8-08. Attachment G CM@R Service Contract.pdf

ATTACHMENT G

CONSTRUCTION MANAGER-AT-RISK CONTRACT

BETWEEN

THE TEXAS DEPARTMEMT OF CRIMINAL JUSTICE

AND

[INSERT CM@R NAME]

The Texas Department of Criminal Justice, a state agency located at Two Financial Plaza, Suite 703, Huntsville, Texas 77340 (hereinafter referred to as “TDCJ”), as Owner and [Insert CM@R Name], a [Insert CM@R Information], located at [Insert CM@R Address] (hereinafter referred to as “CM@R”), enter into the following contract for construction services pursuant to Tex.

Gov’t Code Ann. §§ 2166.2525 and 2269.251 (West 2016), (hereinafter referred to as the “Contract”). Construction Management Services is generally described as: [Insert Project Description] (hereinafter referred to as the “Project”).

Unless specifically provided otherwise, all words and phrases in this Contract in initial caps shall have the meanings set out in this Section 1.1. In the event of any conflict between the definitions in the 2025 Uniform General Conditions (UGC), the 2025 Supplementary General Conditions, and the Special Conditions, respectively, or in any other document that is referenced herein and incorporated for all purposes, and the definitions and in this Contract, the definitions used in this Contract shall control. The 2025 Uniform General Conditions and Supplementary General Conditions can be found on The Texas Facilities Commission (TFC) website or by following the links below:

The 2025 Uniform General Conditions (UGC) https://www.tfc.texas.gov/divisions/facilities/prog/construct/formsin dex/FY2025%20UGC%20Revision%20Final%20w%20cover.pdf

The 2025 Supplementary General Conditions https://web.tfc.texas.gov/home/showpublisheddocument/1136/638 978455823530000

I. DEFINITIONS.

1.1. Definitions.

1.1.1. A/E. A/E means the architect and/or engineer with whom TDCJ has entered into a professional services agreement for the Project.

1.1.2. Bid Bond. Bid Bond has the same meaning as Security Bond and shall be in the form of an approved surety bond, cash, or other immediately available funds.

1.1.3. Budget. Budget means the construction budget for the Project, as set out in the RFQ, as defined below, as may be amended from time to time by TDCJ.

1.1.4. C&A. C&A means any and all clarifications and/or assumptions made by CM@R in the preparation of its GMP Proposal, as defined below, to supplement the information provided by TDCJ as contained in the Drawings.

1.1.5. CAD. CAD means AutoCAD DWG format.

Attachment G

TDCJ Contract No. XXX-XX-XX-XX-XXXX RFQ No. 696-FD-26-Q037 Project No. 10522004 PAGE 2 OF 64

1.1.6. Certificate of Substantial Completion. Certificate of Substantial Completion means the certificate signed by the CM@R, A/E, and TDCJ establishing the date of Substantial Completion for the applicable part of the Work and identifying responsibilities for security and maintenance.

1.1.7. CM@R Contingency. CM@R Contingency means the amount to be approved by

TDCJ that will be allocated by CM@R as a component of the Cost of Work, as defined below, in CM@R’s GMP, as defined below, for CM@R’s exclusive use and benefit to cover any additional costs that may be discovered or otherwise arise during the design and construction documents phases, but which costs are nevertheless the responsibility of CM@R as part of the Cost of Work.

1.1.8. Communication Protocol. Communication Protocol means the communication and tracking procedures to be utilized for interaction and reporting between TDCJ, CM@R, A/E and Subcontractors, as defined below, utilized by TDCJ for the Project.

1.1.9. Consideration. Consideration means the funds and any and all, as defined below, other forms of valid, legal consideration as discussed in Article IV of this Contract.

1.1.10. Construction Costs. Construction Costs means all hard and soft costs for labor, materials, equipment, fees, and other similar costs and expenses required to complete the Project and prepared in the format promulgated by the Construction Specifications Institute (hereinafter referred to as “CSI”).

1.1.11. Construction Management Fee. Construction Management Fee means the fee derived by multiplying the sum of the Cost of Work, as defined below, any portion of the TDCJ Controlled Contingency, as defined below, that may be used, applied, or otherwise credited by TDCJ to the Cost of Work, by an agreed upon percentage.

1.1.12. Construction Management Services. Construction Management Services means the comprehensive construction and management services to be provided to TDCJ by CM@R as specified in this Contract.

1.1.13. Contract Documents. Contract Documents means those documents that include, but are not limited to drawings, specifications, Special Conditions, and all pre-bid and/or pre-proposal addenda.

1.1.14. Cost Estimate. Cost Estimate means the cost estimate to be prepared by CM@R at various pre-construction phases of the Project.

1.1.15. Cost of Work. Cost of Work means those costs necessarily incurred by CM@R in the proper performance of the Work, but which shall in no event be at rates greater than the standard rates in the locale of the Project, shall be composed of only the cost items set forth in Article V of the Contract.

1.1.16. DD Documents. DD Documents means the design development documents, such as, plans, elevations, and such other drawings, calculations, and outline specifications that, in TDCJ’s sole opinion, are of such quality and detail that

Project No. 10522004 PAGE 3 OF 64 enable TDCJ to fix and illustrate the size and character of the entire Project in its essentials as to kinds of materials and assembly details and type of structure and to coordinate the interface of all architectural and structural elements with all building systems.

1.1.17. Deliverables. Deliverables means any and all drawings, specifications, photos, designs, studies, sketches, computer programs, reports, and improvements, as well as the Construction Management Services, which are specified to be delivered by CM@R pursuant to the terms of this Contract.

