ST25_CMAR_Design_Phase_Contract_12.17.2025.pdf

FIRE STATION 25 PRE-CONSTRUCTION DESIGN SERVICES

PAGE i

CITY OF KINGMAN, ARIZONA

FIRE STATION 25

CONSTRUCTION MANAGER AT RISK

PRE CONSTRUCTION DESIGN SERVICES

PAGE ii

TABLE OF CONTENTS

ARTICLE PAGE

RECITALS

AGREEMENT

ARTICLE 1 – TERMS AND DEFINITIONS

ARTICLE 2 – BASIC DESIGN PHASE SERVICES

2.1 GENERAL

2.2 PROJECT SCHEDULE

2.3 DESIGN DOCUMENT REVIEWS

2.4 COST MODEL, COST ESTIMATES AND SCHEDULE OF VALUES

2.5 GUARANTEED MAXIMUM PRICE (GMP) PROPOSALS

2.6 GMP PROPOSAL(S) REVIEW AND APPROVAL

2.7 SUBCONTRACTOR AND MAJOR SUPPLIER SELECTIONS

2.8 TRADE NAMES AND SUBSTITUTIONS

ARTICLE 3 – PERIOD OF SERVICES

ARTICLE 4 – CONTRACT AMOUNT AND PAYMENTS

4.1 CONTRACT AMOUNT

4.2 PAYMENTS

4.3 ADDITIONAL DESIGN PHASE SERVICES

ARTICLE 5 – CITY'S RESPONSIBILITIES

ARTICLE 6 – CONTRACT CONDITIONS

6.1 PROJECT DOCUMENTS AND COPYRIGHTS

6.2 COMPLETENESS AND ACCURACY OF CMAR'S WORK

6.3 ALTERATION IN CHARACTER OF WORK

6.4 DATA CONFIDENTIALITY

6.5 PROJECT STAFFING

6.6 INDEPENDENT CONTRACTOR

6.7 SUBCONSULTANTS

6.8 TERMINATION

6.9 DISPUTES

6.10 RECORDS/AUDIT

6.11 INDEMNIFICATION

6.12 NOTICES

6.13 COMPLIANCE WITH LAWS

6.14 CONFLICT OF INTEREST

6.15 CONTRACTOR'S LICENSE

6.16 SUCCESSORS AND ASSIGNS

6.17 FORCE MAJEURE

6.18 COVENANT AGAINST CONTINGENT FEES

6.19 NON-WAIVER PROVISION

6.20 JURISDICTION

6.21 SURVIVAL

6.22 MODIFICATION

6.23 SEVERABILITY

6.24 INTEGRATION

6.25 TIME IS OF THE ESSENCE

6.26 THIRD PARTY BENEFICIARY

6.27 COOPERATION AND FURTHER DOCUMENTATION

6.28 CONFLICT IN LANGUAGE

PAGE iii

ARTICLE 7 – INSURANCE

7.1 INSURANCE

7.2 GENERAL CLAUSES

7.3 DEDUCTIBLE/RETENTION

7.4 CERTIFICATES OF INSURANCE

7.5 WORKERS' COMPENSATION

7.6 AUTOMOBILE LIABILITY

7.7 COMMERCIAL GENERAL LIABILITY

7.8 PROFESSIONAL LIABILITY

7.9 UMBRELLA/EXCESS LIABILITY

7.10 VALUABLE PAPERS

7.11 OWNER LIABILITY

EXHIBIT A .......................................................................................................................................................... A-xxiii

CITY OF KINGMAN

FIRE STATION 25

CONSTRUCTION MANAGER AT RISK PRE CONSTRUCTION DESIGN SERVICES

CONTRACT NO. ENG17-0060

THIS CONTRACT is made and entered into on the _______ day of ___________, 2026, by and between City of Kingman, hereinafter designated the “City” and ______________., hereinafter called the "Construction Manager at Risk" or “CMAR”

RECITALS

A. The City engages the CMAR to perform Design Services for the project known and described as the City of Kingman Fire Station 25, herein referred to collectively as the “Project”.

B. To undertake the design of said Project, the City has entered into a contract with Seabury Fritz Architects, Inc. herein referred to as the “Design Professional”.

C. The CMAR has represented to the City the ability to provide design phase services and based on this representation the City engages the CMAR to provide these services for the Project.

