2023.11.27 BP5A Front Ends (Project Manual) Section 2 pgs. 48-124.pdf

Document A133

– 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

Init.

AIA Document A133™ – 20 19 . 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 10:57:36 ET on 09/07/2022 under Order No.3104237271 which expires on 09/17/2023, 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.

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This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.

AIA Document A201™–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.

AGREEMENT made as of the Sixteenth day of June in the year Two Thousand Twenty Two.

(In words, indicate day, month, and year.)

BETWEEN the Owner:

(Name, legal status, address, and other information)

Warren Consolidated Schools 31300 Anita Drive Warren, Michigan 48093 and the Construction Manager:

(Name, legal status, address, and other information)

Clark Construction Company 2660 Superior Court Auburn Hills, Michigan 48263

(248) 286-1000 for the following Project:

(Name, location, and detailed description)

2022 Warren Consolidated Schools Bond Program

The Architect:

(Name, legal status, address, and other information)

Wakely Associates, Inc.

30500 Van Dyke Avenue Suite 209 Warren, Michigan 48093

(586) 573-4100

The Owner and Construction Manager agree as follows.

DocuSign Envelope ID: 06289845-AD12-41D0-A37B-7B3B08DBEF89

Init.

AIA Document A133™ – 20 19 . 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 10:57:36 ET on 09/07/2022 under Order No.3104237271 which expires on 09/17/2023, 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.

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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

EXHIBIT B INSURANCE AND BONDS

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:

(Insert the Owner’s program, identify documentation that establishes the Owner’s program, or state the manner in which the program will be developed.)

As set forth in the Application for Preliminary Qualification of Bonds #50-230-4-K12-33-01 and the Owner’s requirements, and are incorporated herein and attached hereto by reference.

§ 1.1.2 The Project’s physical characteristics:

(Identify or describe pertinent information about the Project’s physical characteristics, such as size; location;

dimensions; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site, etc.)

As set forth in the Application for Preliminary Qualification of Bonds #50-230-4-K12-33-01 and the Owner’s requirements, and are incorporated herein and attached hereto by reference.

AIA Document A133™ – 20 19 . 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 10:57:36 ET on 09/07/2022 under Order No.3104237271 which expires on 09/17/2023, 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.

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§ 1.1.3 The Owner’s budget for the Guaranteed Maximum Price, as defined in Article 6:anticipated budget for the Project, inclusive of all hard costs and soft costs (whether by the Construction Manager or the Owner’s separate contractors), fees, financing costs, FF&E, and other related costs, is as follows:

(Provide total and, if known, a line item breakdown.)

One Hundred Fifty Million Dollars ($150,000,000).

§ 1.1.4 The Owner’s anticipated design and construction milestone dates:

.1 Design phase milestone dates, if any:

.2 Construction commencement date:

.3 Substantial Completion date or dates:

.4 Other milestone dates:

Subject to amendment by the Owner, the Project’s design milestone and anticipated construction milestone dates shall be as set forth in the Preliminary Major Milestone Schedule attached hereto as Exhibit D.

§ 1.1.5 The Owner’s anticipated requirements for accelerated or fast-track scheduling, or phased construction, are set forth below:

(Identify any requirements for fast-track scheduling or phased construction.)

Phased Construction based on Owner’s sole discretion.

§ 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.)

Not applicable.

§ 1.1.6.1 If the Owner identifies a Sustainable Objective, the Owner and Construction Manager shall complete and incorporate AIA Document E234™–2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, into this Agreement to define the terms, conditions and services related to the Owner’s Sustainable Objective.

If E234–2019 is incorporated into this agreement, Agreement, the Owner and Construction Manager shall incorporate the completed E234–2019 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective.

§ 1.1.7 Other Project information:

(Identify special characteristics or needs of the Project not provided elsewhere.)

As set forth in the Application for Preliminary Qualification of Bonds #50-230-4-K12-33-01 and the Owner’s requirements, and are incorporated herein and attached hereto by reference.

§ 1.1.8 The Owner identifies the following representative representatives:

.1 Owner’s Designated Representative: The Owner identified the following individuals as its Owner’s Designated Representatives in accordance with Section 4.2:

(List name, address, and other contact information.)

