1-AAI APEX CMGC RFP 101226.docx

American Academy of Innovation APEX Center Building Construction Manager / General Contractor (CM/GC) Request for Proposals (RFP)

This RFP is being issued by: American Academy of Innovation 5410 W. South Jordan Parkway South Jordan, Utah 84009

1 Purpose American Academy of Innovation (AAI) is a public charter school located at 5410 W. South Jordan Parkway, South Jordan, UT, 84009. AAI plans to add a new building to its campus for the purpose of providing Adult Professional Education Experience (APEX) programs. AAI is requesting proposals from interested parties (“Respondents”) for Construction Manager/General Contractor (CM/GC) services.

2 Background AAI opened in 2016 and has about 360 students. AAI follows a project-based/experiential learning model that enables and encourages student-driven projects and community engagement. This RFP is a product of a student project and a demonstration of AAI’s commitment to student engagement. The goal of the efforts under this RFP are to further AAI’s educational mission.

The existing building was originally designed for a student count of 380 and was expanded in 2020 to serve the charter limit of 420 students. APEX programs require separate and purpose-built space to allow those programs to properly serve students and the goals of preparing them for careers and secondary education programs.

AAI’s anticipated budget, including preconstruction and construction phases, is approximately $1.9 million with building commissioning in August 2027.

Place Collaborative has been selected as the architecture firm for this project.

3 Scope of Work The Scope of Work of the RFP is the construction of a building expansion that approximately 5000 square feet, including three (3) to four (4) learning areas, 2 offices, and other typical facilities (e.g., restrooms, electrical, network/ communications, and riser rooms). The learning areas are for the following programs: engineer and manufacturing, hospitality/culinary, and animal science.

3.1 General

The CM/GC will initially provide preconstruction services and, if authorized by AAI, subsequently serve as general contractor for construction. The CM/GC is

AAI CM/GC RFP

expected to function as an active Project team member and contribute construction expertise throughout design.

The CM/GC will not replace the Architect or assume architectural or engineering design responsibility except for delegated design or other contractor-design obligations specifically established by the Contract (example found in Exhibit A) and associated Exhibits.

3.2 Preconstruction Phase Services

The CM/GC will provide comprehensive preconstruction services throughout design. Services are expected to include, at minimum:

· Participation in Project and design meetings;

· Cost estimating and estimate reconciliation;

· Continuous design-to-budget management;

· Constructability review;

· Value and life-cycle analysis;

· Project scheduling;

· Project phasing recommendations;

· Phasing and site-logistics planning;

· Existing-condition review;

· Market and subcontractor analysis;

· Long-lead and procurement planning;

· Development of bid-package strategies;

· Subcontractor outreach and market testing;

· Risk identification and mitigation;

· Recommendation, planning and coordination of destructive investigation;

· GMP development; and

· Evaluation of alternative approaches to delivery of particular scopes.

The CM/GC shall provide recommendations early enough for the District and Architect to meaningfully act upon them and shall maintain appropriate preconstruction information throughout design, including current cost information, schedule and procurement information, identified risks and opportunities, and significant decisions or recommendations.

Formal estimates and other preconstruction deliverables will be provided at appropriate design milestones established by the Project team. The CM/GC will also provide interim updates when developing cost, schedule, procurement, or constructability issues warrant action before the next formal milestone. Specific preconstruction responsibilities and deliverables will be further established in the CM/GC Contract.

3.3 Construction Phase Services

If construction is authorized, the CM/GC will provide construction-phase services required by the Contract and associated Exhibits, including, as applicable:

· Project management and field supervision;

· Safety and site security;

· Scheduling and cost control;

· Subcontractor coordination;

· Quality control;

· Procurement;

· Submittal and RFI management;

· USBE/DFCM school construction reporting

· Change management;

· Pay applications and reporting;

· Coordination of testing, inspection, and commissioning;

· Punch-list completion;

· Record documentation;

· Owner training;

· Warranty administration; and

· Closeout.

4 Expectations It is expected that Respondents will hold appropriate and current state licensure to engage in the business of commercial construction, before, during, and for a period of at least three years after completion of this project.

It is expected that Respondents utilizing subcontractors will ensure that the selected subcontractors will hold appropriate and current state licensure to engage in the business of commercial construction during the project. Owner to list areas of self-performed work they will take responsibility for completing.

It is expected that all Respondents have adequate financing to fund their business and construction obligations during the project.

It is expected that the Respondent will begin coordination with AAI’s Director or AAI’s APEX Director (AAI Building Manager) almost Immediately after contract award, to support the A/E Team’s development and finalization of building plans and specifications with services previously noted, for final AAI approval.

It is expected that the Respondent will meet all legal requirements of charter school or school construction in the State of Utah and will comply with all applicable building codes, statues and rules governing charter school or school construction.

It is expected that the Respondent will obtain all necessary and appropriate approvals, permits (to be obtained in coordination with the project manager and AAI Building Manager) and authorization to commence by no later than Contract Award + 6 weeks.

It is expected that Respondent will have knowledge of and comply with construction reporting requirements for public schools in Utah.

It is expected that the Respondent will provide the AAI Building Manager with the necessary reporting information, including construction inspection reports, on a timely basis throughout building process.

