AIA

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

AIA Document A133™ – 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The

“American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:55:10 ET on 05/25/2021 under Order No.8565394329 which expires on

11/18/2021, 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: (928668266) v.02102023

ADDITIONS AND DELETIONS:

The author of this document has added information needed for its completion.

The author may also have revised the text of the original AIA standard form.

An Additions and Deletions

Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed.

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.

ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document.

AGREEMENT made as of the « » day of « » in the year «202_»

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

BETWEEN the Owner:

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

TARRANT COUNTY HOSPITAL DISTRICT D/B/A JPS HEALTH NETWORK

1500 South Main Street

Fort Worth, Texas 76104 and the Construction Manager:

for the following Project:

(Name, location, and detailed description)

« PEC PH.2 CFA ALLEN AVE. PUBLIC WATER LINE »

«Public street directly south of the PEC building located at 1652 May St, 76104 »

« Allen Ave. from May St. to Jennings Ave. »

The Architect:

«Teague Nall and Perkins. Inc. »

«5237 N Riverside Drive, Suite 100 »

«Fort Worth, TX 76137 »

«Attn: Scott Gibson, P.E. »

The Project Manager:

(Name, legal status, address and other information)

« Susan O’Donnell, Sr. Manager, Construction Projects »

«817-702-4934 »

« sodonnell@jpshealth.org »

The Owner and Construction Manager agree as follows.

AIA Document A133™ – 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The

“American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:55:10 ET on 05/25/2021 under Order No.8565394329 which expires on

11/18/2021, 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.

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 FINAL 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.)

«The Project generally consists of [_water line installation on Allen Ave, between S Jennings Ave and May St__]as described in more detail in Section 1.1.2 below. »

§ 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.)

« Procure and install a new 8” water line alongside Allen Ave., connecting to the existing 8” water line in May Street and the 18” water main in Jennings Avenue. The scope will also include the Fire and Domestic water services. The irrigation water service is not included in the scope. »

§ 1.1.3 The Owner’s Estimated Construction Cost upon which the Initial Guaranteed Maximum Price is based:

AIA Document A133™ – 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The

“American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:55:10 ET on 05/25/2021 under Order No.8565394329 which expires on

11/18/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms

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

§ 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:

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

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

§ 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.)

§ 1.1.6.1 [Intentionally Deleted].

§ 1.1.7 Other Project information:

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

§ 1.1.8 The Owner identifies the following representative(s)in accordance with Section 4.2:

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

Brian Geier

Vice President, Facilities Management

1500 South Main Street

Fort Worth, Texas 76104

Telephone: 817-702-9573

Email: bgeier@jpshealth.org with a copy to:

Daphne Walker

Executive Vice President, Chief Legal Officer

1500 South Main Street

Fort Worth, Texas 76104

Telephone: 817-702-9988

Email: DWalker10@jpshealth.org mailto:bgeier@jpshealth.org mailto:DWalker10@jpshealth.org

AIA Document A133™ – 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The

“American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:55:10 ET on 05/25/2021 under Order No.8565394329 which expires on

11/18/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms

§ 1.1.9 The persons or entities, in addition to the Owner’s representative, who are required to review the Construction

Manager’s submittals to the Owner are as follows:

(List name, address and other contact information.)

«The Project Manager, who is identified on page one of this Agreement. The Project Manager shall be copied on all communications from the Construction Manager to the Owner.»

§ 1.1.10 In addition to the Architect identified on the first page of this Agreement, the Owner shall retain 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.)

§ 1.1.11 The Architect’s representative:

«Teague Nall and Perkins. Inc. »

«5237 N Riverside Drive, Suite 100 »

«Fort Worth, TX 76137 »

«Attn: Scott Gibson, P.E. »

Telephone: «817.665.7158 »

Email: «sgibson@tnpinc.com »

§ 1.1.12 The Construction Manager identifies the following representative in accordance with Article 3:

Telephone: « »

Email: « »

Construction Manager’s representative shall be the primary point of contact during all phases of the Work of the

Project. Construction Manager shall not furnish a representative over whom Owner has made reasonable and timely objection. Within five (5) Days of Owner’s reasonable written request, Construction Manager shall replace any representative over whom Owner has made a reasonable objection.