1.1.18. Design Program. Design Program means the overall goals and design objectives of the Project, the aesthetic considerations, and the functional requirements including allocations of space with uses and adjacency relationships for all areas/spaces, operational objectives and such standards of design that TDCJ may require for all architectural and engineering disciplines in the design and construction of the Project.

1.1.19 Drawings. Drawings mean that product of A/E which graphically depicts the Work.

1.1.20. Effective Date. Effective Date means the date that the last party signs the

Contract.

1.1.21. Environmental Laws. Environmental Laws means any local, state, or federal law, rule, or regulation pertaining to environmental regulation, contamination, clean-up or disclosure, including, as may be amended from time to time: (i) the Resource Conservation and Recovery Act of 1976 (“RCRA”) (42 U.S.C. § 6901 et seq.), as amended by the Used Oil Recycling Act of 1980 (Pub. L. No. 96-463, 94 Stat. 2055 (1980)), the Solid Waste Disposal Act Amendments of 1980 (Pub. L. No. 96-482, 94 Stat. 2334 (1980)), and the Hazardous and Solid Waste Amendments of 1984 (Pub. L. No. 98-616, 98 Stat. 3221 (1984)), and regulations promulgated thereunder; (ii) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) (42 U.S.C. § 9601 et seq.), as amended by the Superfund Amendments and Reauthorization Act of 1986 (Pub. L. No. 99-499, 100 Stat. 1613 (1986)), and regulations promulgated thereunder; (iii) the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.); (iv) the Endangered Species Act of 1973 (15 U.S.C. § 1531 et seq.) and its amendments; (v) laws, statutes, ordinances, rules, regulations, orders, or determinations relating to “wetlands,” including without limitation those set forth in the Federal Water Pollution Control Act (commonly referred to as the “Clean Water Act”) (33 U.S.C. § 1251 et seq.);

(vi) the Texas Water Code; and (vii) the Texas Solid Waste Disposal Act (Tex.

Health & Safety Code Ann. §§ 361.001–361.345 (West 2016 & Supp. 2016)).

1.1.23. Final Inspection Deadline. Final Inspection Deadline means the date that is thirty

(30) days after the Substantial Completion Inspection, by which A/E must conduct a Final Inspection.

1.1.24. General Conditions. General Conditions means those items and related costs that are specified in Article V below.

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1.1.25. General Conditions Fee. General Conditions Fee means the fixed, lump sum fee that comprises part of the Contract Sum, and which shall constitute the entire amount of compensation to be paid to CM@R for General Conditions.

1.1.26. Governmental Authority(ies). Governmental Authority(ies) means the city, the county, any municipal utility district or similar taxing authority in which the Project is located, the State of Texas, the Federal Emergency Management Agency, the United States Army Corps of Engineers, the United States Environmental Protection Agency, the Texas Commission on Environmental Quality, and any other governmental or quasi-governmental agency or authority having jurisdiction over any development or construction activities on the Project or the

CM@R.

1.1.27. Guaranteed Maximum Price. Guaranteed Maximum Price (hereinafter referred to as “GMP”) means the maximum sum that TDCJ shall be responsible to pay for the completion of the Project, subject to any Change Orders, any excess of which shall be the obligation solely of CM@R.

1.1.28. GMP Acceptance. GMP Acceptance means the document approved by TDCJ when price points have been identified and approved by TDCJ on matters related to Cost of Work, Pre-Construction Management Fees, as defined below, Construction Management Fees and such contingencies.

1.1.29. GMP Amendment Acceptance. GMP Amendment Acceptance means TDCJ’s written notification to CM@R of acceptance of the GMP Proposal.

1.1.30. GMP Proposal. GMP Proposal means the written offer from CM@R to TDCJ which includes, among other things, a proposed GMP.

1.1.31. Hazardous Materials. Hazardous Materials means (i) any “hazardous waste” as defined by RCRA, and regulations promulgated thereunder; (ii) any “hazardous substance” as defined by CERCLA, and regulations promulgated thereunder; (iii) any toxic substance as defined under or regulated by the Toxic Substances Control Act; (iv) asbestos, polychlorinated biphenyls, radon, or explosive or radioactive materials; (v) underground and above ground storage tanks, whether empty, filled or partially filled with any substance, including without limitation any petroleum product or any other “hazardous substance”; (vi) any substance the presence of which at the Project is prohibited by any Environmental Laws; and

(vii) any other substance which by any Environmental Laws requires special handling or notification of any Governmental Authority in its collection, storage, treatment, or disposal.

1.1.32. Initial Conceptual Drawings. Initial Conceptual Drawings means initial concept drawings and block diagrams that, in TDCJ’s sole opinion, are of such quality and detail to enable TDCJ to establish design direction.

1.1.33. Laws and Regulations. Laws and Regulations means any and all applicable laws, statutes, rules, regulations, ordinances, codes, and orders including those governing labor, equal employment opportunity, safety, and environmental protection, including but not limited to, all applicable requirements of Title III

Project No. 10522004 PAGE 5 OF 64 of the Americans with Disabilities Act (42 U.S.C. § 12181) and the Elimination of Architectural Barriers laws and Texas Accessibility Standards found in Texas Government Code, Chapter 469, of any and all Governmental Authorities.

1.1.34. MEP Systems. MEP Systems means mechanical, electrical, and plumbing systems and includes all fire protection, security, telecommunication, data, and similar systems.

1.1.35. Notice to Proceed with Construction. Notice to Proceed with Construction

(hereinafter referred to as “NTP”) means the written notice to be issued to CM@R by TDCJ, which shall inform CM@R of, among other things, the date to begin a specific phase of Work, and the respective date anticipated for Substantial Completion of the specific phase of Work. The effective date of the first NTP shall constitute the starting date of the Contract time.