AGREEMENT

NOW THEREFORE, for and in consideration of the mutual covenants and considerations hereinafter contained, it is agreed by and between the City and the CMAR as follows:

ARTICLE 1 – TERMS AND DEFINITIONS

Addenda - Written or graphic instruments issued prior to the submittal of the Guaranteed Maximum Price (GMP) Proposal(s), which clarify, correct or change the GMP Proposal(s) requirements.

Agreement (Contract) – This written document signed by the City and CMAR covering the design phase of the Project, and including other documents itemized and referenced in or attached to and made part of this Contract.

Alternate Systems Evaluations – Alternatives for design, means and methods or other scope considerations that are evaluated using value engineering principles and have the potential to reduce construction costs while still delivering a quality and functional Project that meets City requirements.

Approved Project Cost. - The GMP including all contingencies and allowances as negotiated by the CMAR and the City and approved by the City Council.

Change Order - A written instrument issued after execution of the Contract Documents signed by the City and CMAR, stating their agreement upon all of the following: the addition, deletion or revision in the scope of services or deliverables; the amount of the adjustment to the Contract Amount, the extent of the adjustment to the Contract Time, or modifications of other contract terms.

City (Owner or OWNER) - The City of Kingman, a municipal corporation, with whom CMAR has entered into this Contract and for whom the services is to be provided pursuant to said Contract.

Construction Documents - The plans, specifications, and drawings prepared by the City or Design Professional and issued as approved for construction meaning the documents are sealed by the Design Professional, signed and acceptable for permitting.

Construction Fee – The CMAR’s administrative costs, home office overhead, and profit, whether at the CMAR’s principal or branch offices. This includes the administrative costs and home office costs and any limitations or exclusions that may be included in the General Conditions for the construction phase.

Construction Manager at Risk (CMAR or Contractor) - The person, firm, corporation, or other approved legal unit with whom the City has entered into this Contract to provide services as detailed in this Contract.

Contingency, CMAR (Contractor’s) - A fund to cover cost growth during the Project used at the general discretion of the CMAR usually for costs that result from Project circumstances. The amount of the CMAR Contingency shall be negotiated as a separate line item in each GMP package. Use and management of the CMAR Contingency is described in Section 2.6.

Contingency, Owner’s – A fund to cover cost growth during the Project used at the sole discretion of the City usually for costs that result from City directed changes or site conditions. The amount of the Owner’s Contingency will be set solely by the City and shall be in addition to the Project costs included in the CMAR’s GMP packages. Use and management of the Owner’s Contingency is described in Section 2.6.

Contract Amount - The final approved budget for this Contract as identified in Article 4.

Contract Documents - This Contract, exhibits, attachments, the Notice to Proceed for design phase services, all Written Amendments and Change Orders to this Contract and any other documents so designated in this Contract.

Contract Time(s) - The number of days or the dates related to the construction phase that as stated in Construction Documents applies to achievement of final completion of the construction Work so that it is ready for final payment.

Cost Model – A breakdown of the scope of the Project that is initially developed by the CMAR during the preliminary design phase and based on information from the Project Team and the CMAR’s records of similar projects. The model will evolve as the design progresses and be maintained by the CMAR throughout the design phase and shall include any assumptions and clarifications made by the CMAR. The model shall support any cost estimates, Alternative Systems Evaluations and eventually any GMP Proposals, when required by the Project Team. The model shall comply with the specified requirements outlined in Sections 2.5 and 2.6.

Contractor Payment Request - The form that is accepted by the City and used by the CMAR in requesting progress payments or final payment and which shall include such supporting documentation as is required by the Contract Documents and or the City.

Cost of the Work - The direct costs necessarily incurred by the CMAR in the proper performance of the Work. The Cost of the Work shall include direct labor costs, subcontract costs, costs of materials and equipment incorporated in the completed construction, costs of other materials and equipment, temporary facilities, building permit fees, materials testing and related items. The Cost of the Work shall not include the CMAR’s construction fee, general conditions fee, taxes, bond, or insurance costs.

Day - Calendar day(s) unless otherwise specifically noted in the Contract Documents.

Deliverables – The work products prepared by the CMAR in performing the scope of work described in this Contract.

Some of the major deliverables to be prepared and provided by the CMAR during the design phase may include but are not limited to: Cost Model, Construction Management Plan, Project Schedule, Schedule of Values, alternative system evaluations, procurement strategies and plans, cost estimates, construction market surveys, cash flow projections, GMP Proposals, Subcontractor procurement plan, Subcontractor agreements, Subcontractor bid packages, Supplier agreements, Constructability Review, Cost Control Log, Project Meetings and others as indicated in this Contract or required by the Project Team.