AIA Document A133™ – 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The

“American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:55:10 ET on 05/25/2021 under Order No.8565394329 which expires on

11/18/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms

§ 1.1.13 The Owner’s requirements for the Construction Manager’s staffing plan for Preconstruction Services, as required under Section 3.1.4:

(List any Owner-specific requirements to be included in the staffing plan.)

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

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

«In addition to other requirements set forth herein, Construction Manager shall comply with the requirements of Tex.

Govt. Code § 2269.255 - § 2269.257 when procuring Subcontractors for performance of the Work.»

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

§ 1.2 The Owner and Construction Manager may rely on the Initial Information. Both parties, however, recognize that such information may materially change. The Owner shall adjust the Owner’s budget for the Final Guaranteed

Maximum Price and the Owner’s anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information.

§ 1.3 Neither the Owner’s nor the Construction Manager’s representative shall be changed without ten (10) Days’ prior written notice to the other party.

ARTICLE 2 GENERAL PROVISIONS

§ 2.1 The Contract Documents The Contract Documents consist of this Agreement and its attached Exhibits, the General Conditions of the Contract

AIA Document A201-2017 (hereinafter, including all modifications to said document for this Project, the “A201-

2017”), Supplementary and other Conditions, Owner-Provided Information and documents described in Exhibit D attached hereto, 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 Final Guaranteed Maximum Price Proposal, the Contract Documents will also include the documents described in Section 3.2.2 and identified in the Final Guaranteed Maximum Price Amendment (Exhibit A).

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.

§ 2.1.1 If, and to the extent of, any inconsistency, ambiguity, or discrepancy in the Contract Documents and/or items that can be reasonably inferred by the Contract Documents, precedence shall be given to the Contract Documents in the following order of priority: (1) written Modifications issued after execution of this Agreement, with the Modification bearing the latest date taking precedence; (2) the Final Guaranteed Maximum Price Amendment and its Exhibits, except that any Construction Manager's Clarifications and Assumptions exhibit contained in the Final Guaranteed Maximum

Price Amendment shall be given the priority reflected herein; (3) this Agreement; (4) the A201- 2017; (5) Construction

Manager's Clarifications and Assumptions, if any, attached to the Final Guaranteed Maximum Price Amendment; and

(6) the Drawings and Specifications identified in and incorporated into the Contract Documents, with those addenda and revisions bearing the latest date taking precedence. Without limiting the foregoing, the terms of the Agreement and the

A201-2017 shall control over any terms in the Drawings or Specifications inconsistent therewith shall clearly and precisely describe the specification provision, if any, the qualification or clarification seeks to qualify or clarify.

§ 2.1.2 Definitions. Definitions are set forth in the A201–2017 and are incorporated herein by reference.

§ 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 other members of the Project Team. Construction Manager shall exercise its best skill and judgment in furthering the interests of the Owner to furnish efficient construction

AIA Document A133™ – 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The

“American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:55:10 ET on 05/25/2021 under Order No.8565394329 which expires on

11/18/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms administration, management services, and supervision. Construction Manager shall at all times furnish an adequate supply of workers and materials during both the Preconstruction and Construction Phases of the Work. Construction

Manager shall perform the Work, including all Preconstruction and Construction Services, in accordance with the

Contract Documents and in an expeditious and economical manner consistent with the Owner’s interests, Applicable

Laws, rules, regulations, and lawful orders of Authorities Having Jurisdiction. 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. Construction Manager shall immediately give written notice to Owner upon its determination that any of the information referenced in the preceding sentence is not being timely provided by Owner, with such notice detailing what information is not being timely provided. Nothing in this Section 2.2 shall be interpreted as creating a fiduciary duty between the parties.

§ 2.2.1 Construction Manager shall provide all services to the Project in a coordinated, careful and harmonious fashion.

