1.4 The Owner's anticipated design and construction milestone dates: Design phase milestone dates, if any: Schematic Design Documents Completion: FebruqoLZO23 Design Development Documents Completion: May 2023 Submit for Permits: TBD 90% Complete Construction Document for GMP TBD 100% Complete Construction Documents: November 2023 .2 Construction commencement date: Anticipated Subcontractor Bid Opening: TBD Anticipated Commencement of Construction (New Jail): November 2023 Anticipated Commencement of Construction (Building Renovation): March 2025 .3 Substantial Completion date or dates: Anticipated Substantial Completion (New Jail): February 2025 Anticipated Substantial Completion (Building Renovation): December 2025 .4 Other milestone dates: The parties will agree on additional milestones since the Work will be accomplished in more than one hase. § 1.1.5 The Owner's requirements for accelerated or fast-track scheduling, or phased construction, are set forth below: (Identify any requirements for fast-track scheduling or phased construction.) See the RFP and RFQ documents § 1.1 .6 The Owner's anticipated Sustainable Objective for the Project: (Identify and describe the Owner's Sustainable Objective for the Project, if any.) N/A. ...-L-L vxx.., Owner- identifies a Sustainable ()1A Llfl_111�f; On Manager- X )Fate AIA Doeument E234TM 2019 S�1_10 ap .I C1 Cl _L CtN E234 2019 into the agreements with d1%., sultaxint.L. n § 1.1.7 Other Project information: (Identify special characteristics or needs of the Project not provided elsewhere.) See the RFP and RFQ documents § 1.1.8 The Owner identifies the following Designated representative in accordance with Section 4.2: (List name, address, and other contact information.) Tom Gaines, Director of Central Services Grant County Init. AIA Document A133T" — 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 17:00:26 ET on 12/06/2022 under Order No.2114314097 which expires on 04/21/2023, is not for resale, is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail co ri ht aia.or . User Notes: ppy g @ 9 (2003854690) 3 5 C Street NW PO Box 37 Ephrata, Washington 98823 t¢aines(a,grantcountywa. Dov (509) 754-6085 Direct (509) 754-2011 Main (509) 237-2920 Mobile All reconstruction communications up until the execution of each GMP Amendment shall also be directed to the Owner's Project jMa na er at the address below. Notices required by this Agreement must be directed to the Des rated .� Representative above. The Owner's Project Manaoer: David Beaudine, CCM, Assoc. DBIA Managing Director CBRE J Project Mana e� ment 1212 N Washington, Suite 219 Spokane, Washington 99201 (509) 714-7167 Mobile David.Beaudine cbre.com § 1.. 19 The persons or entities, in addition to the Owner's representative, who are required to review the Construction Manager's submittals to the Owner are as follows: (List name, address and other contact information.) Grant CountX, Grant E terata Fire Department, other local authorities haviJurisdictional utility roviders and others as required to review the Construction Manager's submittals. The Construction Managershall artici ate in presentations to the Owner's Board of Commissioners regar certain .. p submittals,which could include without limitation the schematic desl nand design develo ment documents and explanation of the GMP for approval. § 1.1.10 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact infbrmation.) Geotechnical Engineer: N/A; to be retained by the Architect. .2 Civil Engineer: N/A; to be retained by the Architect .3 Other, if any: List any other consultants retained by the Otivner, such as a Project or Program Manager.) (List Value Engineering: Construction Manager Construct abilit Review Construction Manager Owner's Project Manager / GC/CM Advisor: CBRE Phase Two Environmental Survey Fulcrum 1.1.11 The Architect's representative: AIA Document A133T" — 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Init. Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 4 by AIA software at 17:00:26 ET on 12/06/2022 under Order No.2114314097 which expires on 04/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. (2003854690) User Notes: (List name, address, and other contact information.) Will Rutherford Clemons, Rutherford & Associates, Inc 2027 Thomasville Road, Suite 202 Tallahassee, Florida 32308 § 1.1.12 The Construction Manager identifies the following Designated representative in accordance with Article 3: (List name, address, and other contact information.) Brian Singer, Principal in Charge Lydig Construction, Inc. 11001 E. Montgomery Drive Spokane Valley, Washington 99206 bsing_erklydi .com § 1.1.13 The Owner's requirements for the Construction Manager's staffing plan for Preconstruction Services as required under Section 3.1.9: (List any Owner -specific requirements to be included in the staffing plan.) See the RFP and RFQ documents, and the personnel identified by the Construction Manager in response thereto § 1.1 .14 The Owner's requirements for subcontractor procurement for the performance of the Work: (List any Owner -specific requirements for subcontractor procurement.) Subcontractor work must be bid in accordance with the requirements of RCW 39.10.380 this A reement and the agreed-upon Subcontracting Plan The Owner and Construction Manager will discuss whether to select certain Subcontractors under the requirements of RCW 39.10.385. § 1.1.15 Other Initial Information on which this Agreement is based: See the RFP and RFQ documents § 1.2 The Owner and Construction Manager may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Construction Manager shall appropriately adjust the Project schedule, the Construction Manager's services, and the Construction Manager's compensation. The Owner shall adjust the Owner's budget for the Guaranteed Maximum Price and the Owner's anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information. § 1.3 Neither the Owner's nor the Construction Manager's Designated representative shall be y changed without ten days" prior notice to the other party. g ARTICLE 2 GENERAL PROVISIONS § 2.0 DEFINITIONS 2.0.0 These Definitions are often shorthand references to more formal definitions elsewhere in the Contract Documents. When a defined term is described elsewhere in the Contract Documents the more descriptive definition shall control over any general description in this Section 2.0. 2.0.1 The A reement is this revised A 133-2019 A reement between Owner and Construction Manager. All references to the A 133 in the Contract Documents are to this revised document. 