Dr. Robert Livernois, Superintendent and

AIA Document A133™ – 20 19 . 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 10:57:36 ET on 09/07/2022 under Order No.3104237271 which expires on 09/17/2023, 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.

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Kari Elenbaas, Chief Financial Officer Warren Consolidated Schools 31300 Anita Drive Warren, MI 48093

.2 Owner’s Representative Consultant.

The Owner has engaged Plante & Moran Cresa, L.L.C. as an Owner’s Representative Consultant on the Project. The Construction Manager shall keep the Owner and the Owner’s Representative Consultant informed in matters regarding the Project. Unless otherwise provided in this Agreement or specifically authorized by the Owner, the Owner’s Representative Consultant is not authorized to commit the Owner in matters regarding changes in the Work, Construction Schedule, or grant approval on behalf of the Owner. The Owner and/or the Owner’s Designated Representative have the sole right to make decisions in matters regarding the Project. The following individual, subject to change upon written notification to the Construction Manager, shall be primary contact for the Owner’s Representative Consultant:

Paul Theriault, Partner Plante Moran Cresa 3000 Town Center; Suite 100 Southfield, MI 48075

§ 1.1.9 The persons or entities, in addition to the Owner’s representative, representatives identified in Section 1.1.7 and Architect, who are required to review the Construction Manager’s submittals to the Owner are as follows:

(List name, address and other contact information.)

§ 1.1.10 The Owner shall retain anticipates retaining the following consultants and contractors:

(List name, legal status, address, and other contact information.)

.1 Geotechnical Engineer:

.2 Civil Engineer:

.3 Other, if any:

(List any other consultants retained by the Owner, such as a Project or Program Manager.)

(i.e.: Independent Testing Agency, Surveyor, Commissioning Agent, etc.)

§ 1.1.11 The Architect’s representative:

(List name, address, and other contact information.)

Ron Syme Wakely Associates, Inc.

30500 Van Dyke Avenue Suite 209 Warren, MI 48093 rsyme@wakelyaia.com; (586) 573-4100

AIA Document A133™ – 20 19 . 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 10:57:36 ET on 09/07/2022 under Order No.3104237271 which expires on 09/17/2023, 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.

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§ 1.1.12 The Construction Manager identifies the following representative in accordance with Article 3:3. The Construction Manager’s representative identified below is authorized to act, and fully bind the Construction Manager and commit the Construction Manager’s resources, on behalf of the Construction Manager with respect to the Project:

(List name, address, and other contact information.)

Gary Steller, Vice President Clark Construction Company 2660 Superior Court Auburn Hills, Michigan 48263 gstellar@clarkcc.com; (517) 881-9198

§ 1.1.13 The Owner’s requirements for the Construction Manager’s staffing plan for Preconstruction Services, as required under Section 3.1.9:Construction Manager’s key team members are:

(List any Owner-specific requirements to be included in the staffing plan.)of key staff members assigned to the Project and their respective roles) Team Member Name Assignment Contact Information (Mobile Phone & e-Mail) Becky Timberlake, Project Director, (248) 763-8838, rtimberlake@clarkcc.com

§ 1.1.13.1 The services of the Construction Manager’s key team members are deemed to be personal in nature as to these key team members, and the continuity in the Project’s team is valuable to the Owner. Therefore, the Construction Manager shall not substitute a key team member for convenience without the Owner’s prior written approval which shall be at the Owner’s sole discretion.

§ 1.1.13.1.1 NOT USED

§ 1.1.13.1.2 NOT USED

§ 1.1.13.2 If a key team member is substituted for any reason, the Owner shall have the right to interview and select alternate Team member(s) employed by the Construction Manager to replace the unavailable Team member.

Construction Manager shall agree to provide the services of the alternate team member(s) selected by Owner.

§ 1.1.13.3 Substitution of any key team member for any reason shall not entitle the Construction Managers to an increase of the Contract Time, the Contract Sum, or the Guaranteed Maximum Price, however, where cost of the replacement key team members is less that key team member being replaced the Owner shall be entitled to a Change Order for a commensurate reduction in the Contract Sum or Guaranteed Maximum Price.