Construction Manager shall communicate promptly to Owner any and all concerns that Construction Manager may have with regard to the Work, or services of others on the Project, including, without limitation, any defects or potential defects in planning, design, or construction of the Work, and shall cooperate with Owner and other professionals and experts if errors or omissions are discovered in the Contract Documents. If upon review of any plans, Drawings, Specifications or other design documents the Construction Manager discovers a defect, inaccuracy, inadequacy or insufficiency in said documents, the Construction Manager shall promptly report to the Owner, in writing, the existence of any defect discovered, or that reasonably should have been discovered, by the Construction Manager using ordinary diligence, before, during, and after construction and in conformance with Texas law.

§ 2.3. General Conditions.

§ 2.3.1 For both the Preconstruction and Construction Phases, the General Conditions of the Contract are set forth in the

A201–2017, as modified for this Project, which document is incorporated herein by reference. The term “Contractor” as used in A201–2017 shall mean the Construction Manager.

§ 2.3.2 [Intentionally Deleted].

§ 2.4 Construction Manager’s Insurance and Bonds. The Construction Manager shall purchase and maintain insurance coverages and provide bonds as set forth in Exhibit B. Construction Manager will comply, at all times, with all insurance and bonding requirements of Owner. To the fullest extent permitted by law, the Construction Manager shall cause Owner and Indemnitees (as provided in Section 3.18 of the A201-2017) be listed as Additional Insureds on all policies as required in Exhibit B. In the event of any failure by Construction Manager to comply with the provisions of

Exhibit B, Owner may, at its option, with notice to Construction Manager, suspend or terminate this Agreement for cause. Alternatively, Owner may purchase such insurance at Construction Manager’s expense.

ARTICLE 3 CONSTRUCTION MANAGER’S RESPONSIBILITIES

The Construction Manager’s responsibilities are described throughout the Contract Documents. Preconstruction Phase responsibilities are further detailed in Sections 3.1 and 3.2 and in the A201-2017. The Construction Manager’s

Construction Phase responsibilities are further detailed in Section 3.4, in the Final Guaranteed Maximum Price

Amendment, and in the A201-2017. 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. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project.

§ 3.1 Preconstruction Services § 3.1.1 Notice to Proceed. The Preconstruction Services Phase shall be deemed to commence upon the date specified in a Notice to Proceed with Preconstruction Services and shall continue through completion of the Construction

Documents and procurement of all major Subcontractor agreements. Construction Manager is not entitled to reimbursement for any costs incurred for Preconstruction Services performed before issuance of the Notice to Proceed by Owner. The listing of Preconstruction Services below should not be construed as a limitation on such services should

Construction Manager determine additional services are necessary to fully plan, implement, and timely complete the

Work within the Contract Time and Contract Sum. Any such services must be approved by Owner in writing prior to the Services being provided. Preconstruction Services include, but are not limited to, the following:

§ 3.1.2 General. Construction Manager shall visit the proposed Site and inspect the existing facilities, systems and conditions to ensure an accurate understanding of the existing conditions as required. The Construction Manager shall

AIA Document A133™ – 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The

“American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:55:10 ET on 05/25/2021 under Order No.8565394329 which expires on

11/18/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms participate in Project Team meetings at scheduled intervals during the Preconstruction Phase and shall advise the Owner on proposed Site use and improvements, selection and availability of labor, materials, building systems and equipment.

The Construction Manager shall also provide the Owner with recommendations (consistent with the Owner’s Budget and Program) on constructability, availability of materials and labor, time requirements for procurement, installation and construction, use of temporary facilities, and factors related to Cost of the Work, including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions; identification and resolution of conflicts in the proposed Drawings and Specifications as they evolve; methods of delivery and handling of materials, systems, and equipment; traffic, parking and materials and equipment storage in and around the Site; safety issues and available precautions related to the Work; scheduling issues including phased construction and potential fast track scheduling; and any other matters necessary to accomplish the Project in accordance with the Project Schedule. At the Owner’s request, the Construction Manager shall attend public meetings concerning the development, design, scheduling, and Work of the Project.