2.0.2 An Allowance is a stated amount included in the Guaranteed Maximum Price "GMP" and approved by the Owner for a stated part of the Work that is not fully defined and/or quantified at the time the GMP is established. When that part of the Work is adequately defined and/oruantified the GMP will be adjusted to account for the difference between the Allowance and the actual Cost of the Work for that item in an amount that is mutually a reeable to the Owner and Construction Mannyer. Following the adjustment, that part of the Work will no longer be an Allowance item. Inst. AIA Document A133T" — 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 17:00:26 ET on 12/06/2022 under Order No.2114314097 which expires on 04/21/2023, is not for resale, is licensed for one-time use only, and 5 may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2003854690) 2.0.3 An Application for Payment is described in Article 9 of the General Conditions and Article 11 of this Agreement. ement. An Application for Payment is generally a document the Construction Manager submits to the Owner and the Architect itemizing amounts due for and o erations tom leted at the Pro l ect site in accordance with the Contract for Construction. 2.0.4 The Archit01, is the entity with which the Owner has contracted in a se arate Owner -Architect agreement, the Architect is described in Section 4.3 of this Agreement and defined in Section 4.1 of the General Conditions. 2.0.5 A Chang a order is defined in Section 7.2.1 of the General Conditions and is generally a written instrument signed ned b the Owner. the Construction Manager and the Architect that modifies the Contract for Construction and states their a reement u on a Chan e in the Work the amount of the ad'ustment if any,in the GMP• and the extent oft ad1ustment, if any, in the Contract Time. .6 A Claim is defined in Article 15 of the General Conditions and enerall consists of a demand or assertion b 2.0 . one of the arties seeking, as a matter of ri ht adustments or interpretations of Contract terms payment of money, extension nsion of time or other relief. The term "Claim" includes dis utes and matters in uestion between the Owner and the Construction Manager arising out of or relating to the Contract Documents. 2.0.7 A Construction Chanpe Directive is defined in Section 7.3 of the General Conditions as a written order 1?Pareby -the d Owner or Architect and si ned b the Owner and Architect with or without theagreement of the - Construction Mana er directing the Construction Manager to perform a than e in the Woik or perform Work the Construction Mana er contends to be a than e in the Work riot to a reement of the basis for adjustment if an tot e Contract for Construction. 2.0.8 The Construction Manner is the entity identified above as the art to this Agreement responsible for erformin the Preconstruction Services and upon successful ne otiation and execution of the GMP Amendment responsible for construction of the Work throu hits own services as well as through Subcontractors. The Construction neral Conditions and shall provide the services of a General Manager is identified as the "Contractor" in the Ge Contractor/Construction Manager as defined in RCW 39.10. 4 2.0.9 The Construction Manager's Contingency is described in Section 3.2.4. � 2.0-10 The Construction Phase is defined in Section 3.3 of this Agreement and generally consists of the period of the Contract durin which the Construction Mana er erforms construction of the Work after the earlier of execution of the GMP Amendment or the Owner's issuance of a Notice to Proceed. 2.0.11 The Construction Schedule is the schedule defined in Section 3.10 of the General Conditions and orepared, revised and utilized by the Construction Mana er for its erformance under the Contract for Construction. 2.0.12 The Contract Documents are defined in Section 1.1.1 of the General Conditions and Section 2.1 of this Agreement. 2.0.13 The Contract for Construction sometimes referred to as the Contract is thea reement between the Owner and the Construction Manager and is formed by the Contract Documents. 2 .0.14 The Contract Sum is defined in Section 6.1 of this Agreement and Section 9.1 of the General Conditions as the amount that the Owner is to a the Construction Mana er for its erfoi-rriance of the Work under the Contract for Construction. The Contract Sum consists of the sum of the reimbursable Cost of the Work includin Ne otiated Support Services the Specified General Conditions and the Construction Manager's Fee and it shall not exceed the GMP. Neither the Preconstruction Services Cost nor the sales tax is included in the Contract Sum. 2.0.15 The Contract Time is the time defined in Section 8.1 .1 of the General Conditions andspecified in the GMP Amendment to achieve Substantial Completion of the Work. 4 2.0.16 The term Contractor means the Construction Manager. AIA Document A133 TM - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Init. Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 6 by AIA software at 17:00:26 ET on 12/06/2022 under Order No.2114314097 which expires on 04/21/2023, is not for resale, is licensed for one-time use only, and / may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. (2003854690) User Notes: 2.0.17 The Cost of the Work is defined in Article 7 of this Agreement § 2.0.18 Drawings are defined in Section 1 1 5 of the General Conditions and generally are the graphic and Pictorial portions of the Contract Documents showing the design and location of the Work and generally include Plans, elevations sections, details, dimensions, schedules and diagrams. 2.0.19 The Construction Manager's Fee is the amountspecified in the GMP Amendment based on the Percentage contained in Section 6.1.2 of this Agreement that the Construction Manager is to receive under this Contract in addition to the Cost of the Work for its performance of the Work The Fee compensates the Construction Manager for all aspects of its performance other than the Cost of the Work, and it includes the Construction Manager's Profit and all overhead expenses not otherwise reimbursable under this Agreement or through the Specified General Conditions), including but not limited to all bonds and insurance required by Sections 11 1 of the A201 (but not builder's risk insurance), any bonding of Subcontractors with subcontracts under $300,000, all home office overhead and all taxes except sales tax on the Contract Sum, and as otherwise described in this Agreement and the Cost Responsibility Matrix The Fee is applied to all reimbursable Costs of the Work as defined in Article 7 to the Negotiated Support Services to the S ecified General Conditions and to the use of the Construction Manager's Contingency, but on1v as that Contingency is expended. The Fee is not applied to any unused amount of the Construction Manager's Contingency or to any other costs except as described above 2.0.20 Final Completion is defined in Section 9.10 of the General Conditions and generally occurs when the Owner finds that the Work has been fully concluded, the required occupancy permit has been issued, the commissioning process and any validation process have been successfully concluded incidental corrective or punch list Work and final cleanin have been completed, the Construction Manager has submitted or delivered all specified items the Construction Manage has submitted a final Application for Payment, and the Owner has approved a final Application for Pa ment 2.0.21 The General