It is expected that Respondent will comply with all applicable federal statues and Americans with Disabilities Act (ADA) regulations in association with the design and construction activities identified in the RFP.

It is expected that Respondent will perform construction tasks while school is in session and therefore must do so in a manner that assures student safety, school security, and compliance with school policies.

4.1 Respondent Profile

Respondents must identify relevant administrative, management, and financial capabilities as well as technical skills, qualifications, and experience of their assigned staff necessary and appropriate to the evaluation of their ability to successfully complete the proposed project(s) and meet the objectives of the RFP.

All Respondents must submit a Respondent Profile. Because the Cost Proposal, Technical Proposal and Respondent Profile will be evaluated separately, they will need to be submitted as separate documents. Profile documents must include, but are not limited to, the following:

· A general description of the firm, its background and history, and projects;

· Resumes for key personnel;

· References for 3 similar projects, including budget vs actual and expected completion date vs. actual completion date for each project; and

· Evidence of proper licensing and certifications

4.2 Technical Proposal

Respondent shall provide technical details of its proposal including, general approach, approach to site organization/staging and proposed extents of the construction area, work plan, proposed schedule, methods, proposed materials, procedures, quality control, safety plan, project management, supervision, reporting structure and explanations of how all RFP/project specifications will be achieved.

The Technical Proposal will be evaluated separately from the Respondent Profile and Cost Proposals.

4.3 Cost Proposal

All Respondents must submit a detailed cost proposal. The Contract will clearly distinguish among:

· Cost of the Work;

· CM/GC Fee (separated as overhead and profit);

· General Conditions;

· Allowances;

· CM/GC contingency (Construction Contingency); and

· Owner-controlled contingency (Design Contingency) outside the GMP, if applicable.

Any reimbursable costs will be subject to documentation, cost verification, open-book accounting, District review, and applicable audit rights.

Use of CM/GC contingency will be governed by the Contract.

One hundred percent (100%) of all Savings under an authorized GMP shall accrue to AAI. Savings shall be determined as provided in the Contract, including applicable unused CM/GC contingency, allowance savings, buyout savings, and other applicable savings.

AAI does not presently anticipate a shared-savings arrangement.

Cost will be evaluated independently from the Respondent Profile and Technical Proposal, and, for that reason, must be submitted separately from the Respondent Profile and Technical Proposal. Failure to submit cost separately may result in a proposal being determined to be non-responsive. The inclusion of any cost or pricing data within the Respondent Profile or Technical Proposal may also result in a proposal being determined to be non-responsive 5 Proposal Development

5.1 Notification of Interest

Any Respondent that wishes to receive notification of any correspondence from AAI shall provide appropriate means of communications, including, at a minimum, phone number and email address.

5.2 Questions

Any questions about the RFP or any related matters are to be submitted via email to aaiapex@aaiutah.org. Responses to any question will be provided to all Respondents.

5.3 Pre-Proposal Meeting

A mandatory Pre-Proposal Meeting will be held at AAI as set forth in Section 9 if any Respondent(s) confirm attendance at least 2 business days before the meeting. If no Respondents confirm attendance, a cancellation of the Pre-Proposal Meeting will be sent to all identified Respondents.

If a Pre-Proposal Meeting does take place, all attendees will be required to sign an Attendance Log. Minutes of the meeting will be kept and distributed via email to attendees and otherwise distributed as required by Utah procurement policies within 72 hours of the end of the meeting.

6 Submission Guidelines Respondents must submit the following documents:

· Letter of intent/introduction, including Respondent’s name, contact person, address, telephone number, and other pertinent information signed by person(s) authorized to bind the company to their RFP response.

1. Respondent Profile

2. Technical Proposal

3. Cost Proposal Failure to provide all required documents may result in the RFP response being considered non-responsive.

7 Evaluation Criteria Each RFP Response will be evaluated by the sum of the following criteria based on the weighting of each of the following:

· Company performance record (15%)

· Proposed project team (15%)

· Ability to meet schedule and complete efforts to start 2027-28 school year (20%)

· Cost proposal (20%)

· Completeness and quality of RFP Response (10%)

· Innovation (10%)

· Interview evaluation (10%) Purchasing will use the following cost formula: The points assigned to each Respondent’s cost proposal will be based on the lowest proposal cost. The Respondent with the lowest Proposed Cost will receive 100% of the cost points. All other Respondents will receive a portion of the total cost points based on what percentage higher their Proposed Price is than the Lowest Proposed Price. A Respondent whose Proposed Price is more than double (200%) the Lowest Proposed Price will receive no points. The formula to compute the points is: Cost Points x (2- Proposed Price/Lowest Proposed Price).

8 Acceptance of Proposals On or before the date the proposals are due, the proposals are to be sent to aaiapex@aaiutah.org by the dates listed in paragraph 9. It is recommended to follow-up a submission with a confirmation email to the same email address to ensure the proposal was received. AAI will not be responsible for failed delivery due to technical issues.