§ 1.1.14 The Owner’s requirements for subcontractor procurement for the performance of the Work:

(List any Owner-specific requirements for subcontractor procurement.)

Reserved.

§ 1.1.15 Other Initial Information on which this Agreement is based:

To be determined.

§ 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, when appropriate, the Owner and the Construction Manager shall appropriately may agree in writing to adjust the Project schedule, the Construction Manager’s services, and the Construction Manager’s compensation. The Owner shall may 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. Notwithstanding the foregoing, the Construction Manager acknowledges that the Initial Information regarding the Project provided by the Owner is preliminary, and that the Construction Manager’s services necessarily include assisting the Owner and Architect in refining the parameters of the Project.

§ 1.3 Neither the Owner’s nor the Construction Manager’s representative shall be changed without ten days’ prior notice to the other party.

AIA Document A133™ – 20 19 . 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 10:57:36 ET on 09/07/2022 under Order No.3104237271 which expires on 09/17/2023, 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.

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ARTICLE 2 GENERAL PROVISIONS

§ 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 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.

§ 2.1.1 Defined Terms Terms which are defined in the AIA Document A201™–2017, General Conditions of the Contract for Construction, as modified, shall have the same meaning when used in this Agreement or other Contract Documents unless otherwise defined herein.

§ 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 best skill and judgment in furthering the interests of the Owner to furnish efficient construction administration, management services, and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner 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.

§ 2.3 General Conditions The general conditions of the contract shall be as set forth in AIA Document A201–2017, as modified, which document is attached hereto and incorporated herein by reference. Reference in this Agreement to the AIA Document A201-2017 or the General Conditions of the contract shall mean the AIA Document A201-2017 as modified and attached hereto. The term "Contractor" as used in AIA Document A201–2017 shall mean the Construction Manager, and the term "Contract Sum," wherever used in AIA Document A201-2017 in reference to a limit of cost, shall mean the Guaranteed Maximum Price.

§ 2.3.1 For the Preconstruction Phase, AIA Document A201™–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.

§ 2.4 Initial Engagement Initial engagement of the Construction Manager is for Preconstruction Services only. In addition to any other rights of termination, the Owner reserves the unconditional right to, in its sole discretion, terminate this Agreement at the conclusion of Preconstruction Services and/or solicit proposals from other Construction Managers or contractors for construction of the Project. In the event of such termination by Owner, Owner’s sole liability, pursuant to this Agreement or otherwise at law or in equity, shall be payment for Preconstruction Services actually performed.

ARTICLE 3 CONSTRUCTION MANAGER’S RESPONSIBILITIES

The Construction Manager’s Preconstruction Phase responsibilities are set forth in Sections 3.1 and 3.2, and in the 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

AIA Document A133™ – 20 19 . 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 10:57:36 ET on 09/07/2022 under Order No.3104237271 which expires on 09/17/2023, 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.

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Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project.

§ 3.1 Preconstruction Phase § 3.1.1 Extent of Responsibility The Construction Manager shall exercise reasonable care in performing its Preconstruction Services. The Owner and 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 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 Manager’s Preconstruction Phase responsibilities are set forth in Sections 3.2 and 3.3, Exhibit C, and in the applicable provisions of A201-2017. The Construction Manager’s Construction Phase responsibilities are set forth in Section 3.4. 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 will proceed concurrently.

§ 3.1.2 The Construction Manager shall provide a preliminary evaluation of the Owner’s program, schedule and construction budget requirements, each in terms of the other.In addition to the provisions stated within this Agreement, the Construction Manager shall consult with the Architect during the Design Development Phase on the Project; to monitor Project costs and to keep costs within established limitations; to schedule the Project efficiently for both design development and construction phases so that the Project will be ready for occupancy at the earliest possible date; and to review the design of the Project with the intent that the most efficient use of materials and methods will be employed to provide quality construction at the least cost.

§ 3.1.3 ConsultationThe Construction Manager shall perform its Services and the Work with competence and care, using skill and diligence consistent with honesty, integrity, candor, and in the interests of the Owner, not the interests of its subcontractors, vendors, or suppliers. Unless specifically provided otherwise, the Owner and 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.