1.1.36. Notice to Proceed with Pre-Construction Activities. Notice to Proceed with Pre-

Construction Activities means the written notice to be issued to CM@R by TDCJ, which shall inform CM@R of, among other things, the date on which CM@R shall commence the Construction Phase, as set forth in Section 2.1.2 of this Contract, of the Construction Management Services.

1.1.37. Open Items List. Open Items List means a list of work activities, punchlist items, changes or other issues that are not expected by TDCJ and Contractor to be complete prior to Substantial Completion.

1.1.38. Opinion of Probable Construction Cost. Opinion of Probable Construction Cost means a level one (1) cost estimate to facilitate budgetary and feasibility determinations, based on historical information with adjustments made for specific Project conditions, wherein estimates are based on costs per square foot, number of rooms/seats, etc. Project information required for estimates at this level shall include a general functional description, schematic layout, geographic location, size expressed as building area, numbers of people, seats, as such, and intended use.

1.1.39. Person. Person means an individual and includes a corporation, an organization, a business trust, an estate, a trust, a partnership, an association, or any other legal entity.

1.1.40. Post-Final Inspection Punchlist. Post-Final Inspection Punchlist means the

Punchlist, as defined below, of items that TDCJ will deliver to CM@R that sets out any part of the Work that was not corrected or completed in accordance with the Contract Documents as of the Final Inspection.

1.1.41. Post-Final Inspection Punchlist Deadline. Post-Final Inspection Deadline means the date that is a fixed number of days after the date of the Final Inspection, by which A/E shall deliver any Post-Final Inspection Punchlist to CM@R.

1.1.42. Pre-Construction Management Fee. Pre-Construction Management Fee means the fixed, lump sum fee for pre-construction services to be performed by CM@R.

Project No. 10522004 PAGE 6 OF 64

1.1.43. Pre-Final Inspection Punchlist Deadline. Pre-Final Inspection Punchlist Deadline means the date that is a fixed number of days after the date of the Substantial Completion Inspection, and by which date A/E shall deliver a Pre-Final Inspection Punchlist to CM@R.

1.1.44. Project Assessment Deadline. Project Assessment Deadline means the date that is a fixed number of days after receipt of a Notice to Proceed with Pre- Construction Activities, and by which date CM@R shall complete all of the assessment tasks.

1.1.45. Project Manager. Project Manager means the individual designated by CM@R and A/E, respectively, and must be approved by TDCJ, as the contact person with specific authority to properly supervise and direct the duties and responsibilities of the respective entity, on behalf of said entity, pursuant to the terms and conditions of this Contract, and who shall have decision-making authority to bind their respective entity with respect to the construction of the

1.1.46. Punchlist. Punchlist means a list of items of Work to be finished, remaining Work to be performed, or Work that does not meet quality or quantity requirements as required in the Contract Documents.

1.1.47. Request for Proposal. Request for Proposal (hereinafter referred to as “RFP”) means a solicitation requesting submittal of a proposal in response to the required scope of services.

1.1.48. RFQ. RFQ means the TDCJ Request for Qualifications No. [Solicitation #], issued [Date].

1.1.49. Schematic Design Drawings. Schematic Design Drawings means, at a minimum, a site development plan, building plans, elevations, sections, and perspective sketches sufficient to convey comprehensive design intent.

1.1.50. Schematic Design Package. Schematic Design Package means the combination of: (i) Schematic Design Drawings; (ii) an outline summary of the areas within the proposed Project such summary corresponding to the general categories in the space allocation outlined in the Design Program; (iii) a description of the building and general site development that shall include an overview of proposed exterior architectural materials and structural systems together with the MEP Systems and services being contemplated; and (iv) an Opinion of Probable Construction Cost that demonstrates conformity with the Budget, all that in TDCJ’s sole opinion must be in satisfactory quality and detail.

1.1.51. Scope of Services. Scope of Services means the Construction Management

Services as set out in Section 2.1 of this Contract.

1.1.52. Shop Drawing(s). Shop Drawing(s) means all drawings, diagrams, illustrations, schedules, samples, and other data or information which are specifically prepared or assembled by or for CM@R and submitted by CM@R to illustrate some portion of the Work.

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1.1.53. Site. Site means the lands or areas indicated in the Contract Documents as being furnished by TDCJ upon which the Work is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by TDCJ which are designated for the use of CM@R.

1.1.54. Specifications. Specifications means the written product of A/E that establishes the quality and/or performance of products utilized in the Work used, including testing and verification for producing the Work.

1.1.55. Statement of GMP. Statement of GMP means a written statement setting forth the proposed total, not to exceed, cost of construction, which shall be composed of the following separately identified costs: (i) the Pre-Construction Management Fee; (ii) the General Conditions Fee; (iii) the Cost of Work enumerated, at a minimum, in categories by CSI specification number and including all allowances and the CM@R Contingency; (iv) the Construction Management Fee; and (v) the TDCJ Controlled Contingency, as defined below.

1.1.56. Subcontract. Subcontract means any agreements between CM@R and a

Subcontractor, as defined below.

1.1.57. Subcontractor. Subcontractor means a business entity, including any supplier, which enters into an agreement with CM@R to perform any part of the Construction Management Services.

1.1.58. Substantial Completion. Substantial Completion means the date determined and certified by Contractor, A/E, and Owner when the Work, or a designated portion thereof, is sufficiently complete in accordance with the Contract, so as to be operational and fit for the use intended.

