Mason Consolidated CM A133-2019.pdf

DRAFT

D R

A F

T

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 b e used without permission. This draft was produced by AIA software at 21:12:27 ET on 07/19/2021 under Order No.3340124270 which expires on

09/17/2021, 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: (1481011266)

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 « »

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

BETWEEN the Owner:

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

Mason Consolidated Schools

2400 Mason Eagles Drive

Erie, MI 48133« » and the Construction Manager:

TBD

for the following Project:

(Name, location, and detailed description)

Mason Consolidated Schools 2025 Bond Program, in accordance with the application for preliminary qualification of bonds, all in accordance with the Owner-approved plans and specifications, all applicable laws, the Owner’s fixed budget, and as otherwise approved by the Owner.

The Architect:

TBD

The Owner and Construction Manager agree as follows.

R

A F

T

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 21:12:27 ET on 07/19/2021 under Order No.3340124270 which expires on

09/17/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms

TABLE OF ARTICLES

1 1 INITIAL INFORMATION

2 GENERAL PROVISIONS

3 CONSTRUCTION MANAGER’S RESPONSIBILITIES

4 OWNER’S RESPONSIBILITIES

5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES

6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES

7 COST OF THE WORK FOR CONSTRUCTION PHASE

8 DISCOUNTS, REBATES, AND REFUNDS

9 SUBCONTRACTS AND OTHER AGREEMENTS

10 ACCOUNTING RECORDS

11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES

12 DISPUTE RESOLUTION

13 TERMINATION OR SUSPENSION

14 MISCELLANEOUS PROVISIONS

15 SCOPE OF THE AGREEMENT

EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT

EXHIBIT B INSURANCE AND BONDS

ARTICLE 1 INITIAL INFORMATION

§ 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1.

(For each item in this section, insert the information or a statement such as "“not applicable"” or "“unknown at time of execution."”)

§ 1.1.1 The Owner’s program for the Project, as described in Section 4.1.1:

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

«To be determined by the Owner after advice and recommendations from the Architect and any other consultant, individual or entity deemed appropriate by the Owner, in accordance with the RFP. »

§ 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.)

«To be determined by the Owner after advice and recommendations from the Architect and any other consultant, individual or entity deemed appropriate by the Owner, in accordance with the relevant application for preliminary qualification of bonds and the RFP. »

§ 1.1.3 The Owner’s budget for the Guaranteed Maximum Price, as defined in Article 6:

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

A F

T

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 21:12:27 ET on 07/19/2021 under Order No.3340124270 which expires on

09/17/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms

«A fixed sum established by the Owner, in accordance with the relevant application for preliminary qualification of bonds, not to exceed $11,000,000.

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

.1 Design phase milestone dates, if any:

« To be determined, but in accordance with the RFP »

.2 Construction commencement date:

.3 Substantial Completion date or dates:dates, if not established in this Agreement under Section 3.3.1.3:

.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.)

«Not applicable. »

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

2019 is incorporated into this agreement, the Owner and Construction Manager shall incorporate the completed E234–

2019 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective.NOT USED

§ 1.1.7 Other Project information:

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

«To be determined by the Owner after advice and recommendations from the Architect and any other consultant, individual or entity deemed appropriate by the Owner, in accordance with the RFP. Specifications shall include the applicable schedule of prevailing rates and fringe benefits.»

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

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

« Kelli Tuller, 734-848-9304 »

« Mason Consolidated Schools

« 2400 Mason Eagles Drive»

« Erie, Michigan 48133»

« The Owner may change the representative and the representative’s authority in its sole discretion. The Owner will notify the Construction Manager of any such changes

Commented [MDB1]: Add additional representatives, as applicable.

A F

T

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 21:12:27 ET on 07/19/2021 under Order No.3340124270 which expires on

09/17/2021, 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.)

« As the Board of Education directs, the State of Michigan, the appropriate parties having jurisdiction, and any others required by law. »

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

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

.1 Geotechnical Engineer:

« To be determined, if any »« »

.2 Civil Engineer:

« To be determined, if any »« »

.3 Other, if any:

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

« To be determined if any »

§ 1.1.11 The Architect’s representative:

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

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

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

« To be determined »

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

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

mailto:mbelisle@thedesignforum.com

A F

T

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 21:12:27 ET on 07/19/2021 under Order No.3340124270 which expires on

09/17/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms

«N/A »

§ 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 and, in that event, the Owner and the Construction Manager shall appropriately may mutually agree in writing to adjust the Project schedule, the Construction Manager’s services, and the Construction

Manager’s compensation. The Owner shall adjust the Owner’s budget for the Guaranteed Maximum Price and the

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

Information.compensation, as applicable.