§ 3.1.3 Communication and Reporting. Construction Manager will establish procedures for effective communication and coordination among the Project Team throughout the Preconstruction phase of the Project and shall implement and continuously modify such procedures as necessary. To the extent of an apparent conflict in the sequencing of the Work or services with another service provider, Construction Manager shall report the concern to the Project Manager.

§ 3.1.3.1 Meetings. Construction Manager shall actively participate in all meetings and/or teleconferences to bring the full measure of Construction Manager's collective experience, expertise and recommendations to the Project as it pertains to the overall Project or to a specific discipline including, but not limited to, all explanatory presentations with other Project Team members as may be requested by Owner, and matters concerning the proposed Site use and improvements, selection of materials, and building systems and equipment. Construction Manager shall be responsible for preparing and distributing (on the business day preceding the meeting) to Owner and Project Manager, a written agenda for all meetings, in a form and with such content as reasonably required by Owner. Construction Manager shall attend regularly scheduled and any interim Project progress meetings and fully advise the Owner and Project Team of the Project status including progress, schedule, costs, quality, and proposed changes. Construction Manager shall be responsible for preparing and distributing (on the business day following the meeting) to Owner, Project Manager, and

Architect meeting minutes for the meeting, in a form and with such content as reasonably required by Owner, which includes a status report of all pending action items during the performance of the Preconstruction Services.

§ 3.1.4 Staffing and Personnel. Within ten (10) Days of execution of this Agreement, Construction Manager shall provide to Owner a list of necessary personnel to assist in performing Preconstruction Services on the Project. Personnel to be utilized during the Construction Phase shall be included in Attachment 8 to the Final Guaranteed Maximum Price

Amendment. Construction Manager represents and warrants to Owner that it and its employees, and its Subcontractors are experienced in providing the Preconstruction Services required under this Agreement. Construction Manager understands the complexity involved in this type Project and the necessity of coordinating its services and its Work with the Owner, Architect, Project Manager, and Authorities Having Jurisdiction.

§ 3.1.5 BIM. The Construction Manager shall assist the Owner and Architect in establishing building information modeling and digital data protocols for the Project and shall assist the Project Team to establish the protocols for the development, use, transmission, and exchange of digital data.

§ 3.1.6 Coordination of Design and Construction Documents. Construction Manager shall review all Drawings, Specifications, and other Construction Documents as they are developed by the Architect. Construction Manager shall consult with Owner, Architect, and Project Manager on the selection of materials, equipment, component systems, and types of construction used on the Project. Construction Manager will advise Owner on Site use, construction feasibility, availability of labor and materials, procurement time requirements, and construction coordination. Construction

Manager shall advise Owner of any error, inconsistency or omission discovered in the Drawings, Specifications, and other Construction Documents. Construction Manager shall advise Owner on reasonable adjustments in the Project scope, quality or other options for keeping the Project cost within the Owner’s budget.

§ 3.1.7 Budget and Cost Consultation. 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, Construction Manager, or Project Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems. The

AIA Document A133™ – 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The

“American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:55:10 ET on 05/25/2021 under Order No.8565394329 which expires on

11/18/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms

Construction Manager shall provide estimates of construction costs to Owner in cost reports within ten (10) Days of receipt of the updated information. The cost reports shall be detailed estimates derived from cost quantity surveys and based on prices for labor, materials, equipment, supplies, overhead and profit and organized as required by Owner. The

Construction Manager shall provide continuous cost consultation services throughout the duration of the Project, including identification and tracking of decisions that affect the scope or quality of the Project and providing ongoing updates of their cost and budget impact. Construction Manager shall promptly identify all variances between estimated costs and actual costs during the Construction Phase, and shall promptly report such variances to the Project Team along with recommendations for action, but in any event no more than three (3) business days after acquiring such information.