1.1.59. Substantial Completion Inspection Deadline. Substantial Completion Inspection Deadline means the date that is a fixed number of days after proper written notification is delivered to TDCJ and A/E by CM@R that CM@R has fully satisfied the requirements of the Contract, and by which A/E must conduct a Substantial Completion Inspection.

1.1.60. TDCJ Controlled Contingency. TDCJ Controlled Contingency means that portion of the Contract sum that will be designated by TDCJ in the GMP Acceptance for its exclusive use and benefit for the Project.

1.1.61. TDCJ Project Manager. TDCJ Project Manager means the individual designated by TDCJ as the contact person for TDCJ with the direct responsibility to properly supervise the design and construction of the Project, and the services being provided pursuant to this Contract on behalf of TDCJ, including, but not limited to, serving as the point of contact between TDCJ, the Using Agency, as defined below, (if any), A/E, and CM@R, and supervising TDCJ’s review and approval of the Construction Management Services.

1.1.62. Using Agency. Using Agency has the same meaning as defined in Texas

Government Code, Section 2166.001(10).

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II. SCOPE OF SERVICES.

2.1. Scope of Services. CM@R agrees to timely deliver the Construction Management

Services described in this Contract whether the Project is to be completed as a single package or in multiple combinations of packages. In the event of any material conflict between the duties and responsibilities of the CM@R, any Special Condit ions, or in any other Contract Documents, and as set out in this Contract, the duties and responsibilities set out in this Contract shall control to the extent of any such material conflict. Advance notice of all deadlines discussed below shall be delivered to CM@R.

2.1.1. Pre-Construction Phase. Upon receipt of a Notice to Proceed with Pre-

Construction Activities, CM@R shall commence, and complete, the following pre-construction management services for the Project.

2.1.1.1. No later than the Project Assessment Deadline, CM@R shall complete the following assessment tasks for the Project.

2.1.1.1.1. CM@R shall consult with staff of TDCJ, any representatives of the Using Agency and A/E as may be directed by TDCJ, and become thoroughly familiar with: (i) the Site; and (ii) any and all relevant and existing Site and facilities studies.

2.1.1.1.2. CM@R shall reaffirm the assignment and identity of CM@R’s

Project Manager.

2.1.1.1.3. CM@R shall provide TDCJ and A/E with the opinion of

CM@R as to the suitability of the proposed site and contemplated improvements, selection of materials, building systems and equipment.

2.1.1.1.4. CM@R shall provide recommendations to TDCJ and A/E that are consistent with the Design Program and the Initial Conceptual Drawings on: (i) constructability; (ii) availability of materials and labor; (iii) time requirements for procurement, installation and construction scheduling issues, including phased construction; (iv) accelerated or fast-track scheduling;

(v) provisions for temporary facilities; and (iv) factors related to construction costs including, but not limited to, construction budget requirements and limitations, costs of alternative designs or materials, life-cycle data, and possible cost reductions, each in terms of the other.

2.1.1.1.5. CM@R shall timely review Budget proposed by TDCJ and advise TDCJ if, in the opinion of CM@R, the Budget is adequate to allow for the design and timely construction of the Project as contemplated.

2.1.1.1.5.1. If, in the opinion of CM@R, the Budget is

adequate, CM@R shall confirm acceptance in writing. If, however, in the opinion of CM@R, the Budget proposed by TDCJ is inadequate or

Project No. 10522004 PAGE 9 OF 64 insufficient, CM@R shall advise TDCJ and A/E of all recommendations as to the appropriate adjustments. If the parties cannot agree, TDCJ, at its option, may: (i) waive the provisions of this subsection; or (ii) terminate this Contract.

2.1.1.1.5.2. The parties acknowledge and agree that

subsequent changes in Design Program or scope of the Project may be cause to modify and/or amend the Budget. Any such modification or amendment to the Budget must be authorized by TDCJ in writing.

2.1.1.2. CM@R agrees to timely deliver the “Owner Coordinated Document

Review Process” as follows.

2.1.1.2.1. During the design phase of the Project, the design schedule shall accommodate a periodic review of the Construction Documents at various milestones, to be coordinated by TDCJ, at the following milestones and in the sequential order listed:

(i) Initial Conceptual Drawings; (ii) Schematic Design; (iii) Design Development; (iv) 65% Construction Documents; (v) 95% Construction Documents; and (vi) 100% Construction Documents.

2.1.1.2.2. Each review shall include the following steps to comprise a complete review for each milestone listed above.

2.1.1.2.2.1. The A/E shall have a fixed number of days after

TDCJ’s notice of authorization to A/E to proceed with the next phase of design. The fixed number of days for development of each phase of design is as follows: (i) Initial Conceptual Drawings, [xxx] (x) calendar days; (ii) Schematic Design, [xxx] (x) calendar days; (iii) Design Development, [xxx] (x) calendar days; (iv) 65% Construction Documents, [xxx] (x) calendar days; (v) 95% Construction Documents, [xxx] (x) calendar days; and (vi) 100% Construction Documents, [xxx] (x) calendar days. The last day of each design phase duration or the first weekday thereafter is the A/E deadline for submitting the design phase deliverables for review.

2.1.1.2.2.2. TDCJ, A/E and CM@R shall meet to review the

milestone submittal, five (5) to seven (7) calendar days or the first weekday thereafter following the A/E deadline.

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2.1.1.2.2.3. The formal review comments and deadline is the

date occurring five (5) to seven (7) calendar days or the first weekday thereafter following the review meeting upon which TDCJ shall prepare and deliver TDCJ comments to A/E and CM@R;

and CM@R shall prepare and deliver CM@R comments to TDCJ and A/E.