Conditions of the Contract are defined in Section 2.3 of this Agreement and are the revised 2017 Edition of AIA Document A201 General Conditions of the Contract for Construction which is Inco orated her b reference. All references to the A201 or to the General Conditions in the Contract Documents are to the revised document. § 2.0.22 The Guaranteed Maximum Price ( "GMP") is defined in Section 3 2, described in Section 6.2 of this Agreement, and established in the GMP Amendment The GMP consists of the sum that the Owner and the Construction Manager establish in the GMP Amendment as the fixed limit for all Costs of the Work reimbursable under Article 7 of this Agreement, which includes the MACC, the Negotiated Support Services, the Specified General Conditions, the Construction Manager's Fee, and the Construction Manager's Contingency The GMP does not include the Preconstruction Services Cost or sales tax on progress payments State and local sales tax on the Contract Sum will be reimbursed by the Owner and aid with progress payments. The Owner is not obligated to pay the Construction Manage more than the GMP for the performance of the Work The GMP is the equivalent to the "Total Contract Cost" as that latter term is used in RCW 39.10. 2.0.23 The GMP Amendment is described in Section 3.2 of this Agreement and generally is an amendment to this Agreement setting forth the GMP for all or for an identified portion of the Work, the information and assumptions upon which it is based the Contract Time and other information upon which the parties agree. There may be more than one GMP Amendment such as if the Owner and Construction Manager aree to early Work Packages, for securin long -lead items, or as otherwise a reed 2.0.24 The Maximum Allowable Construction Cost "MACC" consists of the sum to which the Owner and the Construction Manager agree in writing, as a part of the GMP negotiations, as an estimate of the Cost of the Work reimbursable under Article 7 of this Agreement The MACC does not include the Negotiated Support Services, the Specified General Conditions, the Construction Manager's Contingency, the Construction Manager's Fee, Preconstruction Services or sales tax. A final MACC will be established as part of the GMP negotiation in accordance with this Agreement. 2.0.25 Negotiated Support Services are addressed in Section 7.8.3 of this Agreement and further clarified in the Cost Responsibility Matrix and are generally items the Construction Manager normally would manage or perform on such a prof ect, including but not limited to, surveying, laser scanning, hoisting, cleanup and trash removal, street cleaning,dust control, maintenance of traffic on public street and roads, temporary heat, temporary hookups, temporary toilets, Init. AIA Document A133T" — 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 17:00:26 ET on 12/06/2022 under Order No.2114314097 which expires on 04/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2003854690) ternporary fences enclosures barriers and barricades temporaly meter installation for water, utilities natural gas, sewer and storm sewer, and advertisement of subcontract bid packages Approved Negotiated Support Services are reimbursable consistent with the Contract Documents to the extent they are Costs of the Work within the GMP. The Construction Manager's mann ement of Negotiated Su ort Service is included within the Specified General Conditions amount. If the Owner re wires the Construction Mana er to provide the Builder's Risk insurance see Section 11.6 of the A201 ), such premiums will be paid as a Negotiated Support Service. 2.0.26 A Notice to Proceed is generally a written notice the Owner submits to the Construction Mana er that enerall permits construction or a desi nated ortion thereof to commence u on the Construction Mana er's com Bance with conditions expressed in the notice. An executed GMP Amendment shall act as a Notice to Proceed with the Work covered by the GMP Amendment, unless stated otherwise therein. $ 2.0.27 The Owner is the entity listed on the first page of this Agreement. 2.0.28 The Owner -Architect A reement is the separate agreement between the Owner and the Architect relatin to the design of the Project. 2.0.29 The Owner's � Designated nated Rep resentative identified above is a representative of the Owner. The Desi nated �Representative � s duties anes are specified i . n the Contract Documents. The Owner's Designated d responsibiliti Representative itself is not empowered to waive an terms or conditions of the Contract Documents or to commit the Owner to additional costs or time except as explicitly provided in this Agreement. 2.0.30 The Preconstruction Phase is defined in Section 3.1 and generally consists of the initial portion of the Construction Mana er's services and performance under the Contract prior to execution of the GMP Amendment or issuance of the Notice to Proceed. 2.0.31 The Preconstruction Services generally consist of those services provided by the Construction Manager under Sections 3.1 and 3.2 of this Agreement and any exhibit describing the Preconstruction Services. 2.0.32 The Preconstruction Services Cost is defined in Section 5.1 of this Agreement and is the compensation pa able by the Owner to the Construction Manager for Preconstruction Services. 2.0.33 The Pr is defined on the cover page above and in Section 1. 1.4 of the General Conditions. 2.0.34 The Owner's Project Mana er listed herein is the entitv with whom the Owner has contracted in a se crate Owner-Pro'ect Manager aeement. The Owner's Proect Mana er reorts to the Owner's Desi nated Re resentative. The Owner's Pro j ect Mana er will provide j project management services durin reconstruction and will act as the rima point of contact duringreconstruction for Owner -Construction Manager communications and for all matters relating to the preconstruction services and requirements of this Agreement. The Owner's Project Mana er will be involved to a lesser extent during construction The Owner's Project Manager is not empowered to waive any terms or conditions of the Contract Documents or to commit the Owner to additional costs or time exce t as ex licitl rovided in this Agreement. 2.0.35 The Project Team consists of the Construction Manager, the Owner, the Owner's Project Manager, the Architect, and all consultants and Subcontractors of any tier employed or retained by each of them. 2.0.36 Specifications are defined in Section 1. 1.6 of the General Conditions and generally consist of the portion of the Contract Documents consisting of the written requirements for materials e ui ment s steins standards and workmanship for the Work, and performance of related services. 