§ 1.3 Except as set forth in Section 1.1.8, nNeither the Owner’s nor the Construction Manager’s representative shall be changed without ten days’ prior notice to the other party.

ARTICLE 2 GENERAL PROVISIONS

§ 2.1 The Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other

Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, bid requirements, accepted portions of bid responses, other documents listed in this Agreement, and Modifications issued after execution of this

Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum Price proposal, the

Contract Documents will also include the documents described in Section 3.2.3 and identified in the Guaranteed

Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in

Section 3.2.8. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. An enumeration of the

Contract Documents, other than a Modification, appears in Article 15.

§ 2.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager’s skill and judgment in furthering the interests of the Owner to use its best efforts to furnish efficient construction administration, management services, and supervision; to furnish at all times an adequate supply of workers and materials; assist with Owner’s obligations under the Michigan Prevailing Wage Act, MCL 401.1101, et seq., and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The with, and for the benefit of, the Owner’s interests. Using reasonable efforts, the Owner agrees to furnish or approve, in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents.

§ 2.3 General Conditions § 2.3.1 For the Preconstruction Phase, AIA Document A201™–2017, General Conditions of the Contract for

Construction, shall apply as follows: as modified, shall apply including with respect to Section 1.5, Ownership and Use of Documents; Section 1.7, Digital Data Use and Transmission; Section 1.8, Building Information Model Use and

Reliance; Section 2.2.4, Confidential Information; Section 3.12.10, Professional Services; Section 10.3, Hazardous

Materials; Section 13.1, Governing Law. The term "Contractor" as used in A201–2017 shall mean the Construction

Manager.

§ 2.3.2 For the Construction Phase, the general conditions of the contract shall be as set forth in A201–2017, as modified by the Owner, which document is incorporated herein by reference. The term "Contractor" as used in A201–

2017 shall mean the Construction Manager. If anything is inconsistent between this Agreement and AIA Document

A201-2017, this Agreement shall govern. Otherwise, both shall govern.

ARTICLE 3 CONSTRUCTION MANAGER’S RESPONSIBILITIES

The Construction Manager shall perform the services described in this Agreement and other Contract Documents with competence and the highest standard of care, using the skill and diligence consistent with honesty, integrity, candor and the interests of the Owner (not the interests of the subcontractors) without conflict. The Construction Manager shall

A F

T

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 21:12:27 ET on 07/19/2021 under Order No.3340124270 which expires on

09/17/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms assign staff to the Project in accordance with their qualifications, competency, and commensurate with the services to be provided.

The Construction Manager’s Preconstruction Phase responsibilities are primarily set forth in Sections 3.1 and 3.2, and in the applicable provisions of A201-2017 referenced in Section 2.3.1. The Construction Manager’s Construction Phase responsibilities are primarily set forth in Section 3.3. The Owner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project.

All services of the Construction Manager, described in this Agreement or the other Contract Documents, shall be deemed Basic Services, unless and to the extent expressly identified as an Additional Service.

§ 3.1 Preconstruction Phase § 3.1.1 Extent of Responsibility The Construction Manager shall exercise reasonable care in performing its Preconstruction Services. The Owner and

Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of services and information furnished by the Construction Manager, except that the Architect shall exercise its professional judgment in relying upon such services and information. The Construction Manager, however, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The

Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the

Construction Manager shall promptly report to the Architect and Owner Owner, in writing, any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require.

§ 3.1.2 The Construction Manager shall provide a preliminary evaluation of the Owner’s program, schedule and construction budget requirements, each in terms of the other.

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

§ 3.1.3.2 The Construction Manager shall advise the Owner and Architect on proposed site use and improvements, selection of materials, building systems, and equipment. The Construction Manager shall also provide recommendations to the Owner and Architect, consistent with the Project requirements, on constructability; availability of materials and labor; time requirements for procurement, installation and construction; prefabrication; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions. The Construction Manager shall consult with the Architect regarding professional services to be provided by the Construction Manager during the Construction Phase.

§ 3.1.3.3 Upon the Owner’s request, tThe Construction Manager shall assist the Owner and Architect in establishing building information modeling and digital data protocols for the Project, using AIA Document E203™–2013, Building

Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data.