Drawings (Plans) – Documents, which visually represent the scope, extent and character of the Work to be furnished and performed by the CMAR during the construction phase and which have been prepared or approved by the Design Professional and the City. Includes Drawings that have reached a sufficient stage of completion and released by the Design Professional solely for the purposes of review and/or use in performing constructability or biddability reviews and in preparing cost estimates (e.g. conceptual design Drawings, preliminary design Drawings, detailed design Drawings at 30%, 60%, 90% or 100% or schematic, design development, construction documents), but “not for construction”. Shop Drawings are not Drawings as so defined.

Design Professional - The qualified, licensed person, firm or corporation who furnishes design services required under the Contract Documents. Representatives of the Design Professional may perform Special and other inspection services at the site and may, at the Owner’s option, represent the Owner during the construction period.

General Conditions Costs – Includes, but is not limited to the following types of costs for the CMAR during the construction phase: payroll for Work conducted at the site, payroll costs for the superintendent and full-time general foremen, payroll costs for management personnel resident and working on the site, workers not included as direct labor costs engaged in support (e.g. loading/unloading, clean-up, etc.), administrative office personnel, costs of offices and temporary facilities including office materials, office supplies, office equipment, minor expenses, utilities, fuel, sanitary facilities and telephone services at the site, costs of liability insurance premiums not included in labor burdens for direct labor costs, costs of bond premiums, costs of consultants not in the direct employ of the CMAR or Subcontractors, fees for permits and licenses. Certain limitations and exclusions are described in the General Conditions for the construction phase.

Guaranteed Maximum Price (GMP) – The sum of the maximum Cost of the Work and the CMAR’s construction fee, general conditions fee, sales tax, bonds, insurance costs, and contingency(ies).

GMP Plans and Specifications – The set of plans and specifications provided pursuant to paragraph 2.5 upon which the Guaranteed Maximum Price Proposal is based.

Guaranteed Maximum Price (GMP) Proposal - The offer or proposal of the CMAR submitted on the prescribed form setting forth the GMP prices for the entire Work and/or portions of the Work to be performed during the construction phase. The GMP Proposal(s) are to be developed pursuant to Article 2 of this Contract.

Laws and Regulations; Laws or Regulations - Any and all applicable laws, rules, regulations, ordinances, codes and orders of any and all governmental bodies, agencies, authorities and courts having jurisdiction.

Notice to Proceed - A written notice given by the City to the CMAR fixing the date on which the CMAR will start to perform the CMAR’s obligations under this Contract.

Project - The work to be completed in the execution of this Contract as described in the Recital above and Exhibit “A” attached.

Project Team – Design phase services team consisting of the Design Professional, CMAR, City of Kingman representatives, and other stakeholders who are responsible for making decisions regarding the Project.

Schedule of Values (SOV) – Document specified in the General Requirements for the construction phase Contract, which divides the Contract Price into pay items, such that the sum of all pay items equals the Contract Price for the construction phase Work, or for any portion of the Work having a separate specified Contract Price. The SOV may or may not be output from the Progress Schedule depending on if the Progress Schedule is cost-loaded or not.

Shop Drawings - All drawings, diagrams, schedules and other data specifically prepared for the Work by the CMAR or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work.

Site – The land or premises on which the Project is located.

Specifications - The part(s) of the Contract Documents for the construction phase consisting of written technical descriptions of materials, equipment, construction systems, standards and workmanship as applied to the Work and certain administrative details applicable thereto. This project shall be constructed using the current Uniform Standard Specifications and Details for Public Works Construction as furnished by the Maricopa Association of Governments as amended by the City of Kingman unless alternate specifications and details are provided in the Drawings and/or Specifications.

Subcontractor - An individual or firm having a direct contract with the CMAR or any other individual or firm having a contract with the aforesaid contractors at any tier, who undertakes to perform a part of the design phase services or construction phase Work at the site for which the CMAR is responsible. Subcontractors shall be selected through the Subcontractor bid process described in paragraph 2.7 of this Contract.

Subconsultant - A person, firm or corporation having a contract with the CMAR to furnish services required as its independent professional associate or consultant with respect to the Project.