2.1.1.2.2.4. The A/E reply and deadline is the date occurring five (5) to seven (7) calendar days or the first weekday thereafter following A/E’s receipt of TDCJ and CM@R formal review comments upon which A/E shall provide written evidence that, in TDCJ’s sole discretion, resolves all TDCJ and CM@R formal comments.

2.1.1.2.2.5. The CM@R Cost Estimate and deadline is the

date occurring five (5) to seven (7) calendar days or the first weekday thereafter following delivery of CM@R’s formal review comments to TDCJ and A/E upon which CM@R shall prepare and deliver to TDCJ and A/E Cost Estimates in increasing detail and refinement updated through the review of the 100% Construction Documents. Cost Estimates for reviews through Design Development phase shall be provided in ASTM UNIFORMAT II. Cost Estimates for reviews in the Construction Document phase shall be provided using the Construction Specifications Institute MasterFormat™.

2.1.1.2.2.6. Following TDCJ’s acceptance of the A/E reply, TDCJ shall issue a formal notice of authorization to A/E with copy to CM@R to proceed to the next phase of design within three (3) calendar days or the first weekday thereafter.

2.1.1.3. CM@R shall timely deliver to TDCJ the following initial conceptual drawings/schematic design pre-construction services for the Project.

2.1.1.3.1. CM@R shall attend and actively participate in all meeting(s) between A/E and TDCJ wherein the Initial Conceptual Drawings will be reviewed.

2.1.1.3.2. CM@R shall actively participate in the efforts of TDCJ and

A/E to develop the final version of the Initial Conceptual Drawings. Such participation must be sufficient to enable CM@R to understand the intended project scope, construction and phasing needs, impacts to facility(ies) operation, and therefrom to accurately estimate construction costs.

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2.1.1.3.3. Following the Initial Conceptual Drawing review meeting, CM@R shall prepare and deliver formal review comments and cost estimate in accordance with the requirements of the Owner Coordinated Document Review Process and the schedule established therein.

2.1.1.3.3.1. If such Cost Estimate exceeds the Budget by

more than twenty percent (20%), CM@R shall consult with TDCJ and A/E to identify potential design and/or Specification modifications that could result in the Cost Estimate being in compliance with the Budget.

2.1.1.3.3.2. All Cost Estimates to be prepared and delivered

by CM@R to TDCJ shall be relied upon by TDCJ as the predominant means of budget control as the design phase of the Project progresses. To the extent Cost Estimates are provided by A/E, the CM@R shall collaborate with TDCJ and A/E to reconcile significant differences in the Cost Estimates, and a single, reconciled Cost Estimate shall then be provided to TDCJ.

2.1.1.3.3.3. If alternative materials and systems are

suggested by TDCJ, A/E, or CM@R, CM@R shall promptly provide cost evaluations of those alternative materials and systems.

2.1.1.4. CM@R shall timely deliver to TDCJ the following Design Development pre-construction services for the Project.

2.1.1.4.1. CM@R shall attend and actively participate in all meeting(s) between A/E and TDCJ wherein the proposed Design Development Documents will be reviewed.

2.1.1.4.2. CM@R shall actively participate in the efforts of TDCJ and

A/E to develop the final DD Documents. Such participation must be sufficient to enable CM@R to understand the intended project scope, construction and phasing needs, impacts to facility(ies) operation, drawings and specifications prepared to date, and therefrom to accurately estimate Construction Costs.

2.1.1.4.3. CM@R shall prepare and deliver formal review comments and Cost Estimate in accordance with the requirements of the Owner Coordinated Document Review Process and the schedule established therein.

2.1.1.4.3.1. If such estimated costs exceed the Budget by

more than fifteen percent (15%), CM@R shall

Project No. 10522004 PAGE 12 OF 64 consult with TDCJ and A/E to identify potential design and/or Specification modifications that could result in the Cost Estimate being in

2.1.1.4.3.2. If alternative materials and systems are

2.1.1.4.4. CM@R shall develop bidders’ interest in the Project.

2.1.1.5. CM@R shall timely deliver to TDCJ the following Construction

Documents pre-construction services for the Project.

2.1.1.5.1. CM@R shall attend and participate in all meetings between A/E and TDCJ wherein the Construction Documents will be reviewed.

2.1.1.5.2. CM@R shall actively participate in the efforts of TDCJ and

A/E to develop approved Construction Documents.

2.1.1.5.3. Following the 65%, 90% and 100% Construction Document review meetings, CM@R shall prepare and deliver formal review comments and cost estimate in accordance with the requirements of the Owner Coordinated Document Review Process and the schedule established therein.

2.1.1.5.3.1. If such updated Cost Estimate exceeds the

Budget by more than ten percent (10%) for the 65% review, five percent (5%) for the 90% review or by any amount for the 100% review, CM@R shall consult with TDCJ and A/E to identify further potential design and/or Specification modifications that could result in the Construction Documents Phase Cost Estimate being in

2.1.1.5.3.2. If alternative materials and systems are

2.1.1.6. CM@R shall prepare and submit to TDCJ a GMP Proposal as follows.

2.1.1.6.1. Within thirty (30) days of the date of issuance of the Drawings and Specifications by A/E, and in the manner prescribed by TDCJ, CM@R shall advertise and solicit for bids or proposals from trade contractors or subcontractors for the performance of all major elements of the Work other than the minor work that may be included in the Contract.