§ 3.1.4 Project Schedule When Project requirements in Section 4.1.1 have been sufficiently identified, the Construction Manager shall prepare and periodically update update monthly, or at such other intervals as the Owner and Construction Manager may agree in writing, a Project schedule for the Architect’s review and the Owner’s acceptance. The Construction Manager shall obtain the Architect’s approval for the portion of the Project schedule relating to the performance of the Architect’s services. The Project schedule shall coordinate and integrate the Construction Manager’s services, the Architect’s services, other Owner consultants’ services, and the Owner’s responsibilities; and identify items that affect the Project’s timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum

Price proposal; components of the Work; times of commencement and completion required of each Subcontractor;

ordering and delivery of products, including those that must be ordered in advance of construction; and the occupancy

A F

T

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 21:12:27 ET on 07/19/2021 under Order No.3340124270 which expires on

09/17/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms requirements of the Owner. If the preliminary Project schedule updates indicate that previously approved schedules may not be met, the Construction Manager shall make appropriate recommendations to the Owner and Architect.

§ 3.1.5 Phased Construction The Construction Manager, in consultation with the Architect, shall provide recommendations with regard to accelerated or fast-track scheduling, procurement, and sequencing for phased construction, acknowledging the limits imposed by Michigan law. The Construction Manager shall take into consideration cost reductions, cost information, constructability, provisions for temporary facilities, and procurement and construction scheduling issues.

§ 3.1.6 Cost Estimates § 3.1.6.1 Based on the preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare, for the Architect’s review and the Owner’s approval, preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume, or similar conceptual estimating techniques. If the Architect or

Construction Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems.

§ 3.1.6.2 As the Architect progresses with the preparation of the Schematic Design, Design Development and

Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to update progress reports in writing, monthly or at other intervals agreed to in writing by the Owner, Construction Manager and

Architect, an estimate which progress reports shall include estimates of the Cost of the Work with increasing detail and refinement. The Construction Manager shall include in the estimate those costs to and, if applicable, an analysis of cost estimate revisions. The progress reports and cost estimate information shall be of increasing detail and refinement and allow for the further development of the design, price escalation, and market conditions, until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. The estimate shall be provided for the

Architect’s review and the Owner’s approval. The As a Basic Service, the Construction Manager shall inform the

Owner and Architect in the event that the estimate of the Cost of the Work exceeds the latest approved Project budget, and make recommendations for corrective action.action to bring the Project back within the Owner’s fixed budget.

§ 3.1.6.3 If the Architect is providing cost estimating services as a Supplemental Service, and a discrepancy exists between the Construction Manager’s cost estimates and the Architect’s cost estimates, the Construction Manager and the Architect shall work together to reconcile the cost estimates.

§ 3.1.7 As the Architect progresses with the preparation of the Schematic Design, Design Development and

Construction Documents, the Construction Manager shall consult with the Owner and Architect and make recommendations regarding constructability and schedules, for the Architect’s review and the Owner’s approval.

§ 3.1.8 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding equipment, materials, services, and temporary Project facilities.

§ 3.1.9 The Construction Manager shall provide a staffing plan for Preconstruction Phase services for the Owner’s review and approval.

§ 3.1.10 If the Owner identified a Sustainable Objective in Article 1, the Construction Manager shall fulfill its

Preconstruction Phase responsibilities as required in AIA Document E234™–2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, attached to this Agreement.NOT USED

§ 3.1.11 Subcontractors and Suppliers § 3.1.11.1 If the Owner has provided requirements for subcontractor procurement in section 1.1.14, the Construction

Manager shall provide a subcontracting plan, addressing the Owner’s requirements, for the Owner’s review and approval.

§ 3.1.11.2 The Construction Manager shall develop bidders’ interest in the Project.Project and shall furnish to the Owner and the Architect for their information a list of possible subcontractors, including suppliers, from whom proposals will be requested for each portion of the Work. The receipt of that list shall not impose a duty on the Owner to investigate its qualifications of those proposed and shall not waive the right of the Owner or Architect to later object to or reject any proposed subcontractor or supplier.

A F

T

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 21:12:27 ET on 07/19/2021 under Order No.3340124270 which expires on

09/17/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms

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

Phase.

§ 3.1.12 Procurement The Construction Manager shall prepare, for the Architect’s review and the Owner’s acceptance, a procurement schedule for items that must be ordered in advance of construction. The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered in advance of construction. If the Owner agrees to procure any items prior to the establishment of the Guaranteed Maximum Price, the Owner shall procure the items on terms and conditions acceptable to the Construction Manager. Upon the establishment of the Guaranteed Maximum

Price, the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept responsibility for them.