Supplier - A manufacturer, fabricator, supplier, distributor, materialman or vendor having a direct contract with CMAR or with any Subcontractor to furnish materials or equipment to be incorporated in the construction phase Work by CMAR or any Subcontractor.

Total Float - Number of Days by which the design phase services or construction phase Work or any part of the same may be delayed without necessarily extending a pertinent Contract Time or schedule milestone in the Project Schedule.

Work - The entire completed construction or the various separately identifiable parts thereof, required to be furnished during the construction phase. Work includes and is the result of performing or furnishing labor and furnishing and incorporating materials, resources and equipment into the construction, and performing or furnishing services and documents as required by the Contract Documents for the construction phase.

ARTICLE 2 – BASIC DESIGN PHASE SERVICES

2.1 GENERAL

2.1.1 The CMAR, to further the interests of the City, shall perform the services required by, and in accordance with this Contract, to the satisfaction of the City Engineer, exercising the degree of care, skill and judgment a professional construction manager performing similar services in Kingman, Arizona would exercise at such time, under similar conditions. The CMAR shall, at all times, perform the required services consistent with sound and generally accepted construction management and construction contracting practices.

2.1.2 As a participating member of the Project Team, the CMAR shall provide to the City and Design Professional a written evaluation of the City’s Project Program and Project Budget, each in terms of the other, with recommendations as to the appropriateness of each.

2.1.3 The CMAR shall attend Project Team meetings, which may include, but are not limited to, monthly Project management meetings, Project workshops, special Project meetings, meetings with property owners and construction document rolling reviews.

2.1.4 The CMAR shall provide design phase services, described herein, in a timely manner and consistent with the intent of the most current Drawings and Specifications. The CMAR shall promptly notify the City in writing if the CMAR determines that any Drawings or Specifications are inappropriate for the Project and/or cause changes in the scope of Work requiring an adjustment in the Cost Model, cost estimate, Project Schedule, GMP Proposals and/or in the Contract Time for the Work, to the extent such are established.

2.1.5 The CMAR when requested by the City, shall attend, make presentations and participate as may be appropriate in public agency and or community meetings, germane to the Project. The CMAR shall provide drawings, schedule diagrams, budget charts and other materials describing the Project, when their use is required or appropriate in any such public agency meetings.

2.1.6 In providing any Design Phase Services under this Agreement, CMAR does not assume any responsibility for any design errors, omissions or inconsistencies, nor does CMAR assume any design responsibilities unless specifically called for in the scope of work. In providing Construction Services (under a separate Construction Phase Services contract), CMAR shall be responsible for his errors, omissions or inconsistencies included in the Work.

2.2 PROJECT SCHEDULE

2.2.1 The fundamental purpose of the Project Schedule is to identify, coordinate and record the tasks and activities to be performed by all of the Project Team members and then for the Project Team to utilize that Deliverable as a basis for managing and monitoring all member’s compliance with the schedule requirements of the Project. Each Project Team member is responsible for its compliance with the Project Schedule requirements. The CMAR shall, however, develop and maintain the Project Schedule on behalf of and for use by the Project Team based on input from the other Project Team members. The Project Schedule shall be consistent with the most recent revised/updated GMP. The Project Schedule shall use the Critical Path Method (CPM) technique, unless required otherwise, in writing by the City. The CMAR shall use scheduling software to develop the Project Schedule that is acceptable to the City. The Project Schedule shall be presented in graphical and tabular reports as agreed upon by the Project Team. If Project phasing as described below is required, the Project Schedule shall indicate milestone dates for the phases once determined.

2.2.2 The CMAR shall include and integrate in the Project Schedule the services and activities required of the

City, Design Professional and CMAR including all construction phase activities based on the input received from the City and the Design Professional. The Project Schedule shall detail activities to the extent required to show: (a) the coordination between preliminary design and various design phase documents, (b) any separate long-lead procurements, (c) any permitting issues, (d) any land and right-of-way acquisition, (e) bid packaging strategy and awards to Subcontractors and Suppliers, (f) major stages of construction, (g) start-up and commissioning, and (h) occupancy of the completed Work by the City. The Project Schedule shall include by example and not limitation, proposed activity sequences and durations for design, procurement, construction and testing activities, milestone dates for actions and decisions by the Project Team, preparation and processing of shop drawings and samples, delivery of materials or equipment requiring long-lead time procurement (if any), milestone dates for various construction phases, Total Float for all activities, relationships between the activities, if applicable City’s occupancy requirements showing portions of the Project having occupancy priority, and proposed dates for Final Completion.