§ 3.1.8 Constructability. Construction Manager shall implement and conduct a constructability program to identify and document Project costs and schedule savings opportunities. The Construction Manager shall prepare a “Constructability

Report” that identifies items that, in the Construction Manager’s opinion, may negatively impact construction of the

Project. The Constructability Report shall address the overall coordination of Project Drawings, Specifications, and details and identify discrepancies that may generate Change Orders or Claims once Project construction commences.

The Constructability Report shall be updated at least monthly during the Preconstruction Services Phase.

§ 3.1.9 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 and opportunities.

§ 3.1.10 Construction Planning/Procurement Schedule. Construction Manager shall identify equipment or material requiring extended delivery times and advise Owner on expedited procurement of those items and will advise the Owner on the preparation of performance specifications and requests for technical proposals for the procurement and installation of systems and components and for the procurement of long lead items. 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. Construction Manager shall make recommendations to the

Project Team regarding organization of the Construction Documents to facilitate the bidding and awarding of construction contracts in a manner that promotes the interests of the Project and the Owner. The recommendations shall take into consideration such factors as time of performance, type and scope of work, availability of labor and materials, overlapping trade jurisdictions, provisions for temporary facilities, comparisons of factory and on-Site production costs, shipping costs, code restrictions, the Owner’s goals for S/W/MBE/HUB Subcontractor participation, and other related matters. Construction Manager shall advise Owner of any tests to be performed, and assist Owner in selecting testing laboratories and consultants, without assuming direct responsibility for the work of such laboratories and consultants (if applicable).

§ 3.1.10.1 Construction Manager shall review the Construction Documents with the Project Team to eliminate areas of conflict and overlap in the Work to be performed by the various Subcontractors or Owner’s Separate Contractors.

Construction Manager shall develop bidder’s interest in the Project and will develop and refine a bid/proposal strategy that addresses the entire scope of the Work for each phase and stage of the Project for approval by Owner and Project

Manager. Construction Manager shall provide an analysis of the types and quantities of labor required for the Project, review the appropriate categories of labor required for critical phases or stages, and make recommendations that minimize adverse effects of labor shortages. Construction Manager shall refine, implement and monitor required

S/W/MBE/HUB contracting plans to promote equal employment opportunity in the provision of goods and services to the Project. Construction Manager shall provide an analysis of the types and quantities of materials required for the

Project, review and monitor the cost of such materials on an on-going basis, and make recommendations to minimize the adverse effects of material shortages and price volatility of materials. Construction Manager shall consult with and make recommendations to Owner with respect to the acquisition and delivery schedules for fixtures and equipment and include such activities on the Project Schedule.

§ 3.1.10.2 Construction Manager will provide on-going value analysis studies on construction systems and major construction components, including but not limited to the mechanical systems, exterior envelope, structural systems, roofing systems, lighting and power service. The value analysis will be summarized in report format and distributed to the Owner and Project Manager.

AIA Document A133™ – 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The

“American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:55:10 ET on 05/25/2021 under Order No.8565394329 which expires on

11/18/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms

§ 3.1.10.3 Construction Manager, with the assistance of the Owner, shall prepare and file all documents required to secure approval and receive permits of all Authorities Having Jurisdiction in a manner so as not to delay the Project

Schedule. All requests for reimbursement for any direct costs associated with submitting documents to such Authorities

Having Jurisdiction and for permit fees shall be included as Reimbursable Expenses and paid pursuant to Section 5.1.4 of this Agreement.

§ 3.1.11 Safety. Construction Manager shall plan, initiate, maintain, and supervise all safety precautions and programs in connection with the Work of the Project including during Preconstruction Services. Construction Manager shall develop a safety program for the performance of Work during the construction stage which shall be provided to Owner and Project Manager for approval. Construction Manager’s safety program shall address activities of all Contractors and

Consultants, shall consider any Applicable Laws and Owner Requirements set forth in Exhibit C.