Initial Proposals will be reviewed in a meeting at the school with the Building Manager. For those Respondents that have submitted responsive Initial Proposals, interviews may be held at the sole discretion of the AAI Building Manager. Further, any updates to drawings or other information will be provided to Respondent(s) in order to prepare and submit Best and Final proposals.

Best and Final proposals may be allowed, as provided in Section 63G-6a-707.5, from responsible Respondent that submit responsive proposals that meet minimum qualifications, evaluation criteria, or applicable score thresholds identified in the request for proposals and as set forth in Section 9. Any proposal submitted after the date(s) set forth in Section 9 may not be considered by AAI.

AAI will award the contract to the responsible Respondent with the responsive proposal receiving the highest total score, based on the weighted criterion given in the Section 7. The chosen Respondent will be notified in writing via email.

9 RFP Schedule

Any meetings will be held at AAI at 11:00 am on the scheduled date. Any deadlines for questions, or submissions are due at 4:00 pm on the scheduled date.

Best and Final Proposals will only be accepted from Respondents that have been designated after completion of the proposal review and interviews.

Respondents may withdraw their proposal by written notice to aaiapex@aaiutah.org up until Notification of Selected Participant.

10 Disclosure Any and all documents submitted to AAI becomes absolute school property. All proposal information will be considered proprietary and will be treated as confidential by AAI to a reasonable extent allowed by applicable law. Any information regarding AAI obtained by the bidder with permission to participate in the project is high priority to keep confidential and must NOT be disclosed without school authorization.

11 Reserved Rights AAI reserves all rights to reject any and all submittals, or to waive any formality or technicality in any circumstance in the interests of AAI, complying with the State of Utah purchasing code. While in the intent of AAI proceeding with this appointment, the solicitations do not obligate AAI to enter into a contract.

EXHIBIT A SAMPLE CONTRACT

American Academy of Innovation

CONSTRUCTION MANGER / GENERAL CONTRACTOR AGREEMENT

WITNESSETH: WHEREAS, AAI intends to have the Services and Work performed to construct the expansion of its current building to add classrooms, offices, restrooms, and other facilities in South Jordan, Utah, and WHEREAS, the CM/GC agrees to perform as a General Contractor for the sum herein stated.

NOW, THEREFORE, AAI and the CM/GC for the consideration provided in this Agreement, agree as follows:

12 ARTICLE 1.

CM/GC'S SERVICE AND RESPONSIBILITIES

A. In General. The CM/GC accepts the relationship of trust and confidence established by this Agreement and covenants with the AAI as follows:

1. Cooperation. To cooperate with the AAI, as well as the Architect/ Engineer (A/E) selected by AAI for the design services for the Project;

2. Best Skills, Efforts and Judgments. Use the CM/GC's best skills, efforts and Judgments in furthering the interest of the AAI;

3. Efficient Business Administration and Supervision. To

SAMPLE CONTRACT – DO NOT SIGN

AAI APEX CM/GC Agreement furnish efficient business administration and supervision;

4. Perform the Services and Work. To furnish at all times an adequate supply of workers, the appropriate materials and equipment, and perform the Services and Work in the best and most expeditious and economic manner in accordance with the Contract Documents; and

5. Inspection and Approval. That the Work shall be subject to inspection and approval of AAI or its authorized representative.

B. Independent Contractor. In performing its obligations hereunder, the CM/GC shall be deemed an independent contractor and not an agent or employee of AAI. The CM/GC shall have exclusive authority to manage, direct, and control the Services and Work; all of which must meet the Contract Documents.

C. Construction Manager / General Contractor and Professional Service Duties. The term "CM/GC" as used in this Agreement is deemed to include all the duties of a Construction Manager and General Contractor, including those described by the terms "General Contractor" and "Contractor" in the AAI General Conditions (hereinafter referred to as the "AAI General Conditions") which are current as of the date of this Agreement and on file at the office of AAI, and hereby incorporated by reference as part of the Contract Documents as well as the professional services of a business, administrative and management consultant to AAI; including all budget, scheduling, quality, safety and all other services related to assuring compliance with this Agreement and the Contract Documents. AAI and CM/GC shall be bound by all the requirements and provisions ofsaid AAI General Conditions. The definitions in the General Conditions shall apply to this Agreement except as specifically modified by this Agreement. It is intended that this CM/GC's Agreement not reiterate all the applicable provisions of said AAI General Conditions and the fact that some provisions are reiterated herein does not lessen the importance of the provisions that are not so reiterated. If the CM/GC is selected prior to the selection of the A/E for the Project, the CM/GC shall assist in the selection of the A/E.

D. Standard of Care. The Standard of Care for the Services and Work under this Agreement shall be as follows: The CM/GC and all those for whom the CM/GC is liable at any tier shall exercise the degree of skill and diligence as is exercised by licensed members of their respective professions having substantial experience providing similar services on projects similar in type, magnitude and complexity to the Project that is the subject of this Agreement. The CM/GC shall be liable to AAI or the State of Utah, less any "betterment" obtained by the Owner, for all Owner costs, damages, claims, liabilities, additional burdens, judgments, fines, penalties, damages, demolition, removal or modification of Work, any A/E or Owner delay damages, increased material costs, or third-party claims (i.e. an A/E claim against AAI or the State of Utah), to the extent caused by acts, failure to act, negligence, errors or omissions that do not meet this standard of care. This standard of care may be further modified in the Attachments hereto. Owner reserves the right to deduct from any payment otherwise due under this Agreement, the amount related to any such error or omission.