2.2.3 The Project Schedule shall be updated and maintained by the CMAR throughout the design phase such that it shall not require major changes at the start of the construction phase to incorporate the CMAR’s plan for the performance of the construction phase Work. The CMAR shall provide updates and/or revisions to the Project Schedule for use by the Project Team, whenever required, but no less often than at the Project Team meetings. The CMAR shall include with such submittals a narrative describing its analysis of the progress achieved to-date vs. that planned, any concerns regarding delays or potential delays, and any recommendations regarding mitigating actions.

2.2.4 If phased construction is deemed appropriate and the City and Design Professional approve, the CMAR shall review the design and make recommendations regarding the phased issuance of Construction Documents to facilitate phased construction of the Work, with the objective of reducing the Project Schedule and/or Cost of the Work. The CMAR shall take into consideration such factors as natural and practical lines of work severability, sequencing effectiveness, access and availability constraints, total time for completion, construction market conditions, labor and materials availability, and any other factors pertinent to saving time and cost.

2.3 DESIGN DOCUMENT REVIEWS

2.3.1 The CMAR shall evaluate periodically the availability of labor, materials/equipment, building systems, cost-sensitive aspects of the design; and other factors that may impact the Cost Model or cost estimate, GMP Proposals and/or the Project Schedule.

2.3.2 The CMAR shall recommend, in conjunction with the Project Team, any additional surface and subsurface investigations that, in its opinion, are required to provide the necessary information for the CMAR to construct the Project. These additional investigations, agreed to by the design team, shall be acquired or performed by the CMAR and copies of the reports will be provided to the City.

2.3.3 The CMAR shall meet with the Project Team as required to review designs during their development. The

CMAR shall familiarize itself with the evolving documents through the various design phases. The CMAR shall proactively advise the Project Team and make recommendations on factors related to construction costs, and concerns pertaining to the feasibility and practicality of any proposed means and methods, selected materials, equipment and building systems, and, labor and material availability. The CMAR shall furthermore advise the Project Team on proposed site improvements, excavation and foundation considerations, as well as, concerns that exist with respect to coordination of the Drawings and Specifications. The CMAR shall recommend cost effective alternatives.

2.3.4 The CMAR shall routinely conduct constructability and biddability reviews of the Drawings and Specifications as necessary to satisfy the needs of the Project Team. The reviews shall attempt to identify all discrepancies and inconsistencies in the Construction Documents especially those related to clarity, consistency, completeness and coordination of Work of Subcontractors and Suppliers.

2.3.4.1 The CMAR shall evaluate whether (a) the Drawings and Specifications are configured to enable efficient construction, (b) design elements are standardized, (c) construction efficiency is properly considered in the Drawings and Specifications, (d) module/preassembly design are prepared to facilitate fabrication, transport and installation, (e) sequences of Work required by or inferable from the Drawings and Specifications are practicable, (f) the design has taken into consideration, efficiency issues concerning; access and entrance to the site, laydown and storage of materials, staging of site facilities, construction parking, and other similar pertinent issues, and (g) the design maintains continued operation of the existing water operations and maintains the access to existing traffic.

2.3.4.2 The CMAR shall check cross-references and complementary Drawings and sections within the

Specifications, and in general evaluate whether (a) the Drawings and Specifications are sufficiently clear and detailed to minimize ambiguity and to reduce scope interpretation discrepancies, (b) named materials and equipment are commercially available and are performing well or otherwise, in similar installations, (c) Specifications include alternatives in the event a requirement cannot be met in the field, and (d) in its professional opinion, the Project is likely to be subject to differing site conditions provided that Owner acknowledges that any such opinions shall be limited to inferences from conditions that are either readily apparent from visual inspection of the Site or explicitly set forth in any written information previously provided by Owner.

2.3.4.3 The results of the reviews shall be provided to the City in formal, written reports clearly identifying all discovered discrepancies and inconsistencies in the Drawings and Specifications with notations and recommendations made on the Drawings, Specifications and other documents. The CMAR shall meet with the City and Design Professional to discuss any findings and review reports.

2.3.4.4 The CMAR’s reviews shall be from a contractor's perspective, and though it shall serve to reduce the number of Requests for Information (RFIs) and changes during the construction phase, responsibility for the Drawings and Specifications shall remain with the Design Professional and not the CMAR.