§ 3.1.12 Quality Control/Quality Assurance. Construction Manager shall develop and implement a Quality Control Plan to govern all testing, inspection, and review of its Work and the Work of its Subcontractors during the Construction Phase to ensure it complies with Applicable Laws, standards and requirements of Owner and Project Manager, and any insurance requirements. The Construction Manager’s Quality Control Plan shall be attached to Final Guaranteed

Maximum Price Amendment as Attachment 12. At a minimum, Construction Manager’s Quality Control Plan shall include identification of the Quality Control supervisor, the details of the proposed Quality Control Plan and implementation of same; production and implementation of Quality Control reports; confirmation that any Quality

Control Plan complies with Applicable Law and requirements set forth in any insurance requirements. Construction

Manager’s Quality Control Plan shall contain a methodology for incorporation of the Quality Control Plan into all subcontracts and appropriate oversight to deliver the Project such that it complies with the Contract Documents in all respects. Construction Manager shall provide Owner and Project Manager Quality Control reports for their review and approval. During the Construction Phase, Owner shall perform Quality Assurance testing.

§ 3.1.13 Scheduling.

§ 3.1.13.1 Within ten (10) Days of execution of this Agreement, Construction Manager shall prepare and submit for

Owner’s information a Preliminary Project Schedule for the Work. Similarly, for each Work Package Authorization issued, a preliminary schedule for the Work to be accomplished under that Work Package Authorization shall be prepared and submitted to the Owner with the proposal for the Work Package Authorization. The Preliminary Project

Schedule will include various dates critical to the progress of the Project, including design milestones applicable to the performance of Preconstruction Services set forth in this Section 3.1, deliverables to the Owner, submission of the Final

Guaranteed Maximum Price Proposal, mobilization, procurement, installation, testing, commissioning, inspection, the

Required Date of Substantial Completion, the Final Completion date, any interim milestone dates, delivery of Close-out

Documents, acceptance of all Work required under this Agreement, and any other details required for tracking the progress of the Work. The Preliminary Project Schedule shall be computerized Critical Path Method (CPM) with fully editable logic with adequate detail so the schedule is capable of measuring and forecasting the effect of delaying events on completed and uncompleted activities. The Preliminary Project Schedule should address the procurement of long-lead items, Submittal activities, as well as Preconstruction Services milestones and proposed field construction activities anticipated during the Construction Phase. The Preliminary Project Schedule shall not exceed time limits current under the Contract Documents, shall provide for expeditious and practicable execution of the Work, and shall include allowances for periods of time required for the Owner’s review and for approval of submissions by Authorities Having

Jurisdiction.

§ 3.1.13.2 Construction Manager shall update the Preliminary Project Schedule monthly, or otherwise as required, during the Preconstruction Services Phase to maintain the Project Schedule. Construction Manager and shall utilize the

Preliminary Project Schedule to prepare the Project Schedule and Submittal Schedule required for the Construction

Phase in compliance with Section 3.10 of the A201-2017 and which shall be Attachment 7 to the Final Guaranteed

Maximum Price Proposal and which shall, upon approval by Owner, become part of the Final Guaranteed Maximum

Price Amendment.

§ 3.2 Initial Guaranteed Maximum Price and Development of Final Guaranteed Maximum Price Proposal § 3.2.1 Initial Guaranteed Maximum Price. Based on the Initial Information provided within Article 1, 50% Design

Documents and Owner’s Estimated Construction Cost, an Initial Guaranteed Maximum Price Proposal will be provided by Construction Manager within 30 days of issuance of the 50% Design Documents. Through the performance of Preconstruction Services, Construction Manager will work with Owner, Architect, and other members of the Project Team to fully develop the Drawings and Specifications to enable the Construction Manager to prepare

AIA Document A133™ – 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The

“American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:55:10 ET on 05/25/2021 under Order No.8565394329 which expires on

11/18/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms and submit to the Owner a Final Guaranteed Maximum Price Proposal with all information required in Section 3.2.2 below. Construction Manager acknowledges and understands that, other than through an Owner-approved Change

Order, the amount of the Final Guaranteed Maximum Price in the Final Guaranteed Maximum Price

Amendment shall not exceed the Initial Guaranteed Maximum Price set forth in this Section 3.2.1.