13 ARTICLE 2.

CONSTRUCTION COST

A. Construction Guaranteed Maximum Price (GMP). The GMP for this Agreement shall be $ and shall be the total of the following for the entire Project: the cost of separate subcontracts, the cost of self-performed Work, the CM/GC fee, eligible supervision costs, eligible general conditions (eligible temporary construction costs), allowed use of CM/GC’s Contingency, as well as payment and performance bond costs. Notwithstanding any other provision of this Agreement, the CM/GC guarantees that the construction cost for the agreed to scope of Work will not exceed the GMP for that scope of Work. The GMP may only be increased by a Change Order for circumstances described in Article 7 of the AAI General Conditions.

B. Construction GMP Does Not Include. Construction Cost does not include the compensation of the A/E and its consultants, or the cost of inspections or testing provided for by AAI.

C. Contingency. The CM/GC's GMP proposal shall include the CM/GC's Contingency of up to 2% of the total cost of the proposed scope of Work, including eligible general conditions, temporary construction costs, CM/GC fee, supervision cost, bond and insurance.

1. CM/GC’s Contingency. Any use of the CM/GC’s Contingency shall be based on adocumented proposal by the Contractor and approved by AAI, which approval shall not be unreasonably withheld. This contingency fund shall only be used for the following types of Services and Work and for only direct cost of construction:

a. For construction errors, or replacement of defective Work that is self-performed by the CM/GC;

b. For completion of Work as a result of Subcontractor default; and/or

c. For items or the value of items included in the Contract Documents, but missed by the CM/GC in the line items of the approved GMP proposal. This may include such items as general conditions (temporary construction costs), self-performed Work and other items that are directly related to the CM/GC itself and not the subcontractor or suppliers.

2. When CM/GC’s Contingency Cannot Be Used. This CM/GC’s Contingency cannot be used for:

a. Errors by subcontractors, suppliers or manufacturers at any tier;

b. Coordination issues between subcontractors at any tier that are not related to CM/GC error; and/or

c. Replacement of defective Work installed by subcontractors at anytier.

3. Contactor's Contingency Exhausted. If the entire CM/GC’s Contingency fund is used, any additional funds to complete the scope of work (including services) defined in the Construction Documents must be provided at 100% by the CM/GC.

4. Carry Forward of CM/GC’s Contingency. At the end of the final completion (construction) of each bid package, where there are multiple bid packages, any remaining CM/GC’s Contingency shall carry forward to the future bid package Work.

5. CM/GC’s Contingency at Final Completion. At Final Completion of the Project, if there are any funds remaining in the CM/GC’s Contingency the funds may qualify for distribution in accordance with Article 3. D.

6. Issues Not Related to CM/GC’s Contingency. Design errors and omissions, unforeseen site conditions, and Owner requested scope changes do not apply to the CM/GC’s Contingency.

14 ARTICLE 3.

PAYMENTS TO THE CM/GC

A. Payments for Basic Services. Payments for Basic Services, approved additional services and reimbursable costs, upon proper invoicing, justification and documentation, shall be made monthly for Services and Work properly performed, all in accordance with this Agreement.

B. General Payment, Retainage and Accounting Provisions.

1. AAI General Conditions Apply. All applicable provisions of the AAI General Conditions regarding payment, withholding of payment, retainage, certification of payment and other payment requirements and rights of AAI and the CM/GC shall apply.

2. Retainage. Retainage in the amount of 5% shall be withheld from each payment to the CM/GC for any Services or Work under this Agreement. The retainage, including any additional retainage imposed and the release of any retainage, shall be in accordance with Utah Code Ann. Sec. 13-8-5, as amended. The CM/GC shall also comply with the requirements of Utah Code Ann. Sec. 13-8-5, as amended, including restrictions of retainage regarding Subcontractors and the distribution of interest earned on the retention proceeds.

3. AAI Not Responsible for CM/GC'S Retention Requirements. The AAI shall not be responsible for enforcing the CM/GC's obligations under Utah law in fulfilling the retention law requirements with Subcontractors at any tier.

4. Interest Bearing Account. The CM/GC's retainage shall be held by AAI, in an interest bearing account with said interest to accrue to the account of the CM/GC. Said interest shall be distributed by AAI to the CM/GC upon release of retention funds.

5. AAI'S Right to Withhold Certain Amount and Make Use Thereof. AAI may withhold from payment to the CM/GC such amount as, in AAI's judgment, may be necessary to pay just claims against the CM/GC or Subcontractors at any tier for labor and services rendered and materials furnished in and about the Work. The AAI may apply such withheld amounts for the payment of such claims in AAI's discretion. In so doing, the AAI shall be deemed the agent of the CM/GC and payment so made by the AAI shall be considered as payment made under this CM/GC's Agreement by the AAI to the CM/GC. AAI shall not be liable to the CM/GC for any such payment properly made. Such withholdings and payments may be made without prior approval of the CM/GC and may also be made prior to any determination as a result of any dispute, PRE, Claim or litigation. However, the CM/GC shall be notified prior to any such withholding and will be given an opportunity to inform AAI as to any reason why the withholding shall not occur.