2.3.5 It is the CMAR’s responsibility to assist the Design Professional in ascertaining that the Construction

Documents are in accordance with applicable laws, statutes, ordinances, and building codes. If the CMAR recognizes that portions of the Construction Documents are at variance with applicable laws, statutes, ordinances, and building codes, it shall promptly notify the Design Professional and City in writing, describing the apparent variance or deficiency. However, the Design Professional is ultimately responsible for compliance with building codes.

2.3.6 The Project Team shall routinely identify and evaluate using value engineering principles any alternate systems, approaches, design changes that have the potential to reduce Project costs while still delivering a quality and functional product. If the Project Team agrees, the CMAR in cooperation with the Design Professional will perform a cost/benefit analysis of the alternatives and submit such in writing to the Project Team. The Project Team will decide which alternatives will be incorporated into the Project. The Design Professional will have full design responsibility for the review and incorporation of the CMAR suggested alternatives into the Drawings and Specifications. The CMAR shall include the cost of the alternatives into the Cost Model or cost estimate and any GMP Proposals.

2.4 COST MODEL, COST ESTIMATES AND SCHEDULE OF VALUES

2.4.1 As soon as practical during the preliminary design phase, the CMAR will review all available information regarding the design and scope of the Project, the CMAR’s experience in performing similar work, etc. and based upon that review shall develop a Cost Model for review and approval by the City. Once approved by the City, the Cost Model shall be continually updated and kept current as the design progresses throughout the design phase until a final GMP for the entire Project is established. The Cost Model shall be the best representation of the CMAR of what the complete functional Project’s construction costs will be as indicated by the most current available documents. The CMAR shall communicate to the Project Team, any assumptions made in preparing the Cost Model. The Cost Model shall support the CMAR’s construction cost estimates and may be broken down initially as dictated by the available information, but may also be broken down by CSI Specification Divisions 1-16 and/or other breakdowns, as required by the City. The Cost Model shall also include allowances as agreed to by the Project Team, including but not limited: (a) a construction cost contingency based on an agreed upon percentage of the total estimated construction cost, (b) allowances for potential additional quantities and/or additional Work that the City may require, and

(c) any costs related to investigations described in paragraph 2.3.

2.4.2 After receipt of the Design Professional’s most current documents from certain specified design phase milestones, the CMAR shall provide a detailed written report to the Project Team regarding the impact of and changes to the Cost Model based on the CMAR’s review of the design documents made available at the specified design phase milestone. The Design Professional and the CMAR will reconcile any disagreements on the estimate to arrive at an agreed upon estimate for the construction costs based on the scope of the Project through that specified design phase milestone. The design phase milestones applicable to this paragraph are: detailed design at 30%, 60% and 90% completion. If no consensus is reached, the City will make the final determination. If the Project Team requires additional updates of the Cost Model beyond that specified in this paragraph, the CMAR shall provide the requested information in a timely manner.

2.4.3 If at any point the estimate submitted to the City exceeds previously accepted estimates agreed to by the

Project Team or other key aspects of the Cost Model or the City’s Project Budget, the CMAR shall make appropriate recommendations to the City and Design Professional on means/methods, materials, and or other design elements that it believes will reduce the estimated construction costs, (without altering the City’s basic program) such that it is equal to or less than the established Project Team’s target and/or the Project Budget.

2.4.4 Near completion of the 90% detailed design review and included with the associated report, the CMAR shall also submit to the City for review and approval a Schedule of Values that complies with the following requirements. The Schedule of Values shall highlight significant variances from any previously submitted Schedule of Values. The Schedule of Values shall be directly related to the breakdowns reflected in the Project Schedule and the CMAR’s Cost Model. In addition, the Schedule of Values shall: (a) detail unit prices and quantity take-offs, (b) detail all other allowances and unit price Work shown and specified in the detailed design documents.

2.4.4.1 The CMAR shall track, estimate/price and address Team overall project cost issues that arise outside of the Cost Model estimate such as: Owner generated changes, Design Team Proposed changes, Alternate system analysis, Constructability items and Value Engineering. The system used to implement this process will be referred to as the Design Evolution Log. This shall be addressed between the 30% Cost Model estimate and 60% estimate and between the 60% estimate and the bid packages for the project elements/project phases.