§ 3.1.3.1 The Construction Manager shall schedule and conduct meetings with the Architect and Owner to discuss such matters as procedures, progress, coordination, and scheduling of the Work.

§ 3.1.3.2 The Construction Manager shall advise the Owner and Architect on proposed site use and improvements, selection of materials, building systems, and equipment. The Construction Manager shall also provide recommendations to the Owner and Architect, consistent with the Project requirements, on constructability;

availability of materials and labor; time requirements for procurement, installation and construction; prefabrication;

and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions. The Construction Manager shall consult with the 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 Project, using AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data.

§ 3.1.4 Project Schedule When Project requirements in Section 4.1.1 have been sufficiently identified, the Construction Manager shall prepare and periodically update a Project schedule for the Architect’s review and the Owner’s acceptance. The Construction Manager shall obtain the Architect’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 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

AIA Document A133™ – 20 19 . 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 10:57:36 ET on 09/07/2022 under Order No.3104237271 which expires on 09/17/2023, 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.

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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 shall comply with Applicable laws relevant 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. The Construction Manager and its consultants shall not discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment, because of race, color, religion, national origin, age, sex, height, weight, or marital status. Breach of this covenant may be regarded as a material breach of the contract.

§ 3.1.5 Phased Construction The Construction Manager, in consultation with the 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 cost reductions, cost information, constructability, provisions for temporary facilities, and procurement and construction scheduling issues.The Construction Manager shall immediately notify the Owner in writing in the event of a potential or actual: (a) material change in ownership or structure of the Construction Manager;

(b) intent to dissolve; (c) intent to otherwise cease active participation in the Project’s local marketplace; or (d) any other change in the Construction Manager’s circumstances that could reasonably give rise to concern on behalf of the Owner regarding the Construction Manager’s ability or willingness to fulfill any of its obligations under this Agreement (collectively a "Material Change in Circumstances"). In the event of a Material Change in Circumstances, the Construction Manager shall provide any reasonable assurance or guarantee requested by Owner. Owner shall have the right to terminate this Agreement for cause in the event of a Material Change in Circumstances.

§ 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 shall prepare, for the Architect’s review and the Owner’s approval, preliminary estimates of the Cost of the 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 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 of the Cost of the Work with increasing detail and refinement. The Construction Manager shall include in the estimate 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 shall be provided for the Architect’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.

§ 3.1.6.3 If the Architect is providing cost estimating services as a Supplemental Service, 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 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 Manager shall provide a staffing plan for Preconstruction Phase services for the Owner’s review and approval.

§ 3.1.10 If the Owner identified a Sustainable Objective in Article 1, the Construction Manager shall fulfill its Preconstruction Phase responsibilities as required in AIA Document E234™–2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, attached to this Agreement.

AIA Document A133™ – 20 19 . 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 10:57:36 ET on 09/07/2022 under Order No.3104237271 which expires on 09/17/2023, 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.

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§ 3.1.11 Subcontractors and Suppliers § 3.1.11.1 If the Owner has provided requirements for subcontractor procurement in section 1.1.14, the Construction Manager shall provide a subcontracting plan, addressing the Owner’s requirements, for the Owner’s review and approval.

§ 3.1.11.2 The Construction Manager shall develop bidders’ interest in the Project.

§ 3.1.11.3 The processes described in Article 9 shall apply if bid packages will be issued during the Preconstruction Phase.

§ 3.1.12 Procurement The Construction Manager shall prepare, for the Architect’s review and the Owner’s acceptance, a procurement schedule for items that must be ordered in advance of construction. The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered in advance of construction. If the Owner agrees 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 responsibility for them.

§ 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.)

§ 3.2 Guaranteed Maximum Price ProposalPreconstruction Phase § 3.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager, the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner’s and Architect’s review, and the Owner’s acceptance. The 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, and the Construction Manager’s Fee described in Section 6.1.2.Extent of Responsibility The Construction Manager shall exercise the utmost care in performing its Preconstruction Services. The Owner and 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. With the exception of Work for which the Contract Documents require the Construction Manager to design, the Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction Manager shall use its expertise to carefully review the Drawings and Specifications and 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.