§ 3.1.13 Compliance with Laws This Project is subject to the prevailing wage rates and fringe benefit requirements of MCL 401.1101, et seq. The

Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its performance under this Contract, and regarding all aspects of the Project, including with equal employment opportunity programs, and other programs as may be required by governmental and quasi-governmental authorities.

§ 3.1.14 Other Preconstruction Services Insert a description of any other Preconstruction Phase services to be provided by the Construction Manager, or reference an exhibit attached to this documentdocument.

(Describe any other Preconstruction Phase services, such as providing cash flow projections, development of a project information management system, early selection or procurement of subcontractors, etc.)

§ 3.2 Guaranteed Maximum Price Proposal § 3.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager, but no later than when contracts have been awarded for the Project, the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Project for the Owner’s and Architect’s review, and the Owner’s acceptance. acceptance using current information to update any preliminary cost estimates. The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager’s estimate of the Cost of the Work, the Construction Manager’s contingency described in

Section 3.2.4, and the Construction Manager’s Fee described in Section 6.1.2. The Guaranteed Maximum Price shall not exceed the Owner’s fixed budget, which fixed budget shall be established as a condition precedent to this Agreement.

§ 3.2.2 To If and to the extent that the Contract Documents are anticipated to require further development, the

Guaranteed Maximum Price includes the costs attributable to such must expressly state any reserved right of modification associated with 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. The Construction Manager’s failure to expressly reserve the right of modification in the Guaranteed Maximum Price acts as a waiver of such right.

§ 3.2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following:

.1 A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of the

Contract;

.2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the

Guaranteed Maximum Price proposal, including assumptions under Section 3.2.2;

.3 A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, including allowances; the Construction Manager’s contingency set forth in Section 3.2.4; and the Construction Manager’s Fee;

.4 The anticipated date of commencement of the Construction Phase of the Work and the anticipated date of

Substantial Completion upon which the proposed Guaranteed Maximum Price is based; and

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

§ 3.2.4 In preparing the Construction Manager’s Guaranteed Maximum Price proposal, the Construction Manager shall include a contingency for the Construction Manager’s exclusive use to cover those costs that are included in the

A F

T

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 21:12:27 ET on 07/19/2021 under Order No.3340124270 which expires on

09/17/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms

Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order. The

Construction Manager’s contingency shall equal no more than ______ (____%) of the Cost of the Work, as defined in

Article 6, when thea Guaranteed Maximum Price is established. The Construction Manager’s contingency shall be reduced as the Work is bid or otherwise awarded in accordance with Section 3.2.4.2, below.

§ 3.2.4.1 The Construction Manager’s contingency may only be used for the following purposes: (i) the Cost of Work required by the Owner for the Project that was not included within an awarded subcontract through no fault of the

Construction Manager, (ii) additional costs incurred by the Construction Manager (and not reimbursed pursuant to a bid bond claim or otherwise) as a result of a bidder’s failure to enter into a subcontract with the Construction Manager after having been awarded the work; (iii) additional costs incurred by the Construction Manager, outside of awarded subcontracts, due to unanticipated market conditions and labor and material conditions, (iv) uninsured casualty losses and related expenses incurred by the Construction Manager in connection with the Work, except and to the extent of the

Construction Manager’s improper conduct, errors, or omissions; (v) costs arising from the default of an uncollectable

Subcontractor (outside of any applicable bond); and (vi) costs related to errors in subcontractor bids, discovered after the award of bid, and for which additional sums may be legally allocated.

§ 3.2.4.1.1 Notwithstanding anything in Section 3.2.4 to the contrary, the Construction Manager’s contingency shall not be used: (i) to cover any cost or expense caused or allowed by the Construction Manager’s negligence, intentionally wrongful conduct, or breach of Agreement, (ii) to pay for any of the Construction Manager’s responsibilities related to general conditions/construction support items, or (iii) in a manner that is contrary to law.

§ 3.2.4.1.2 The Construction Manager’s contingency shall be the maximum amount available to pay for any costs and expenses identified as an appropriate use of such contingency. Any sums in excess of the contingency shall be the sole responsibility of the Construction Manager.

§ 3.2.4.1.3 The Construction Manager’s contingency may only be used if (i) the Construction Manager submits to the

Owner a written request for the use of the Construction Manager’s contingency, including the specific amount requested and a justifiable basis for the use; and (ii) the Owner approves the request in writing, prior to the use of any such contingency. Use of contingency shall be reported on the Construction Manager’s monthly reports, including a clear description of the cost(s) and item(s) on one of the next two Applications for Payment. The Construction Manager shall forfeit any contingency amount committed or used if it fails to timely report the use and/or to timely submit an

Applications for Payment identifying the contingency amount committed or used.