6. Final Payment. Before final payment is made, the CM/GC must submit evidence satisfactory to the AAI that all payrolls, materials bills, subcontracts at any tier and outstanding indebtedness in connection with the Work have been properly paid. Final Payment will be made after receipt of said evidence, final acceptance of the Work by the AAI as well as compliance with the applicable provisions of the AAI General Conditions.

7. CM/GC Respond to Financial Responsibility and Related Requests; Waivers, Releases, Bonds. The CM/GC shall respond immediately to any inquiry in writing by AAI as to any concern of financial responsibility and AAI reserves the right to request any waivers, releases or bonds from the CM/GC in regard to any rights of Subcontractors (including suppliers) at any tier or any third-party prior to any payment by AAI to the CM/GC.

8. Reimbursement to AAI. Notwithstanding anyother provision of this Agreement, the CM/GC shall reimburse AAI for the portion of any expenses paid by AAI to the CM/GC, which is attributable to the CM/GC's breach of its duties under this Agreement, including the breach of any duty by any Subcontractor or supplier at any tier or anyone for whom the CM/GC may be liable.

15 ARTICLE 4.

BASIC SERVICES

The CM/GC's Basic Services consist of the two phases described below and any other services included in this Agreement as Basic Services.

A. Preconstruction Phase. The CM/GC shall perform the following:

1. Consultation with AAI and A/E and Construction Document Review. The CM/GC shall conduct a complete review and consult with AAI and the A/E of all aspects and phases of the drawings and specifications. This review and consultation shall evaluate the following: constructability, budget issues, scheduling issues, safety concerns, errors and omissions. The CM/GC shall be responsible for being aware of site conditions, market conditions and all other customary information needed to review all aspects and phases of the drawings and specifications.

2. Project Schedule. Provide for AAI's review and acceptance, and periodically update a Project critical path schedule that coordinates and integrates the CM/GC's services, the A/E's services and AAI's responsibilities with anticipated construction schedules.

3. Phases. Advise on the separation of the Project into separate bid packages/phases for various categories of Work.

4. Schedule of Purchases. Investigate and recommend a schedule of all purchases, including State provided, of materials and equipment requiring long lead-time procurement, and coordinate this schedule with the early preparation of portions of the Contract Documents by the A/E. Expedite and coordinate delivery of these purchases.

5. Bidding (including proposals) Services.

a. "Bid" and "Proposal" Meaning. For purposes of this Agreement, the term "bid" andother terms based on that word used in the invitation to bid process shall be deemed to refer to "proposal" and the corollary words related to the request for proposal process, when the request for proposal process is used in lieu of an invitation for bids.

b. Prequalification Criteria. The CM/GC shall prepare, when appropriate, prequalification criteria for bidders. Subcontractors and suppliers at all tiers must be properly licensed in the State of Utah and must meet all qualification requirements of the specifications/Contract Documents.

c. Ensure Bids are Received. The CM/GC is responsible for the procurement of subcontractors and suppliers for the Project. The CM/GC shall develop Subcontractor interest to ensure bids are received.

d. Pre-Bid Conferences. The CM/GC shall conduct pre-bid conferences to familiarize potential bidders with the bidding documents. The CM/GC shall ensure that the Construction Documents are available to all potential bidders.

e. Procure Subcontractors Similarly as AAI. All procurements recommended and conducted by the CM/GC shall be in accordance with one of the source selection methods provided for in the Utah Procurement Code, UCA 63-56, "Part 4, Source Selections and Contract Formation," and the applicable rules of the Utah State Building Board in Utah Administrative Code, Title R23, in the same manner as if the subcontract Work was procured directly by AAI.

This is met by compliance with the CM/GC Procurement Manual (located on the AAI Website) in administering the selection process for the Subcontractors, which Manual is hereby incorporated by reference as part of this Agreement.

f. Selection of Bidders. The CM/GC shall receive bids, prepare bid analyses and award subcontracts or reject bids. AAI, the Using Agency and the A/E shall be consulted during this procurement process, however, the determination and responsibility for the procurement of the subcontractors and suppliers is that of the CM/GC. The CM/GC shall conduct pre-award conferences with bidders that have been recommended for award by any selection committee.

g. Manage Scope to be within GMP. The CM/GC shall consult with the A/E to suggest reasonable adjustments in the scope of the Project, and to suggest alternate bids in the Construction Documents as needed to adjust the Construction Cost, which shall not exceed the GMP. If AAI determines as a result of the bidding process that the GMP is exceeded or will likely be exceeded, AAI reserves the right, in its sole discretion to:

(1) give written approval of an increase in GMP, including applying the CM/GC’s Contingency to such increase; (2) authorize re-bidding;

(3) revise the scope of the Work; and/or (4) terminate the Project.

h. Bidders Contract with CM/GC Only. There shall be no contractual relationship between the subcontractors/suppliers and the AAI or A/E. The CM/GC shall prepare and execute the required subcontractor/supplier agreements. The CM/GC shall be fully responsible for the performance of its Subcontractors and suppliers at any tier similar to a General Contractor under the AAI General Conditions.