§ 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 therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes, or equipment, all of which, if required, shall be incorporated by Change Order.Upon signing this Agreement, the Construction Manager will meet with the Owners Program Manager and the Owner and provide a preliminary evaluation of the Owner’s program, schedule and construction budget requirements and, based upon current market conditions relating to schedule and cost, determine the Owner’s Program, schedule, and Budget are reasonably achievable. Construction Manager will not be responsible for changes to the current market conditions.

AIA Document A133™ – 20 19 . 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 10:57:36 ET on 09/07/2022 under Order No.3104237271 which expires on 09/17/2023, 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.

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§ 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, 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 allowances; the Construction Manager’s contingency set forth in Section 3.2.4; and the Construction Manager’s Fee;

.4 The anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based; and

.5 A date by which the Owner must accept the Guaranteed Maximum Price.

Consultation § 3.2.3.1 As the Architect progresses through the Schematic Design, Design Development, and Construction Documents phases of the Project, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager, and Architect, an evaluation of the Owner’s program, schedule, and construction budget requirements, each in terms of the other. The Construction Manager shall also schedule and conduct meetings with the Architect and Owner to discuss such matters as procedures, progress, coordination, and scheduling of the Work.

§ 3.2.3.2 The Construction Manager shall advise the Owner and Architect on proposed site use and improvements, selection of materials, building systems, and equipment. The Construction Manager shall also provide recommendations to the Owner and Architect, consistent with the Project requirements, visible on site investigations (but no destructive testing or underground testing), constructability; availability of materials and labor; time requirements for procurement, installation and construction; prefabrication; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions. The Construction Manager shall consult with the Architect regarding professional services to be provided by the Construction Manager during the Construction Phase.

§ 3.2.3.3 The Construction Manager shall collaborate with the Architect in establishing building information modeling and digital data protocols for the Project, using AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data.

§ 3.2.3.4 As the Architect progresses with the preparation of the Schematic Design, Design Development, and Construction Documents, the Construction Manager shall review all Drawings and Specifications, consult with the Owner and Architect and make recommendations:

.1 regarding the cost, constructability, and schedule;

.2 regarding equipment, materials, and services;

.3 to ensure that they contain provisions for all temporary facilities necessary to enable the Construction team to perform their Work, and provisions for all of the job site facilities necessary to manage, inspect, and supervise construction; and

.4 to the Owner and Architect regarding site condition investigation and reporting to identify conditions that may impact the design and performance of the Work. The Construction Manager shall manage the site condition investigation if directed to do so by the Owner.

§ 3.2.4 In preparing the 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.

Project Schedule When Project requirements in Section 4.1.1 have been sufficiently identified, the Construction Manager shall prepare and update a Project schedule for the Architect’s review and the Owner’s acceptance in accordance with Exhibit D.

AIA Document A133™ – 20 19 . 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 10:57:36 ET on 09/07/2022 under Order No.3104237271 which expires on 09/17/2023, 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: (1984063588)

§ 3.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal. In the event that the Owner or Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both.Phased Construction The Construction Manager, in consultation with the 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 cost reductions, cost information, constructability, provisions for temporary facilities, availability of labor and materials, and procurement and construction scheduling issues.

§ 3.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Construction Manager. Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement, a copy of which the Owner shall provide to the Architect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based.

Cost Estimates § 3.2.6.1 Based on the preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare, for the Architect’s review and the Owner’s approval, preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume, or similar conceptual estimating techniques as outlined in Exhibit C. If the Architect or Construction Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems. The Construction Manager shall use its best professional judgment in preparing estimates of the Cost of the Work. The Construction Manager’s estimate will include a narrative of the factors that may cause its estimates to vary from the lowest bona fide bids for the Work. The Construction Manager shall notify the Owner and Architect in writing in the event an estimate exceeds the Owner’s current approved budget for any portion of the Cost of the Work and will assist the Owner and Architect in a value engineering processes to make recommendations for corrective action, including changes in Project scope and design.