§ 3.2.2 Final Guaranteed Maximum Price Proposal. Not later than __30__Days from the Owner’s written notice to proceed with the Final Guaranteed Maximum Price Proposal, the Construction Manager shall prepare and submit the

Final Guaranteed Maximum Price Proposal to the Owner. The Final Guaranteed Maximum Price Proposal shall include the following documentation, with sufficient background information to establish and support each portion of the

Proposal:

.1 A list of the Construction Documents, including Drawings, Specifications, and other information, including any deviations, upon which the Final Guaranteed Maximum Price Proposal is based;

.2 The proposed Schedule of Values/Final Guaranteed Maximum Price Breakdown that includes a written statement of estimated cost organized by trade categories, allowances, Contingency, the Construction

Manager’s Fee, General Conditions Costs, costs for insurance, and other items that comprise the Final

Guaranteed Maximum Price. Any proposed allowances, Contingency and all other costs shall be accompanied with a detailed description and justification of such allowance/Contingency and/or cost amount;

.3 A schedule of the Work consistent with the Owner’s requirements based on the Preliminary Project

Schedule provided pursuant to Section 3.1.13 above, and including anticipated dates of ordering and delivery of long-lead items, the proposed date the Construction Manager shall achieve the Required Date of Substantial Completion, along with any other critical Interim Milestone dates, and the date of Final

Completion;

.4 An enumeration of any assumptions, clarifications, and qualifications if applicable;

.5 A list of allowances and a statement of their bases;

.6 A list of the Construction Manager’s key personnel;

.7 A list of accepted alternates included in the Final Guaranteed Maximum Price;

.8 A list of unit prices included within the Final Guaranteed Maximum Price;

.9 A breakdown of Construction Manager’s General Conditions Costs based on allowable General

Conditions cost categories provided in Exhibit H including Construction Manager’s labor burden schedule;

.10 An enumeration of Construction Manager-owned equipment rental rates;

.11 A list of all Work Package Authorizations included in the Final Guaranteed Maximum Price;

.12 Construction Manager’s Final Quality Control Plan;

.13 The Construction Manager’s Final Safety Plan;

.14 The proposed Final Guaranteed Maximum Amendment in draft form with all necessary information completed; and

.15 Any additional information requested by Owner to enable it to properly evaluate the Final Guaranteed

Maximum Price Proposal.

§ 3.2.3 Contingency. In preparing the Construction Manager’s Final Guaranteed Maximum Price Proposal, the

Construction Manager shall include a contingency to cover those costs that are included in the Final Guaranteed

Maximum Price but not otherwise allocated to another line item or included in a Change Order. Contingency shall be used to fund (i) increases in the Cost of the Work incurred by the Construction Manager for unforeseen causes to which an allowance is not assigned; or (ii) items not capable of reasonable anticipation at the time the Final Guaranteed

Maximum Price Amendment is executed that are not the basis for a Change Order, and then only as follows: (a) the

Construction Manager provides the Owner with a written explanation of each requested draw upon the Contingency, along with back-up documentation reasonably requested by the Owner, with each Application for Payment in which such draw of Contingency is requested, (b) each Application for Payment contains a report aggregating the Construction

Manager's use of the Contingency, and (c) each draw on the Contingency is approved in advance by the Owner (such approval not to be unreasonably withheld). Any re-allocation of funds from the Contingency to cover increases in the

Cost of Work or any other claimed costs by the Construction Manager must be approved by Owner in advance and in writing, such approval not to be unreasonably withheld. The Construction Manager shall include the Contingency amount as a separate line item in the Schedule of Values, and upon the use of part of the Contingency, that part shall be allocated to the applicable line item of the Schedule of Values. In no event shall Contingency be used for any cost incurred that is not a Cost of the Work. Contingency is the Owner’s to expend and any unused portion of the

Contingency shall be returned to Owner.

AIA Document A133™ – 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The

“American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:55:10 ET on 05/25/2021 under Order No.8565394329 which expires on

11/18/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms

§ 3.2.4 The Construction Manager shall meet with the Owner and Architect to review the Final 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 Final

Guaranteed Maximum Price Proposal, its basis, or both.