6. Self-Performed Work.

a. Per UCA 63-56-501(2) and applicable Utah law, the CM/GC may request that it be allowed to self-perform portions of the Work for the benefit of the Project. The self- performed Work may be allowed as follows:

i. When the proposal for the self-performed Work is approved by AAI as part of the CM/GC selection process; or

ii. When the CM/GC has been selected for the self-performed Work through a selection process that is similar to the selection of subcontractors by AAI.

b. Savings in self-performed Work may be eligible for the incentive described in Article 3.D.

7. Termination. If it is reasonably determined by the AAI Director or designee that the CM/GC has not provided satisfactory preconstruction services, the AAI Director or designee may determine to terminate this Agreement upon ten (10) days notice to the CM/GC and may use another CM/GC to complete the preconstruction phase and/or perform the construction phase services. All items required to be transferred or delivered to AAI under the AAI General Conditions for a termination for cause shall be so transferred or delivered promptly by the CM/GC to AAI. Upon such termination, the CM/GC sole remedy shall be payment for properly performed services up to the date of such termination. For instance, as a result of such termination under this paragraph, the CM/GC is not entitled to receive: (1) any fee related to Work not properly performed; (2) any fee related to Work not yet performed; or (3) any amount related to lost profits. The CM/GC shall be liable to AAI for all damages and liabilities provided for in this Agreement, the AAI General Conditions and the Contract Documents.

B. Construction Phase.

1. Written Authorization to Commence Construction. The CM/GC shall complete construction in accordance with Contract Documents prepared by the A/E and approved by AAI. Upon receipt of a fully executed Change Order that includes a GMP for a specific Scope of Work, the CM/GC is authorized to commence the Construction Phase. All the requirements of this Article 5.B. shall be included as part of any approved GMP.

2. Payment and Performance Bonds. Concurrent with the authorization to proceed with the Construction Phase, the CM/GC shall provide 100% Payment and Performance Bonds for the amount of the Guaranteed Maximum Price (GMP) and meeting the requirements contained in the Contract Documents

3. Administrative and Management Services. Provide administrative and management services as required to coordinate the Work of the Subcontractors with each other and the CM/GC, AAI and the A/E.

4. Team Members. The CM/GC's team must be consistent with the team members designated in the CM/GC's proposal and such team must contain an adequate number of members and have the qualifications necessary to complete the project in accordance with this Agreement. No member of the CM/GC's Team submitted in the selection process of the CM/GC, shall be removed from the Project unless said team member shall leave the employ of the CM/GC or unless AAI requests or approves the change. Any request to replace a team member shall be submitted to AAI in writing and subject to approval of AAI upon a showing that such replacement is consistent with the qualifications provided in the selection process of the CM/GC.

5. Supervision. The CM/GC shall provide competent supervision of the Work and shall causethe Work to be performed in accordance with the Contract Documents.

6. Meetings. The CM/GC shall schedule and conduct pre-construction, construction and bi-weekly progress meetings. The CM/GC shall prepare and promptly distribute minutes of all such meetings. Said minutes shall not be considered official minutes until approved by AAI. At the beginning of each meeting, the minutes of the prior meeting shall be the first item on the agenda and the minutes shall be reviewed for editing or approval at that time.

7. Critical Path Scheduling. The CM/GC shall provide an updated critical path schedule prior to the commencement of the Work. This critical path schedule shall be further updated in a prompt manner to reflect any changes. The CM/GC shall comply with all scheduling requirements in the Contract Documents and the AAI General Conditions.

8. Construction Cost Management. The CM/GC shall perform regular monitoring of theapproved estimate of Construction Cost, including actual costs for activities in progress and estimates for uncompleted tasks. The CM/GC shall promptly identify in writing to the AAI and A/E, variances between actual/estimated costs in regard to the budget for the GMP. The CM/GC shall use its best efforts to work with the A/E as a team in an effort to have designs presented to the Owner be properly determined in advance by the CM/GC to meet the GMP. The CM/GC shall:

a. Maintain cost accounting records on authorized Work performed under unit costs and Work performed on the basis of actual costs of labor and materials.

b. Recommend necessary or desirable changes to AAI, review requests for changes, review subcontractor pricing, and procure reasonable subcontractors' bids.

c. Develop and implement procedures for the review and processing of applications by Subcontractors for progress and final payments.

9. Safety. The CM/GC shall be responsible for the overall safety of the Project and shall review the safety programs developed by each of the subcontractors as required by the Contract Documents. The CM/GC shall fulfill the safety responsibilities provided for in the AAI General Conditions.

10. Assist in Selection Processes. If required by AAI or the Contract Documents, the CM/GC shall assist AAI in selecting and retaining the professional services of surveyors, special consultants and testing laboratories and coordinate their services.

11. Manage Subcontractors and the Work. The CM/GC shall determine that the Work of each subcontractor is being performed in accordance with the Contract Documents. The CM/GC shall promptly remediate any defects or deficiencies in the Work. The CM/GC is solely responsible for the performance of all subcontractors at any tier. Subject to review by the A/E and AAI, the CM/GC shall reject Work that does not conform to the requirements of the Contract Documents.