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2.1.1.6.1.1. CM@R may seek to perform portions of the Work

itself if the CM@R submits its bid or proposal for said portions of the Work in the same manner as all other trade contractors or subcontractors at least twenty-four (24) hours prior to the opening of the bids or proposals from the trade contractors or subcontractors, and if TDCJ, in its sole discretion, determines that CM@R’s bid or proposal provides the best value for TDCJ or Using Agency.

2.1.1.6.1.2. CM@R shall not open any bids or proposals, or

otherwise ascertain their contents, outside the physical presence of an authorized representative of TDCJ.

2.1.1.6.1.3. A bid tabulation must be prepared or otherwise

recorded contemporaneously with the opening of the bids or proposals, which bid tabulation must include, but shall not be limited to, the following information as to each bid or proposal: (i) the full name, address, and contact information for the trade contractor or subcontractor; (ii) a reasonably detailed description of the scope of the Work to which the bid or proposal applies; (iii) the amount of the bid or proposal; and (iv) CM@R shall comply with requirements in Section 12.2 and Exhibit D of the Contract regarding Historically Underutilized Business program.

2.1.1.6.2. Within forty-five (45) days of the date of issuance of the

Drawings and Specifications by A/E, CM@R shall submit to TDCJ a GMP Proposal Template in substantially the same form as “Exhibit A,” attached hereto and incorporated herein for all purposes, and as set forth below. To the extent that the Drawings and Specifications are anticipated to require further development by A/E, CM@R shall provide an allowance for such further development in the GMP that is consistent with the Contract Documents and reasonably inferable therefrom, which allowance shall be considered to be part of the CM@R Contingency. Such further development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, can be incorporated only by Change Order.

2.1.1.6.3. CM@R shall include the following with each GMP Proposal.

2.1.1.6.3.1 A written statement of its basis for calculation, which shall include the following.

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2.1.1.6.3.1.1. A list of the Drawings, a digital copy

of said list and the Drawings shall be incorporated herein by reference for all purposes and a list of Specifications and the Specifications, including all addenda thereto, shall be included in and made a part of the Project Manual, a digital copy of which Project Manual shall be incorporated herein by reference for all purposes, both of which were used in preparation of the GMP Proposal.

2.1.1.6.3.1.2. The C&A, a digital copy of which

shall be incorporated herein by reference for all purposes, created by CM@R in the preparation of the GMP Proposal, including any assumptions, to supplement the information provided by TDCJ and contained in the Drawings and Specifications.

2.1.1.6.3.1.3. A Statement of GMP, which sets

out, at a minimum, statements that separately identify the following costs: (i) the Pre-Construction Management Fee; (ii) the General Conditions Fee; (iii) the Cost of Work enumerated, at a minimum, in categories by CSI specification number and including all allowances and the CM@R Contingency; (iv) the Construction Management Fee; and (v) the TDCJ Controlled Contingency, a digital copy of which shall be incorporated herein by reference for all purposes.

2.1.1.6.3.1.4. A Statement of the Proposed Date

of Substantial Completion (hereinafter referred to as the “Statement of Date of Substantial Completion”) upon which the proposed GMP is based, a digital copy of which shall be incorporated herein by reference for all purposes.

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2.1.1.6.3.1.5. The deadline on which the GMP

Proposal will automatically expire without further notice.

2.1.1.6.3.2. The initial Work Progress Critical Path Method

Schedule (hereinafter referred to as “Work Progress CPM Schedule”) that specifically includes the timeline set out in the digital copy which is incorporated herein by reference for all purposes.

2.1.1.6.3.2.1. CM@R shall obtain A/E’s

concurrence with the portion of the initial Work Progress CPM Schedule relating to the delivery of A/E’s services.

2.1.1.6.3.2.2. The initial Work Progress CPM

Schedule shall coordinate and integrate CM@R’s services, A/E’s services, and all other TDCJ contractors’ services, TDCJ’s responsibilities, and identify items that could affect the Project’s timely completion.

2.1.1.6.3.2.3. Upon execution of each GMP

Acceptance, a copy of a Work Progress CPM Schedule, as approved and accepted by TDCJ, shall be incorporated herein and substituted for the original initial Work Progress CPM Schedule, and a digital copy of which shall be incorporated herein by reference for all purposes.

2.1.1.6.3.2.4. All updated Work Progress CPM

Schedules shall include: (i) the components of the Work; (ii) times of commencement and completion required of each Subcontractor; (iii) ordering and delivery of products, including those that must be ordered well in advance of construction; (iv) a clear delineation of the critical path; and (v) the substantial completion requirements of TDCJ.

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2.1.1.6.4. CM@R shall meet with TDCJ and A/E to review the GMP Proposal. In the event that TDCJ or A/E discovers any inconsistencies or inaccuracies in the information presented, they shall promptly notify CM@R, who shall make appropriate adjustments to the GMP Proposal, its basis, or both.

2.1.1.6.5. TDCJ shall review the bids and CM@R’s recommendations, and with advice of CM@R and A/E, TDCJ shall identify exceptions that may result in changes to bid selections and overall GMP. CM@R shall not be required to contract with anyone to whom CM@R has a reasonable objection.

2.1.1.6.6. If TDCJ notifies CM@R that TDCJ has accepted the GMP

Proposal in writing before the deadline specified in the GMP Proposal, the GMP Proposal shall be deemed effective without further action by CM@R. Following acceptance of the GMP Proposal, TDCJ and CM@R shall immediately execute a GMP Acceptance Template in substantially the same form as the digital copy of which is incorporated herein by reference for all purposes as “Exhibit B.” In the event CM@R fails to timely: (i) execute and deliver the GMP Proposal to TDCJ, or

(ii) deliver the required payment and performance bonds, or the Proof of Satisfaction of Insurance Requirements, as defined in Article XI below, TDCJ shall be entitled, upon the failure of CM@R to cure following ten (10) days written notice, and without further action or notice, to collect on the Bid Bond.