§ 3.2.4.2 The purpose of Construction Manager’s contingency is to cover unanticipated costs described in Section

3.2.4.1. Because incidents of unanticipated costs should reduce as the Project progresses towards completion, the

Construction Manager shall return to the Owner portions of such contingency according to the following schedule

(unless contingency actually used exceeds the percentages identified below for each milestone):

At 50% of Payment Request: Fifty Percent (50%)

At 75% of Payment Request: Seventy-Five Percent (75%)

At Substantial Completion: One Hundred Percent (100%)

§ 3.2.4.3 The Construction Manager shall return all unused contingency to the Owner upon a mutually agreeable time, but, in the absence of written consent by the Owner, return shall not be later than Substantial Completion of the Project.

§ 3.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal. In the event that the Owner or Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the

Guaranteed Maximum Price proposal, its basis, or both.

§ 3.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum

Price proposal shall be deemed effective without further acceptance from the Construction Manager. Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed

Maximum Price Amendment amending this Agreement, a copy of which the Owner shall provide to the Architect. The

Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based.

A F

T

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 21:12:27 ET on 07/19/2021 under Order No.3340124270 which expires on

09/17/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms

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

§ 3.2.8 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall promptly furnish such revised Contract Documents to the Construction Manager. The Construction Manager shall notify the

Owner and Architect of any inconsistencies between the agreed-upon assumptions and clarifications contained in the

Guaranteed Maximum Price Amendment and the revised Contract Documents.

§ 3.2.9 The Construction Manager shall include in the 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, at the time the Guaranteed Maximum Price Amendment is executed.

§ 3.2.10 The Construction Manager’s personnel costs, reimbursable costs (see Article 67), and general conditions/construction support costs shall be fixed as not-to-exceed amounts within the Guaranteed Maximum Price.

§ 3.3.1.3 Substantial Completion § 3.3.1.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Construction

Manager shall achieve Substantial Completion of the entire Work:

(Check one of the following boxes and complete the necessary information.)

[ «X » ] Not later than « » ( « » ) calendar days from the date of commencement of the Work.

[ « » ] By the following date: «. »

[ « » ] By the date to be established in the Control Estimate and approved by the Owner.

§ 3.3.1.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work are to be completed prior to Substantial Completion of the entire Work, the Construction Manager shall achieve

Substantial Completion of such portions by the following dates:

Portion of Work Substantial Completion Date

§ 3.3.1.3.3 If the Construction Manager fails to achieve Substantial Completion as provided in this Section 3.3.1.3, liquidated damages, if any, may be assessed.

§ 3.3 Construction Phase § 3.3.1 General § 3.3.1.1 For purposes of Section 8.1.2 of A201–2017, the date of commencement of the Work shall mean the date of commencement of the Construction Phase.

§ 3.3.1.2 The Construction Phase shall commence upon the Owner’s execution of the Guaranteed Maximum Price

Amendment Amendment, the Owner’s first award of a competitively bid subcontracts, or, prior to acceptance of the

Guaranteed Maximum Price proposal, by written agreement of the parties. parties, whichever occurs earlier. The written agreement shall set forth a description of the Work to be performed by the Construction Manager, and any insurance and bond requirements for Work performed prior to execution of the Guaranteed Maximum Price Amendment. Prior to commencement of the Construction Phase, the Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work.

§ 3.3.2 Administration § 3.3.2.1 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, scheduling, and status of the Work. The Construction Manager shall prepare and promptly distribute minutes of the meetings to the Owner and Architect.

See Section 14.5 through 14.45.

§ 3.3.2.2 Upon the execution of the Guaranteed Maximum Price Amendment, the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and a submittal schedule in accordance

A F

T

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 21:12:27 ET on 07/19/2021 under Order No.3340124270 which expires on

09/17/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms with Section 3.10 of A201–2017.Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement. , and shall not be awarded without the prior consent of the Owner. If the Subcontract is awarded, t

§ 3.3.2.3 Monthly Report The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as agreed to by the

Owner, Owner in writing, the Construction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information required by the Owner.

§ 3.3.2.4 Daily Logs The Construction Manager shall keep, and make available to the Owner and Architect, a daily log containing a record for each day of weather, portions of the Work in progress, number of workers on site, identification of equipment on site, problems that might affect progress of the work, Work, accidents, injuries, and other information required by the

Owner. The Construction Manager shall also maintain a log of requests for information and the responses thereto.