12. Inspections. The CM/GC shall timely arrange for all code inspections, special inspections or testing needed to assure compliance with the Contract Documents.

13. Requests for Interpretations. The CM/GC shall promptly submit to the A/E and AAI, any subcontractor requests for interpretations of the drawings and specifications, and promptly assist in the resolution of such requests.

14. Forward Insurance Certificates. The CM/GC shall receive Certificates of Insurance from the Subcontractors, and upon specific request by the AAI Project Manager, forward such to AAI.

15. Review of Submittals. The CM/GC shall establish and implement procedures for expediting the processing and approval of shop drawings, product data, samples and other submittals. The CM/GC shall receive from the subcontractors all shop drawings, product data, samples and other submittals, and review such for conformance with the Contract Documents. After review by the CM/GC, the CM/GC shall deliver the submittals to the A/E for review.

16. Logs, Records. The CM/GC shall keep a daily log containing a record of weather conditions, subcontractors' Work on the site, number of workers, Work accomplished, all necessary data for verification of subcontractor performance, including, but not limited to, unit quantities, problems encountered, and other data as AAI may require. The CM/GC shall make the log available to AAI and the A/E promptly upon request.

The CM/GC shall maintain at the Project site, on a current basis: a record copy, all of which shall be marked to record all changes made during construction, of all contracts, specifications, drawings, addenda, change orders and other Modifications; all shop drawings, product data; samples; submittals; purchases; materials; equipment; maintenance and operating manuals and instructions; as well as other related documents and revisions related to the Project. The CM/GC shall make all records promptly available to AAI upon request.

17. Operation and Maintenance (O&M) Records, Record Drawings. At the completion of the Project, the CM/GC shall promptly submit to the A/E, all O & M manuals and as-built (record drawings). The A/E will review these submittals for accuracy and then promptly forward the submittals to AAI.

18. Manage AAI-Purchased Items. The CM/GC shall arrange for delivery, storage, protection/security for AAI-purchased items that are delivered to the CM/GC.

19. Assist with Commissioning. With the AAI's designated Commissioning Agent, the A/E and AAI's maintenance personnel, the CM/GC shall observe the subcontractors' testing and operation of utilities, control systems and equipment.

20. Substantial Completion. The CM/GC shall notifythe A/E when the Project, or a portion thereof, is ready for a Substantial Completion inspection. Upon Substantial Completion, the CM/GC shall promptly complete the punch list items as provided for in the AAI General Conditions.

16 ARTICLE 5.

ADDITIONAL SERVICES/WORK

A. In General. It is understood and agreed by the parties hereto that no money will be paid to the CM/GC for additional labor or materials furnished unless a new contract in writing or a Modification hereof in accordance with the AAI General Conditions and the Contract Documents for such additional labor or materials has been executed. The AAI specifically reserves the right to modify or amend this

Agreement and the total sum due hereunder, either by enlarging or restricting the scope of the Work (including services).

B. Specific Additional Services. The following Additional Services shall be performed by the CM/GC upon authorization in advance and in writing from AAI and shall be paid for as provided in this Agreement:

1. AAI Provided Furnishings/Equipment. Services related to AAI-provided furnishings and equipment not specified in the Contract Documents.

2. Certain Replacement of Work. To the extent not the fault of the CM/GC, consultation on replacement of Work damaged by fire or other cause during construction, and furnishing services in conjunction with the replacement of such Work.

3. Certain Post-Warranty Services. To the extent not the fault of the CM/GC, inspections of, and services related to, the Project after the end of the warranty period.

4. AAI-Approved Extras. Other services that are not part of the CM/GC's basic services and not otherwise specified in this Agreement, upon advance written direction from AAI.

5. Infringement of Copyright, Patents. Other than for those matters caused by the fault or negligence of the CM/GC, royalties, damages for infringement of patents and costs of defending suits related thereto; all at the actual cost to the CM/GC. Advance authorization by AAI is not needed for the CM/GC to be entitled to these costs.

6. Emergencies. Other than for those matters caused by the fault or negligence of the CM/GC, actual costs incurred due to an emergency affecting the safety of persons and property. Advance authorization by AAI is not needed for the CM/GC to be entitled to these costs.

7. Mark-up for Subcontractor Additional Work.

a. CM/GC Markup. For additional Work performed by Subcontractors that was not part of the scope of Work related to the GMP, the CM/GC will be compensated 5% of the subcontract or material price in lieu of the markups otherwise provided for in the AAI General Conditions. This compensation is for home office coordination as well as CM/GC overhead and profit.

b. Subcontractor Markup. Subcontractors shall receive a markup for additional Work in accordance with the AAI General Conditions.

17 ARTICLE 6.

TIME AND DELAY REMEDY

A. Time of Essence, Standard of Care. Time is of the essence for the performance required by this Agreement. The CM/GC shall perform basic and additional services in an expeditious manner and consistent with the Standard of Care requirements of this Agreement.

B. Completion Date. The completion date for this Agreement is 1 July 2020 pending any modifications as set forth in this Agreement.