2.0.37 Specified General Conditions are further defined in Article 7 and further clarified in the Cost Res onsibilit Matrix and gen,erally mean certain selected general conditions Work and services specified in the Contract Documents to be provided by the Construction Mana er for the fixed Specified General Conditions rice as a art of the Cost of the Work. The Specified General Conditions are to be performed b the Construction Manager with its own forces in most instances. The Specified General Conditions include and a for an Preconstruction Services that occur after the GMP is established through execution of the GMP Amendment. The S ecified General Conditions include but are not limited to all of the Construction Manager's construction administration manage ent services and supervision of the Project all AIA Document A133"— 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Inst. Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 8 by AIA software at 17:00:26 ET on 12/06/2022 under Order No.2114314097 which expires on 04/21/2023, is not for resale, is licensed for one-time use only, and / may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. (2003854690) User Notes: costs associated with the subcontractor bidding process (except costs of subcontractor bid document reproduction which is a reimbursable Cost of the Work), such as developing solicitations, site tours, responding to questions from bidders, providing a bid opening facility (unless the Owner elects to provide such facilities). bidding in accordance with the requirements of the Contract Documents and RCW 39 10, subcontract award, and all aspects of safety implementation and administration. Any cost that is not specifically identified as a reimbursable Cost of the Work, as a Negotiated Support Service, or as covered by the Fee shall be covered by the amount bid for Specified General Conditions § 2.0.38 The Subcontracting Plan is defined in Section 3 1.11 and is prepared by the Construction Manager for the Owner's approval prior to conclusion of the Design Development phase It identifies all proposed subcontract bid packages, any contemplated alternative subcontractor selection process permitted by RCW 39 10, any bid packages for which the Construction Manager expects to compete, all preliminary subcontractor scopes of work, the timing of solicitation of subcontractor bids for the packages to meet the Construction Schedule, major coordination issues with other packages, and means to enhance the opportunity for local businesses to participate in performiniz the Work §2.0.39 A Subcontractor is defined in Section 5.1 of the General Conditions and is generally a person or entity that has a direct contract with the Construction Manager. A Subcontractor of any tier is a Subcontractor or a lower tier subcontractor that performs a portion of the Work of the Project at the site or supplies materials or equipment A Design -Build Subcontractor is a Subcontractor that will not only construct discrete portions of the Work but also will participate in. the design of such portion, to the extent permitted under Washington law. § 2.0.40 Substantial Completion is defined in Section 9.8 of the General Conditions The required date of Substantial Completion is established in the GMP Amendment § 2.0.41 The Work is defined in Section 1 1.3 of the General Conditions and generally means the construction and services performed in the Construction Phase as required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Construction Manager to fulfill its obligations. § 2.1 The Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal, the Contract Documents will also include the documents described in Section 3.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Owner with the assistance of the Architect and furnished by the Owner as described in Section 3.2.8. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. An enumeration of the Contract Documents, other than a Modification, appears in Article 15. § 2.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager's skill and judgment in furthering the interests of the Owner to furnish professional, competent and efficient construction administration, management services, and supervision, with sufficient quantities of fully qualified, competent and experienced personnel; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an e- tieus and eeeaemieal maNNef expeditious, workmanlike and economical manner in compliance with the Contract Documents and consistent with the Owner's interests. The Owner agrees to furnish or approve, in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. The parties shall endeavor to promote harmony, mutual respect, and cooperation among the Owner, Architect, Construction Manager, authorities having jurisdiction, and other persons or entities employed by them for the Project to the fullest extent possible in order to further the interests of the Owner in the Project and to effect prompt and successful completion of the Project within the requirements of the Contract Documents, the Contract Time and the GMP Init. AIA Document A133TI— 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 17:00:26 ET on 12/06/2022 under Order No.2114314097 which expires on 04/21/2023, is not for resale, is licensed for one-time use only, and 9 may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2003854690) § 2.3 General Conditions 2.3.1 For the Preconstruction Phase, AIA Document A201 TM -2017, General Conditions of the Contract for Construction, shall apply as follows: Section 1.5, Ownership and Use of Documents; Section 1.7, Digital Data Use and Transmission; Section 1.8, Building Information Model Use and Reliance; Section 2.2.4, Confidential Information; Section 3.12.10, Professional Services; Section 10.3, Hazardous Materials; Section 13. 1, Governing Law. The term "Contractor" as used in A201-2017 shall mean the Construction Manager. 2.3.2 For the Construction Phase, the general conditions of the contract shall be as set forth in A201-2017, which document is incorporated herein by reference. The term "Contractor" as used in A201-2017 shall mean the Construction Manager. 2.3.3 The Construction Ma na er shall erform the Preconstruction Services shall be res onsible for coordinatim4 the activities of construction durin the Construction Phase if the GMP Amendment is signed, shall be full responsible for dischar ing all of the Construction Mana er's obli ations under the Contract Documents and during the Preconstruction and Construction Phases shall advise and work with the Pro j ect Team to make recommendations for alternate or substitute Products and technologies, construction techniques, methods and practices based on maintainabili and durability as well as cost savings, time savin and/or other related efficiencies. The Owner will be res onsible for coordinating the activities of the Project Team during the Preconstruction Phase. ARTICLE 3 CONSTRUCTION MANAGER'S RESPONSIBILITIES ibilities are set forth in Sections 3.1 and 3.2, and in the The Construction Manager's Preconstruction Phase respons applicable provisions of A201-2017 referenced in Section 2.3.1. The Construction Manager's Construction Phase responsibilities are set forth in Section 3.3. The Owner and Construction Manager may agree, in consultation with the Architect