§ 3.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the execution of the Guaranteed Maximum Price Amendment, unless the Owner provides prior written authorization for such costs.

Subcontractors and Suppliers § 3.2.7.1 The Construction Manager shall provide a subcontracting plan, addressing the Owner’s requirements, for the Owner’s review and approval.

§ 3.2.7.2 The Construction Manager shall develop bidders’ interest in the Project both informally during the early design phases and formally during the bidding phase. The Construction Manager shall conduct pre-bid conferences to inform prospective bidders of requirements and answer questions concerning the Project and bidding requirements.

Pre-bid conferences will be coordinated with the Owner and Architect. The Construction Manager shall regularly report on its bidders’ interest activities to the Owner.

§ 3.2.7.3 The processes described in Article 9 shall apply if bid packages will be issued during the Preconstruction Phase.

§ 3.2.8 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall promptly furnish such revised Contract Documents to the Construction Manager. The Construction Manager shall notify the Owner and Architect of any inconsistencies between the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment and the revised Contract Documents.Procurement The Construction Manager shall prepare, for the Architect’s review and the Owner’s acceptance, a procurement schedule for items that must be ordered in advance of construction. The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered in advance of construction. If the Owner agrees 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 responsibility for them.

AIA Document A133™ – 20 19 . 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 10:57:36 ET on 09/07/2022 under Order No.3104237271 which expires on 09/17/2023, 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: (1984063588)

§ 3.2.8.1 The Owner’s requirements for subcontractor procurement for the performance of the Work:

(List any Owner-specific requirements for subcontractor procurement.)

§ 3.2.8.2 The Construction Manager shall develop a competitive field of bidders and solicit competitive bids from qualified subcontractors, vendors, and suppliers in accordance with Article 9, Applicable Law, and the Owner’s applicable procurement policies for all portions of the Work. In event of a conflict between the requirements of Article 9, Applicable Law, or the Owner’s applicable procurement policies, Applicable Law will govern.

§ 3.2.8.3 The Construction Manager shall, after reviewing the bidding documents with the Architect and Owner, assemble bid data including copies of Drawings, Specifications, and Contract Documents, formally advertise and issue invitations for bid in order to obtain competitive bids on appropriate segments of construction, including procurement of equipment, materials, and supplies purchased and incorporated in the Work.

§ 3.2.8.4 The Construction Manager or a related party, as defined in Section 7.8.1, may, with the Owner’s prior written approval, participate in the competitive bidding for any bid package "Self-performed Trade Work" provided that:

.1 The Construction Manager notifies the Owner in writing prior to publishing bid documents so that appropriate adjustments, as deemed necessary by the Owner, to the instructions to bidders may be made;

.2 Self-perform Trade Work shall be procured with the utmost care as not to alienate other trade subcontractors or in any way limit receipt adequate number of bids in the proposed bid category;

.3 The bidding Subcontractor entity conforms to all requirements of the instructions to bidders, including but not limited to obtaining information and clarifications regarding the scope of Work through the formal RFI process; and

.4 Where permitted by Applicable Law, the Owner will receive the Self-Performed Trade Work bids directly and 24 hours prior to the otherwise stated bid due date.

.5 The Construction Manager’s or a related party’s participation in the competitive bidding process shall not relieve the Construction Manager of any obligation under the Contract Documents including, but not limited to, the Construction Manager’s responsibility that the bidding process conform to Applicable Law and the Owner’s applicable procurement policies.

§ 3.2.8.5 Awards of all contracts after evaluation and recommendation by the Construction Manager and concurrence of the Architect shall be made upon the Owner’s consent. This shall include review and objective opinion of self-perform trade work bid categories by the Construction Manager. The Architect and/or Owner shall attend all scope review meetings for all proposing firms of the self-performed trade bid category. Consent by the Owner shall not relieve the Construction Manager of any of its responsibilities under the Contract Documents. Upon the Owner’s consent, the Construction Manager shall award subcontracts to provide all labor and materials for the construction of the Project.

§ 3.2.8.6 The Construction Manager will not utilize, or solicit the participation of any subcontractors,…