2.1.1.6.7. The GMP Acceptance shall include a provision establishing the number of calendar days from the NTP with construction at which time the Project will be Substantially Complete.

2.1.1.6.8. CM@R shall not incur any costs to be reimbursed as part of the Cost of Work prior to the commencement of the Construction Phase of the Project to be established by a Notice to Proceed with Construction, unless TDCJ provides prior written authorization for such costs.

2.1.1.6.9. TDCJ shall authorize A/E to provide the revisions to the

Drawings and Specifications to incorporate the agreed upon C&A contained in the GMP Acceptance. TDCJ shall promptly furnish those revised Drawings and Specifications to CM@R as they are revised. CM@R shall notify TDCJ and A/E of any inconsistencies between the GMP Acceptance and the revised Drawings and Specifications.

2.1.1.6.10. At such time that the GMP Acceptance has been executed through a Change Order and CM@R has submitted the required bonds in accordance with contract requirements, and TDCJ has accepted the proof of insurance as required by of this Contract, TDCJ shall release the Bid Bond to CM@R. In

Project No. 10522004 PAGE 17 OF 64 the event that the GMP Acceptance applies only to a phase or portion of the Project, the Bid Bond shall not be returned to CM@R until all of the foregoing requirements are met as to the remaining phase of the Project.

2.1.1.6.11. In the event TDCJ elects to complete the Project in phases, the foregoing provisions shall apply to each phase for which a GMP is requested.

2.1.1.6.12. If the GMP has been accepted and TDCJ requires that another bid or proposal from a trade contractor or subcontractor be accepted, TDCJ shall compensate CM@R by a change in price, time, or guaranteed maximum cost for any additional cost and risk that CM@R may incur because of TDCJ’s requirement that another bid or proposal be accepted.

This provision shall not apply in the event TDCJ objects to, or otherwise requires the removal or substitution of, any trade contractor or subcontractor pursuant to the terms of this Contract, including, but not limited to, Section 6.2.7.1 below.

2.1.1.6.13. At or prior to the execution of the GMP Acceptance, CM@R shall deliver to TDCJ for review and approval and to A/E for review, certain items identified herein, including but not limited to, the following: (i) all proof of insurance as required by this Contract; (ii) a safety plan as specified in; (iii) a designated qualified and experienced representative at the Site whose duties and responsibilities shall be, at a minimum, the prevention of accidents and the maintenance and supervision of said safety plan.

2.1.2. Construction Phase. Upon receipt of a NTP, CM@R shall proceed with the

Construction Phase of the Project and timely deliver to TDCJ the Construction Management Services for the Project as follows.

2.1.2.1. Prior to commencement of any Work at the Site, CM@R shall attend a pre-construction conference between TDCJ, A/E, and any other representatives as deemed appropriate by TDCJ, at such time and location as may be designated by TDCJ. The Communication Protocol, initial Work Progress CPM Schedule, procedures for handling Shop Drawings, as defined in the Contract, and other submittals, processing Applications for Payment, maintaining required records, designation of Project Managers, and any other subject as may be determined by TDCJ to be appropriate, shall be the subject of said meeting.

2.1.2.2. CM@R shall prepare, for A/E’s review and TDCJ’s review and acceptance, a procurement schedule for items that must be ordered in advance of commencement of construction.

2.1.2.2.1. CM@R shall timely expedite and coordinate the ordering and delivery of products and materials that must be ordered in advance of construction.

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2.1.2.2.2. Immediately upon the establishment of the GMP, CM@R shall assume full responsibility for all materials and equipment assigned to CM@R by TDCJ for Project-related items purchased by TDCJ.

2.1.2.3. CM@R shall direct all Requests for Information (hereinafter referred to as “RFI”), to A/E.

2.1.2.4. CM@R shall adhere to the Work Progress CPM Schedule established in accordance with of this Contract, as it may be amended from time to time.

2.1.2.4.1. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise may be stated in the Contract Documents, all Work at the Site shall be performed Monday through Friday, from 8:00 a.m. until 5:00 p.m.

2.1.2.4.2. CM@R shall not permit the performance of Work on any other day or time without TDCJ’s prior written consent, which consent shall not be unreasonably withheld.

2.1.2.5. All requests for clarification of information provided in the Contract

Documents or for direction concerning information necessary in order to perform the Work must be directed to A/E through an RFI.

2.1.2.6. On a monthly basis, or as otherwise agreed in writing by TDCJ, CM@R shall submit written progress reports to TDCJ and A/E, reporting CM@R’s assessment of percentages of completion and other information required by TDCJ.

2.1.2.7. Unless and until instructed otherwise in writing by TDCJ, CM@R shall also prepare a daily log (hereinafter referred to as “Daily Log”) containing:

(i) a record for each day’s weather; (ii) a statement of which days since the previous monthly report are claimed by CM@R to be subject to Force Majeure, as defined in Section 12.11 of this Contract, portions of the Work in progress; (iii) number of workers on the Site; (iv) identification of all equipment on the Site; (v) problems that might affect progress of the work; and (vi) all accidents, injuries, and any other information that may be requested by TDCJ from time-to-time, document and maintain said Daily Log as directed by TDCJ, by the end of each next business day. In the event CM@R fails to timely and properly identify and document any Force Majeure days, CM@R shall be deemed, without further notice, to have automatically waived any claims of Force Majeure as to those days.