for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases bwill proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf o the Construction Manager with respect to the Project. § 3.1 Preconstruction Phase § 3.1.1 Extent of Responsibility . on Services. The Owner and The Construction Manager shall exercise reasonable care in performing its Preconstructi Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of services and information furnished by the Construction Manager. The Construction Manager, however, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Construction Manager is not required to ascertain that the Drawings and Specifications prepared by the Architect are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require. The Construction Man a er shall careful/ review upon receipt all Drawings and Specifications submitted to it at each level of design. The Construction )rom-ptiv report to the Owner and the Architect any error, inconsistency or omission that the Construction Manager may discover in them and shall recommend changes and alternatives. The Construction Mana er's review shall be made in the Construction Mana er's cavacity as a contractor and not as a licensed desi n professional except to the extent the Construction Manager or a Subcontractor has desi n -build responsibilities. 3.1.2 The Construction Manager shall participate as a part of the Prosect team to provide a preliminary evaluation of the § and coordinate estimatin reconciliation each in terms Owner's program, schedule and construction budget requirements, of the other. The Construction Manaszer shall perform the Preconstruction Services described in this A 133 Agreement and a licable vrovisions of RCW 39.10 as well as the Preconstruction Services described in the Preconstruction Se rvices Scope of Work. § 3.1.3 Consultation 3.1.3.1 The Construction Manages- shall 'ointl schedule and conduct meetings with the Architect and Owner on average on a weekly basis during the remainder of the Schematic Design Phase, Design Development phase, and the Construction Document Phase to discuss such matters as procedures, progress, design issues, coordination, and scheduling of the Work. 3.1.3.2 The Construction Manager shall actively and cooperatively advise the Owner and Architect on proposed site use p and improvements, selection of materials, building systems, and equipment. The Construction Manager shall also active/ y. and collaboratively -provide recommendations to the Owner and Architect, consistent with the Project requirements, on Init. AIA Document A133T" —2019. Copyright© 1991, 2003, 2009, and 2019 by The American Institute or Hrcrinects. NII f lyf nt, I C'CI VCU. 1 I IG r -u I Il—_I 1%acAl I Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 10 by AIA software at 17:00:26 ET on 12/06/2022 under Order No.2114314097 which expires on 04/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. (2003854690) User Notes: constructability; availability of materials and labor; time requirements for procurement, installation and construction; prefabrication; phasing and site work planning; sequencing and scheduling for procurement, installation and construction; traffic planning; occupied site strategies; factors related to construction quality, local market trends, bidding strategies, maintainability and durabilit. •and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life -cycle data, value engineering and possible cost reductions. The Construction Manager shall consult with the Owner and Architect regarding professional services to be provided by the Construction Manager during the Construction Phase. § 3.1.3.3 The Construction Manager shall assist the Owner and Architect in establishing building information modeling and digital data protocols for the , Data Exhibit, Prdect to establish the protocols for the development, use, transmission, and exchange of digital data. § 3.1.3.4 Design Review. The Construction Manager shall review the Schematic Design Documents, Design Development Documents and Construction Documents, Specifications, and other Contract Documents as thev are developed and completed. These documents will include those prepared by any Design Build Subcontractors and may be developed at different rates for different components of the Project The Construction Manager shall also review all other documents provided by the Owner, including but not limited to the associated environmental documents, all record drawings of existing facilities and all documents provided or made available as a part of the GC/CM selection process The Construction Manager shall promptly report in writing to the Owner and the Architect any errors, inconsistencies, incomplete information or other questions or deficiencies that the Construction Manager has discovered and that need to be resolved for the successful completion of the Work, pang particular attention to coordination issues Design review activities are to be a cooperative and collaborative effort with the Architect, the Owner, and their consultants The Construction Manager shall recommend changes and alternatives to the Architect and Owner, without, however, assuming any of the Architect's design responsibilities, except to the extent the Construction Manager or a Subcontractor performs design -build Work. § 3.1.3.5 Constructability. The Construction Manager shall work with the Owner and Architect to prepare a constructabillty plan for the Prosect to reduce cost, save time, improve quality, reduce risk and improve the overall process of Protect delivery. Key objectives of the constructability program will include creation and maintenance of a well-planned, safe, effective, cooperative and mutually beneficial work environment for all participants A primary objective of these efforts will be to assist the Owner to ensure that the final GMP does not exceed the Owner's budget and that the_Proiect is completed on time The Construction Manager shall perform actions designed to minimize adverse effects of labor or material shortages or delays; time requirements for procurement, installation and construction completion; and factors related to construction cost As part of this effort, the Construction Manager shall participate in and provide written comments as a part of formal constructabilitv reviews following completion of the Design Development Documents and when the Construction Documents are 90% complete and shall confirm prior to solicitation of the first subcontract bid package that a constructability analysis has been performed § 3.1.3.6 Value Engineering. The Construction Manager will participate in value engineering the design documents at the completion of the Schematic Design phase and on a continuing basis with the Architect in subsequent phases up to 90% Construction Documents. At the completion of each of its reviews, the Construction Manner will provide the Owner and Architect with a formal record of its findings and recommendations The Architect and the Construction Manager will brief the Owner and any value engineers and answer their questions to determine the advisability of changes in the design documents. Value engineering will include selecting building_ systems, with final selection of systems to occur prior to the start of the Construction Documents Phase. § 3.1.3.7 Site Investigation. The Construction Manager shall suggest to the Owner and shall perform as agreed with the Owner and as a non -labor cost under Section 5.1 site invests ation to assist in development of the desi n and construction planning § 3.1.4 Project Schedule When Project requirements in Section 4. 