C. Liquidated Damages. The CM/GC agrees to pay liquidated damages in the amount of $1000 per day for each day after expiration of the Contract Time until the CM/GC achieves Substantial Completion in accordance with the Contract Documents, if CM/GC's delay makes the damages applicable. This provision for liquidated damages: (a) is to compensate AAI for delay only; (b) is provided for herein because actual damages cannot be readily ascertained at the time of execution of this Agreement; (c) is not a penalty; and (d) shall not prevent AAI from maintaining Claims for other non-delay damages, such as costs to complete or remedy defective Work.

D. Delay/Hindrance Claim Limitation. No PRE, Claim or action shall be maintained by the CM/GC, Subcontractors or suppliers at any tier, against AAI for damages or other claims due to losses attributable to hindrances or delays from any cause whatsoever, including acts and omissions of AAI or its officers, employees or agents, except as expressly provided in the AAI General Conditions.

E. Extensions of Time. Extension of Time requests must comply with the AAI General Conditions.

18 ARTICLE 7.

THE AAI'S RESPONSIBILITIES

A. AAI-Provided Requirements. The AAI has provided the requirements for the Project in the Request for Proposals, which is part of the Contract Documents.

B. AAI Representative. The AAI shall designate a representative authorized to act upon behalf of AAI with respect to the Project. The AAI shall examine documents submitted by the CM/GC and shall render decisions pertaining thereto in a timely manner in order to avoid unreasonable delay in the progress of the CM/GC's Work as indicated by the AAI-approved critical path schedule.

C. AAI-Provided Tests, Inspections, Reports. The AAI may furnish structural, mechanical, chemical and other laboratory tests, inspections and reports. The CM/GC shall cooperate with any such tests or inspections.

D. Audit Rights. The AAI may audit applications for payments or any other aspect of the Services and Work of the CM/GC and of the subcontractor or suppliers at any tier. The CM/GC shall cooperate with AAI in providing all necessary information for any AAI audit.

E. Provide Construction Documents. The AAI shall assure that the CM/GC is provided the Construction Documents in a digital format. The CM/GC shall be responsible for making any further copies of the Construction Documents, subject to the copyright requirements in the AAI General Conditions.

F. Right to Perform. The AAI reserves the right to perform Work related to the Project with AAI's own forces, and to award contracts to other entities in connection with the Project, which are not part of the CM/GC's responsibilities under this Agreement. The CM/GC shall coordinate the CM/GC's Work with work of AAI's separate contractors as required by the Contract Documents. The CM/GC shall promptly notify AAI in writing if any such independent action will in any way compromise the CM/GC's ability to meet the CM/GC's responsibilities under this Agreement.

19 ARTICLE 8.

INDEMNIFICATION

The CM/GC shall comply with the indemnification provisions of the AAI General Conditions.

20 ARTICLE 9.

TERMINATION, SUSPENSION OR ABANDONMENT

This Agreement may be terminated, suspended or abandoned in accordance with the AAI General Conditions.

21 ARTICLE 10.

DISPUTE RESOLUTION

Any dispute, PRE or Claim between the parties shall be subject to the provisions of Article 7 of the AAI General Conditions. AAI reserves all rights to pursue its rights and remedies as provided in the AAI General Conditions.

22 ARTICLE 11.

SUCCESSORS AND ASSIGNS

The AAI and CM/GC, respectively bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement, and to partners, successors, assigns and legal representatives of such other party with respect to all covenants, provisions, rights and responsibilities of this Agreement. The CM/GC shall not assign this Agreement without the prior written consent of AAI, nor shall the CM/GC assign any money due or to become due as well as any rights under this Agreement, without prior written consent of AAI.

23 ARTICLE 12.

EXTENT OF AGREEMENT

A. Agreement Includes the Following. This Agreement includes this Agreement, the Request for Proposals for this Project, including the Instructions to Proposers and the CM/GC's Proposal (including Management Plan) to the extent not in conflict with the other Contract Documents, said AAI General Conditions, Supplemental General Conditions, final drawings, specifications, Addenda and Modifications as approved by AAI for this Project, the CM/GC's Proposal for this Project, the CM/GC's bonds submitted to AAI, and all the attachments (including schedules) and documents incorporated by reference into this Agreement; all of which are hereby incorporated by reference as a part of this Agreement and are also referred to as the "Contract Documents." This Agreement represents the entire and integrated Agreement between AAI and the CM/GC and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both AAI and the CM/GC.

B. Hierarchy. The following documents shall be read together with the provisions of this Agreement, and in case of irreconcilable conflict between any provisions of the various documents, the first mentioned document in the following list shall control: Modifications, Addendum to drawings and specifications, drawings and specifications (as approved by AAI), this Agreement including the attachments to this Agreement, the CM/GC's Proposal for this Project (including Management Plan) as may be modified by AAI and indicated in the attachment to this Agreement, the AAI's Request for Proposal for this Project, and the AAI General Conditions.

24 ARTICLE 13.

AUTHORITY TO EXECUTE AND PERFORM AGREEMENT

The CM/GC and AAI each represent that the execution of this Agreement and the performance thereunder is within their respective duly authorized powers.