§ 3.3.2.5 Cost Control The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect, and shall provide this information in its monthly reports to the Owner and Architect, in accordance with Section 3.3.2.3 above.

ARTICLE 4 OWNER’S RESPONSIBILITIES

§ 4.1 Information and Services Required of the Owner § 4.1.1 The Owner shall provide information with reasonable promptness, regarding requirements for and limitations on the Project, including a written program which shall set forth If requested by the Construction Manager, the Owner shall provide information specifically and reasonably requested by the Construction Manager regarding the Project, which may include information regarding its written program, the Owner’s objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems, sustainability and site requirements. The parties acknowledge that the Owner is not a construction professional and that the Owner may not know what type or amount of information is required to be provided by this provision.

§ 4.1.2 Prior to the execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the

Owner’s obligations under the Contract. After execution of the Guaranteed Maximum Price Amendment, the

Construction Manager may request such information as set forth in A201-2017 Section 2.2.

§ 4.1.3 The Owner shall establish and periodically update the Owner’s budget for the Project, including (1) the budget for the Cost of the Work as defined in Article 7, (2) the Owner’s other costs, and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner’s budget for the Cost of the Work, the

Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation with the

Construction Manager, shall thereafter agree to a corresponding change in the Project’s scope and quality. Nothing herein shall be interpreted to limit the applicability and enforceability of the Owner’s fixed Project budget.

§ 4.1.4 Structural and Environmental Tests, Surveys and Reports. During the Preconstruction Phase, the Owner shall furnish the following information or services with reasonable promptness. promptness and with the Construction

Manager’s reasonable assistance. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Construction Manager’s performance of the Work with reasonable promptness after receiving the Construction Manager’s written request for such information or services. The Construction Manager subject to its professional experience and expertise shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work.

§ 4.1.4.1 The Owner shall furnish tests, inspections, and reports, required by law as identified by the Architect and/or

Construction Manager and as otherwise agreed to by the parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials.materials, as identified by the Architect and/or the

Construction Manager.

§ 4.1.4.2 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as

A F

T

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 21:12:27 ET on 07/19/2021 under Order No.3340124270 which expires on

09/17/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands;

adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and other necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark.

§ 4.1.4.3 The Owner, when such services are requested, shall furnish services of geotechnical engineers, which may include test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations.

§ 4.1.5 During the Construction Phase, the Owner shall furnish information or services required of the Owner by the

Contract Documents with reasonable promptness. promptness, acknowledging the Owner’s status as a public body. The

Owner shall also furnish any other information or services under the Owner’s control and relevant to the Construction

Manager’s performance of the Work with reasonable promptness after receiving the promptness, acknowledging the

Owner’s status as a public body, after receiving the Architect’s Construction Manager’s written request for such information or services.

§ 4.1.6 If the Owner identified a Sustainable Objective in Article 1, the Owner shall fulfill its responsibilities as required in AIA Document E234™–2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, attached to this Agreement.NOT USED

§ 4.2 Owner’s Designated Representative The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. Project subject to the Owner’s parameters of authority set by the Owner’s Board of Education. The Owner’s representative shall render decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or

Work of the Construction Manager. Manager, subject to the Owner’s status as a public body, including being subject to the Open Meetings Act. Except as otherwise provided in Section 4.2.1 of A201–2017, the Architect does not have such authority. The term "Owner" means the Owner or the Owner’s authorized representative.representative to the extent authorized by the Owner’s Board of Education. See Section 1.1.8.

§ 4.2.1 Legal Requirements. The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner’s needs and interests. Such a duty shall not include services necessary to respond to allegations challenging the performance of the Construction

Manager, whether by breach of contract, negligence, intentional misconduct or otherwise, which services shall be provided by the Construction Manager.

§ 4.3 Architect The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document

B133™–2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Constructor

Edition, as modified, including any additional other services requested by the Construction Manager, in writing, that are necessary for the Preconstruction and Construction Phase services under this Agreement. The Upon request, the Owner shall provide the Construction Manager with a copy of the scope of services in the executed agreement between the

Owner and the Architect, and any further modifications to the Architect’s scope of services in the agreement.

ARTICLE 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES

§ 5.1 Compensation § 5.1.1 For the Construction Manager’s timely and proper performance of Preconstruction Phase services described in

Sections 3.1 and 3.2, the Owner shall compensate…