1.1 have been sufficiently identified, and by no later than 75% of the Design Development phase, the Construction Manager shall prepare and periodically update a Project schedule for the Architect's and the Owner's review and the Owner's acceptance. Regardless of any review, acceptance, or approval of the Construction Manager's schedule, the Owner shall not be responsible for any aspects of the Construction Mana er's schedule. The Construction Manager shall obtain the Architect's and Owner's approval for the portion of the Project schedule relating to the performance of the Architect's services. The Project schedule shall coordinate and integrate the Init. AIA Document A133 T" — 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 17:00:26 ET on 12/06/2022 under Order No.2114314097 which expires on 04/21/2023, is not for resale, is licensed for one-time use only, and 11 may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2003854690) Construction Manager's services, the Architect's services, other Owner consultants' services, and the Owner's responsibilities; and identify items that affect the Project's timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of commencement and completion required of each Subcontractor; ordering and delivery of products, including those that must be ordered in advance of construction; and the occupancy requirements of the Owner. The Construction Manager will be responsible for the Construction Schedule, including a plan for phased construction defined in the Contract not-»ments_ § 3.1.5 Phased Construction The Construction Manager, in consultation with the Owner and Architect, shall provide recommendations with regard to accelerated or fast-track scheduling, procurement, and sequencing for phased construction. The Construction Manager shall take into consideration occupancy needs, site logistics, utilities, safety, cost reductions, cost information, constructability, provisions for temporary facilities, and procurement and construction scheduling issues. § 3.1.6 Cost Estimates 3.1.6.1 Based on the preliminary design and other design criteria prepared by the Architect, the Construction Manager shallre are, for the Architect's and Owner's review and the Owner's approval, preliminary estimates of the Cost of the p P Work or the cost of program requirements using area, volume, or similar conceptual estimating techniques. If the Architect or Construction Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems. 3.1.6.2 The Construction Mana er will collaborate with the Architect and Owner on cost estimates throughout the Preconstruction Phase, and will prepare detailed cost estimates following completion of the Schematic Design Phase, completion of the Design Development Phase an a date at the 50% Construction Documents milestone and when Construction Documents are 90% complete (the "GMP estimate") The Construction Manager shall also reconcile its estimate with the Architect's cost estimator at each phase for the Construction Manager's, Architect's, and Owner's acceptance. Cost escalation to the time of Subcontractor bidding in these estimates shall not exceed three ercent 3% at Schematic Design, twopercent 2% at Design Development, and one percent (1%) at Construction Documents without app roval of the Owner. Timely and complete estimates are critical to the success of the Project, therefore failure of the Construction Manai4er to submit timelv cost estimates shall be rounds for withholding a proportionate amount of the Preconstruction Services Fee or for the termination of the Construction Manager for cause. As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and Architect, an estimate estimates of the Cost of the Work with increasing detail and refinement. The Construction Manager shall include in the es+;,- ate. estimates those costs to allow for the further development of the design, price escalation, and market conditions, until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. The estimate. estimates shall be provided for the Architect's and Owner" s review and the Owner's approval. The Construction Manager shall inform the Owner and Architect in the event that the estimate of the Cost of the Work exceeds the latest approved Project budget, and make recommendations for corrective action -action, including participation in preparing a list of proposed cost savings equal to or reater than the overapre. The Construction Manager will also collaborate with the Architect and Owner on cost estimates prior to issuing each subcontract bid package, and will, at a minimum, prepare detailed cost estimates for each such package. 3.1.6.3 If the Architect is providing cost estimating 0%.,-L:; nWS, om " C"rr l eme *L".L " n, Ser ice, services, and a discrepancy exists between the Construction Manager's cost estimates and the Architect's cost estimates, the Construction Manager and the Architect shall work together to reconcile the cost estimates. 3.1.7 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall consult with the Owner and Architect and make recommendations regarding constructability and schedules, for the Architect's and Owner's review and the Owner's approval. 3.1.8 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding equipment, materials, services, and temporary Project facilities. 3.1.9 The Construction Manages- shall provide a staffing plan for Preconstruction Phase services consistent with its RFQ and RFP responses for the Owner's review and approval. AIA Document A133" — 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of 1 Init. Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 2 by AIA software at 17:00:26 ET on 12/06/2022 under Order No.2114314097 which expires on 04/21/2023, is not for resale, is licensed for one-time use only, and 1 may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. (2003854690) User Notes: § 3.1.10 I cons4uCtion ehed to this .AL, .Not used. § 3.1.11 Subcontractors and Suppliers § 3.1.11.1 , The Construction Manager shall provide a construction management and subcontracting -plan ("Subcontracting Plan"), addressing the Owner's requirements, for the Owner's review and a approval prior to conclusion of the Design Development Phase § 3.1.11.2 The Construction Manager shall develop biddersinterest in the Project. Prior to Subcontractor bidding and negotiation of the GMP, the Owner and the Construction Manager shall negotiate the following items and shall include such items in the agreed-upon Subcontracting Plan The Subcontracting Plan shall describe the process for allocating scope of Work among the bid packages and shall identify .1 All subcontract bid vacka2es, specifying those upon which the Construction Manager or its affiliates intend to bid; .2 The scopes of Work, timing of solicitation of bids for the packages to meet the Construction Schedule; .3 Major coordination issues with other packages; .4 The inclusion plan and other means to enhance the opportunity for local, disadvantaged, and MWBE businesses to participate in performing the work (e.g., through development of multiple work packages); .5 The scope of work and cost estimates for each subcontract bid package; and .6 Any intention of the Construction Manager to select a Subcontractor in accordance with the alternative procedure specified in RCW 39.10 385 § 3.1.11.3 The processes described in Article 9 shall also apply if bid packages will be issued during the Preconstruction Phase. § 3.1.11.4 If the Owner is unable to negotiate to its reasonable satisfaction any aspect of Section 3.1.11.2, then the Owner may terminate negotiations with the Construction Manager. The Owner may, but is not obligated to, solicit bids or negotiate with the next highest scored proposer and continue until an agreement is reached or terminate the process § 3.1.11.5 The Construction Manager shall use its best efforts to develop the interest of subcontractor bidders in the Pro ect. The Construction Manager shall develop and use bidder responsibility criteria for all subcontract bid packa es for which there is no pr bid determination of subcontractor eligibility. The Construction Manager shall consider prebid determinations of Subcontractor eligibility to the extent permitted by statute and shall furnish to the Owner and Architect for their information as a part of the submittal of its Subcontracting Plan a list of possible eligible Subcontractors, including suppliers who are to furnish materials or equipment fabricated to a special design, from whom bids will be requested for each principal portion of the Work The Owner will promptly reply in writing to the Construction Manager if the Architect or Owner knows of any objection to such Subcontractor or supplier, to the extent that any such objection is based upon the lack of a prequalification, failure to meet bidder responsibility criteria, or is otherwise supported by statute or other law. The receipt of such list shall not require the Owner or Architect to investigate the qualifications of proposed Subcontractors or suppliers, nor shall it or the lack of any obi ection waive the right of the Owner or Architect later to object to or refect any_proposed Subcontractor or supplier. § 3.1.12 Procurement The Construction Manager shall prepare, for the Architect's and Owner's review and the Owner's acceptance, and updated at least monthly.,_a procurement schedule for items and/or associated services that must be ordered in advance of construction. The Construction Manager shall expedite and coordinate the bidding, ordering and delivery of materials that must be orderedin advance- of con truetio� i f the Owner agre � bid or ordered in advance of construction following the �/ V11V rl ..i V..l V11 11 l.11V � requirements of RCW 39.10. If the Owner agrees, and consistent with RCW 39.10.390, to procure any items prior to the establishment of the Guaranteed Maximum Price, the Owner shall procure the items on terms and conditions acceptable to the Construction Manager. Upon the establishment of the Guaranteed Maximum Price, the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept respeaRibi4ty for- the.and assume responsibility for them The Construction Manager shall identify and estimate the value of anv items that require off-site storage, together with proposed locations for storage during the course of the Work, which must be acceptable to Owner. These locations shall be selected to provide a maximum of protection and minimum of cost and Init. AIA Document A133'" — 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 17:00:26 ET on 12/06/2022 under Order No.2114314097 which expires on 04/21/2023, is not for resale, is licensed for one-time use only, and 13 may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2003854690) delay associated with dell ve to the site. See also Section 11.1.3.1 regarding requirements for any payments of items "toren off -cite § 3.1.13 Compliance with Laws The Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its performance under this Contract, and with equal employment opportunity programs, and other programs as may be required by governmental and quasi -governmental authorities. § 3.1.14 Other Preconstruction Services Insert a description of any other Preconstruction Phase services to be provided by the Construction Manager, or reference an exhibit attached to this document Describe any other Preconstruction Phase services, such as providing cash flow projections, development of a project information management system, early selection or procurement of subcontractors, etc.) Reference the RFP for a description of CM's other expected preconstruction services. § 3.2 Guaranteed Maximum Price Proposal 3.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager, and when the Construction Drawinizs and Specifications are at least 90% co m Tete the Owner will submit a "GMP set" of Construction Documents to the Construction Manager, and within twen -ei ht da s of recei t the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner's and Architect's review, and the Owner's review, negotiation and acceptance. The Construction Mana er shall promptly notify the Owner if it does not consider the Drawings and Specifications to be at least 90% comfete and shall not propose a GMP until the Drawin s and S ecifrcations are at least 90% complete. The 12 Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager's estimate of the Cost of the Work, the Construction Manager's contingency described in Section 3.2:4, the Specified General Conditions, the Negotiated Support Services, and the Construction Manager's Fee described in Section 6.1.2. 3.2.2 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable the -e fte,-r, its . therefrom by allowing for such further development in cost proposal. The Construction Manager will also make allowance within the GMP for market conditions at the time of biddingand possible estimating inaccuracies. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes orequipment, all of which, if required, shall be incorporated by Change Order. A Change in the Work will not be warranted if the Work in question was reasonably inferable from or contemplated by, or a prudent construction manager could have realized that the Work was necessqa and a ro riate under, the Contract Documents referenced in the GMP Amendment_ 3.2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following: .1 A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of the Contract; .2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, divided into the proposed subcontract bid packages, and allocation of the scope of Work amony, the bid packages, and including assumptions under Section 3.2.2; .3 A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, including allewaneeS7any Owner -approved allowances (the MACC, Specified General Conditions, Negotiated Support Services, and other Article 7 Costs of the Work); the Construction Manager's contingency set forth in Section 3.2.4; and the Construction Manager's Fee; .4 The required date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based; and .5 A date by which the Owner must conclude negotiations and accept the Guaranteed Maximum Price. preparing § In . . 324the Construction Manager's Guaranteed Maximum Price proposal, the Construction Manager shall include a contingency for the Construction Manager's exclusive use to cover those costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order. The Construction Manager's Contingency shall be no more than three percent 3.0% of the combined total of the MACC AIA Document A133'"" — 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Inst. Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 14 by AIA software at 17:00:26 ET on 12/06/2022 under Order No.2114314097 which expires on 04/21/2023, is not for resale, is licensed for one-time use only, and / may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. (2003854690) User Notes: Negotiated Support Services, Specified General Conditions, and the Construction Manager's Fee In the GMP spreadsheet, the Construction Manager's Contingency shall be the final entry below the subtotal of the above items before calculating the final GMP. The Construction Manager's Contingency is for the Construction Manager's use to cover costs arising -under Section 3.2 and other costs that are properly reimbursable as a Cost of the Work but not qualified for inclusion in a Change Order. .1 The Construction Manager may use the Construction Manager's Contingency to pay for Project issues that are within Its control, such as design issues that a reasonable construction manager could have resolved during the Preconstruction Services Phase, items in Drawings but not in the Specifications, items on one Drawing but not another, items specified but not drawn, non-specified items within Specifications, buy-out errors or shortfalls, scope gaps, ambiguities in the Construction Documents, damaged Work not covered by insurance except for deductibles, which are not reimbursable), Interdisciplinary design coordination, Subcontractor performance, and unanticipated expediting costs for critical materials .2 The Construction Manager's Contingency may also be used for issues beyond the Construction Manager's control such as lost time unavoidable Increases in bid subcontracts and Subcontractor failure. .3 The Construction Manager In give the Owner notice and supporting cost backup when.applying to use the Construction Manager's Contingency. This Contingency is not available for Owner directed design or scope changes, unforeseen or differing site conditions, and design errors or omissions beyond the reasonable inferences described in Section 3.2.2 as those costs entitle the Construction Manager to a Change Order. .4 The Construction Manager shall use the Construction Manager's Contingency only for the items in this Section 3.2.4 and only with the Owner's prior- written consent, which shall not unreasonably be withheld .5 Each use of Construction Manager's Contingency shall be shown as a separate line item in the schedule of values submitted with Applications for Pavment .6 Following.,Subcontractor bidding,if the sum of the Subcontractor bids and other identified Costs of the Work is less than such anticipated costs as listed in the GMP Amendment, the difference in such amounts cost savings between anticipated costs and bid costs) shall be transferred to a new line item within the GMP for the Owner's use to fund Change Orders and scope betterments .7 At the end of the Proiect, any balance remaining in the Construction Manager's Contingency, and any balance remaining in the new line item described in 6 above, including any Fee percentage that had already been applied to the unused Construction Manager's Contingency, shall be returned to the Owner in a deductive Change Order before Final Pavment 3.2.4.1 The MACC shall consist of all Subcontractor scopes of Work by bid packnes consistent with the Subcontractin Plan, including Work the Construction Manager will self -perform through the Subcontractor bidding_ process, and other Article 7 Costs of the Work except the Negotiated Support Services and the Specified General Conditions The MACC used in negotiating the GMP shall be the summation of the actual amounts of any low bids received for Subcontract bid packages already bid and estimated amounts for Subcontract bid packa es not yet bid Upon completion of the buyout of subcontract bid packages, the Construction Manager shall ascertain whether any scope than es beyond those specified in Section 3.2.2 have occurred in the subcontract bidding documents as a result of completion of the Construction Documents to the 100% level. In the event that these scope changes are required for the Pro] ect and approved by both the Construction Manager and the Owner, any balance in the MACC may be accessed to cover such scope changes If the sum of the awarded subcontract bid packages exceeds the MACC the Construction Manager may use the Construction Manager's Contingency to cover such shortfall It is the intent of the parties that when the GMP is set, the Construction Manager will have participated in and be fully aware of the existing conditions and proposed design for the Project It is further intended that the GMP will include all elements necessaKy to complete the Pro j ect in accordance with the Contract Documents, and that Change Orders adiusting the GMP will therefore not be necessaty except in limited circumstances as set forth below. Accordingly, the GMP shall be adjusted principally for the following events: .1 Scope Changes. Owner revisions on scope items previously approved by the Owner and incorporated in the pricing of the GMP. Examples • The Owner approved use of MC cable in lieu of conduit for branch wiring runs and later decides to change back to conduit; or bid alternates not included in the GMP .2 Concealed or Unknown Conditions as described in Section 3.7.4 of the General Conditions. For example, during the Construction Phase, substantially differing site conditions are encountered that could not have been reasonably anticipated or discovered by the Construction Manager during the Preconstruction Phase. This category includes unknown and unforeseeable hazmat conditions and soil condition& Init. AIA Document A133T" — 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 17:00:26 ET on 12/06/2022 under Order No.2114314097 which expires on 04/21/2023, is not for resale, is licensed for one-time use only, and 15 may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2003854690)