2.1.2.8. During the progress of the Work, CM@R shall keep the Site and all adjacent areas free from accumulations of waste materials, rubbish, and other debris (hereinafter referred to collectively as “Trash”). The removal and disposal of Trash must conform to applicable Laws and Regulations.

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2.1.2.9. CM@R shall plan for and develop the schedule to accommodate necessary inspections and testing of electrical systems. CM@R is strictly prohibited from energizing or otherwise activating any electrical systems or equipment at the Site without a minimum of twenty-four (24) hour advance notice to TDCJ. Any provisions in the Contract Documents to the contrary notwithstanding, TDCJ reserves the right to deny and/or revoke CM@R’s authority to energize or otherwise activate any electrical systems or equipment at the Site. CM@R will not be entitled to receive additional compensation for any such denial or revocation.

2.1.2.10. Prior to Substantial Completion of the Work, CM@R shall clean the Site and the Work and make it ready for utilization by TDCJ. At the Substantial Completion of the Work, CM@R shall store and secure all tools, appliances, construction equipment and machinery, and surplus materials necessary to allow for beneficial occupancy by the Using Agency, and shall restore all property not designated for alteration by the Contract Documents to original condition.

2.1.2.11. CM@R shall confine all construction operations within the limits of construction indicated on the Drawings or otherwise agreed to in writing by TDCJ, and use due care in placing construction tools, equipment, materials, and supplies so as to cause the least possible damage to property and interference with traffic. If additional easements for its operations are needed, CM@R is solely responsible for acquisition and maintenance of the easement.

2.1.2.12. All materials and equipment shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable supplier, except as otherwise may be provided in the Contract Documents.

2.1.2.13. In order for an Application for Final Payment to be considered complete and subject to review and approval, CM@R must submit to TDCJ a Final Payment Punchlist in such form as prescribed by TDCJ, jointly executed by CM@R, TDCJ and A/E. No approval of an Application for Final Payment is valid and enforceable unless and until the foregoing requirement is fully satisfied.

2.1.2.14. CM@R must achieve Substantial Completion within the period of time specified in the GMP Proposal, as accepted by TDCJ, and which shall be stated in the NTP. In the event the Project is to be constructed in phases, each phase must be constructed within the period of time specified in the respective proposals, and which shall be stated in the respective NTP.

2.1.2.14.1. At such time that CM@R considers the entire Work or a portion thereof Substantially Complete, CM@R must notify TDCJ and A/E in writing that said Work will be ready for a Substantial Completion Inspection on a specific date.

2.1.2.14.1.1. CM@R shall include with the foregoing

notice a Punchlist that sets out, among other

Project No. 10522004 PAGE 20 OF 64 things that may be requested by TDCJ and/or A/E, the following: (i) a list of those portions of the Work that are to be the subject of the Substantial Completion Inspection; and (ii) the Open Items List, which must include the date for scheduled completion and/or correction for each item of Work contained therein.

2.1.2.14.1.2. The delivery of the foregoing notice by

CM@R shall constitute CM@R’s certification that it has, in fact, inspected each and every portion of the Work that is to be the subject of the Substantial Completion Inspection and that they are completed in conformity with the Contract

2.1.2.14.2. No later than ten (10) days prior to the date of the Substantial

Completion Inspection, CM@R must deliver to A/E a copy of CM@R’s marked-up Record Documents, and a preliminary copy of each instructional manual, maintenance and operating manual, parts catalog, wiring diagrams, spare parts, specified written warranties, and like publications or parts for all installed equipment, systems, and like items as described in the Contract Documents for the Work that is the subject of the Substantial Completion Inspection.

2.1.2.14.3. No later than the Substantial Completion Inspection Deadline, A/E shall conduct a Substantial Completion Inspection while accompanied by the TDCJ Project Manager to determine whether said portion of the Work has achieved Substantial Completion.

2.1.2.14.3.1. In the event A/E determines that the Work or

any portion thereof, has not been performed or completed in accordance with the Contract Documents, and no later than the Pre-Final Inspection Punchlist Deadline, A/E shall prepare and deliver to CM@R a Pre-Final Inspection Punchlist with a copy to TDCJ.

2.1.2.14.3.2. In the event the CM@R fails to timely correct

and or complete items identified during the Substantial Completion Inspection, and such failure results in avoidable costs, fees, or damages incurred by TDCJ, the CM@R shall be liable to TDCJ for such costs. This includes, but is not limited to, direct damages and any consequential damages not otherwise waived under Section 9.12 of the Uniform General Conditions. Nothing in this clause shall be

Project No. 10522004 PAGE 21 OF 64 construed to waive TDCJ’s right to assess liquidated damages where applicable.

2.1.2.15. No later than the Final Inspection Deadline, and prior to requesting a Final

Inspection, CM@R must complete and/or correct all Work specified in the Pre-Final Inspection Punchlist.

2.1.2.15.1. Issuance of a Certificate of Substantial Completion is a condition precedent to CM@R’s right to issue notice that the Work will be ready for Final Inspection.

2.1.2.15.2. By requesting a Final Inspection, CM@R thereby certifies that it has, in fact, inspected each and every portion of the Work that is set out in the Pre-Final Inspection Punchlist, and that they are completed in conformity with the Contract

2.1.2.15.3. No later than the Final Inspection Deadline, A/E shall conduct a Final Inspection, while accompanied by the TDCJ Project Manager, to determine whether all of the items set out in the Pre-Final Inspection Punchlist have been fully completed in accordance with the Contract Documents.

2.1.2.15.4. In the event A/E determines that any of the Pre-Final

Inspection Punchlist items have not been…