§ 3.2.5 Acceptance of the Final Guaranteed Maximum Price Proposal. Owner shall have at least ninety (90) Days after receipt of the Final Guaranteed Maximum Price Proposal in which to accept or reject such proposal, unless extended by mutual agreement or in accordance with Section 3.2.6.2. Acceptance of the Final Guaranteed Maximum Price Proposal shall be by written amendment to this Agreement, duly executed by Owner and Construction Manager. The Final

Guaranteed Maximum Price Amendment shall include Attachments 1-12 supporting the various items of the Final

Guaranteed Maximum Price Proposal (as set forth in Section 3.2.2 above) plus any additional information reasonably required by Owner in support of the Final Guaranteed Maximum Price Amendment. Upon execution of the Final

Guaranteed Maximum Price Amendment, the Amendment and its Attachments shall become part of the Contract

Documents as Exhibit A.

§ 3.2.6 Rejection of the Final Guaranteed Maximum Price Proposal. If Owner, in its discretion, is unwilling or unable to approve the Final Guaranteed Maximum Price Proposal, Owner may, at its election, take one or more of the following actions:

.1 terminate this Agreement by providing the Construction Manager with notice of termination in accordance with Section 13.1 below. Promptly after such termination, upon receipt of final conditional lien waivers documents from the Construction Manager, its Subcontractors and others performing Work, and the receipt of all documents reasonably requested by Owner, Owner shall pay

Construction Manager for services performed and authorized in writing by Owner to the point of termination, as full payment for all Work and services performed by the Construction Manager, which shall be the exclusive and total amount due Construction Manager in connection with this Agreement and the termination thereof pursuant to this Section; or

.2 direct the Construction Manager to continue to participate in value engineering exercises so that the

Construction Manager can submit another Final Guaranteed Maximum Price Proposal at a reduced cost. Owner shall review the revised Final Guaranteed Maximum Price Proposal submitted and advise

Construction Manager of the acceptance or rejection of the revised Final Guaranteed Maximum Price

Proposal within thirty (30) Days of approval/rejection by the Owner’s governing body. If approved, Owner will notify the Construction Manager. If rejected, Owner shall have the right to proceed or to terminate this Agreement as set forth herein. If Owner does not accept or reject the revised Final

Guaranteed Maximum Price Proposal within the aforementioned period of time, Construction

Manager may notify the Owner of its intention to terminate this Agreement, or, if the parties agree, may to continue value engineering efforts for that period of time agreed to establish another revised

Final Guaranteed Maximum Price Proposal.

§ 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 Final Guaranteed Maximum Price Amendment, except as the Owner may specifically authorize in an executed Work Package Authorization or the Owner provides prior written authorization for such costs.

§ 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 Final 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 Final Guaranteed Maximum Price Amendment and the revised Contract Documents. To the extent that the Contract Documents are anticipated to require further development, the Final 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.

§ 3.2.9 The Construction Manager shall include in the Final Guaranteed Maximum Price all sales, consumer, use and similar taxes for the Work provided by the Construction Manager that are legally enacted, whether or not yet effective, AIA Document A133™ – 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The

“American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:55:10 ET on 05/25/2021 under Order No.8565394329 which expires on

11/18/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms at the time the Final Guaranteed Maximum Price Amendment is executed, except those taxes from which the Project or the Owner is otherwise exempt.

§ 3.3 Work Package Authorizations. Owner may identify various portions of the Work that may be ready for construction before it is appropriate to arrive at a Final Guaranteed Maximum Price for the entire Project (a “Work Package”). If the

Owner elects to proceed with any Work Packages before the parties arrive at a Final Guaranteed Maximum Price, the

Construction Manager shall develop a proposal for “Work Package Authorization” for each Work Package identified by the Owner as follows: The Construction Manager shall prepare a proposal for any particular portion of the Work identified by the Owner as a candidate for a Work Package by preparing a proposed Work Package Authorization.