2.4.5 Upon request by the City, the CMAR shall submit to the City a cash flow projection for the Project based on the current updated/revised Project Schedule and the anticipated level of payments for the CMAR during the design and construction phases. In addition, if requested by the City and based on information provided by the City, the CMAR shall prepare a cash flow projection for the entire Project based on historical records for similar types of projects to assist the City in the financing process.

2.5 GUARANTEED MAXIMUM PRICE (GMP) PROPOSALS

2.5.1 The proposed GMP for the entire Work, and for each phase of the work, shall be presented in a format acceptable to the City. The City may request a GMP Proposal for all or any portion of the Project and at any time during the design phase. Any GMP Proposals submitted by the CMAR shall be based on and consistent with the current update/revised cost estimate at the time of the request, the associated estimates for construction costs and include any clarifications or assumptions upon which the GMP Proposal(s) are based.

2.5.2 GMP Proposals for the entire Project shall be the sum of the maximum Cost of the Work, and include the

CMAR’s Construction Fee, General Conditions Fee, CMAR Contingency, City Contingency (amount to be determined solely by the City), and any allowances. The CMAR guarantees to complete the Project at or less than the mutually-agreed final GMP Proposal amount as adjusted by any Written Amendments and Change Orders to which the CMAR is entitled under the Contract, and agrees that it shall be responsible for any increase in the actual cost of the Work above that amount.

2.5.3 The CMAR, in preparing the final GMP Proposal for each applicable phase of Work, will obtain from the

City, six (6) sets of signed, sealed, and dated Drawings and Specifications for the phase (including all addenda). The CMAR shall prepare its GMP in accordance with the City’s request for GMP Proposal requirements based on the most current completed Drawings and Specifications at that time. The CMAR shall mark the face of each document of each set upon which its proposed GMP is based. These documents shall be identified as the GMP Plans and Specifications. The CMAR shall send one set of those documents to the City’s Project Manager and keep five (5) set(s) for its own use.

2.5.4 An updated/revised Project Schedule shall be included with any GMP Proposal(s) that reflects the GMP

Plans and Specifications. Any such Project Schedule updates/revisions shall continue to comply with the requirements of paragraph 2.2.

2.5.5 In the event the CMAR elects, at its sole discretion, to maintain a CMAR Contingency within the GMP, the criteria for development of that allowance must be acceptable to the City. In addition, the specific terms and conditions regarding use of that allowance during the construction phase shall be established by the City and reflected in the contract for that phase of the Project.

2.5.6 The form of GMP to be used for this project shall be provided to the CMAR during the Design Phase services..

2.6 GMP PROPOSAL(S) REVIEW AND APPROVAL

2.6.1 The CMAR shall meet with the City and Design Professional to review the GMP Proposal(s) and the written statement of its basis. In the event the City or Design Professional discovers inconsistencies or inaccuracies in the information presented, the CMAR shall make adjustments as necessary to the GMP Proposal, its basis or both.

2.6.2 The City upon receipt of any GMP proposal from the CMAR, may submit the GMP Plans and Specifications to an independent third party or to the Design Professional for review and verification. The third party or Design Professional will develop an independent estimate of the Cost of the Work and review the Project Schedule for the associated scope of the GMP Proposals.

2.6.3 If the CMAR GMP Proposal is greater than the independent third party or Design Professional’s estimate, the City may require the CMAR to reconfirm its GMP Proposal. The CMAR shall then meet with the City, the Design Professional and if used, the independent third party to reconcile the project estimate.

2.6.4 If during the review and negotiation of GMP Proposals design changes are required, the City will authorize and cause the Design Professional to revise the Construction Documents to the extent necessary to reflect the agreed-upon assumptions and clarifications contained in the final approved GMP Proposal. Such revised Construction Documents will be furnished to the CMAR. The CMAR shall promptly notify the Design Professional and City in writing if any such revised Construction Documents are inconsistent with the agreed-upon assumptions and clarifications.

2.6.5 CMAR Contingency shall be a separate line item in each GMP package submitted to the City in an amount to be negotiated by the City and the CMAR with input from the Design Professional. The CMAR Contingency shall be the last item in the GMP proposal table and shall have no markups applied at the time of submission of the GMP proposal. CMAR Contingency shall be used by the CMAR and at the discretion of the CMAR pursuant to the requirements indicated in the General Conditions of the construction phase contract.

2.6.6 City Contingency will be used at the sole discretion of the City. At the time that the CMAR submits its GMP proposal to the City for approval, the City may add an additional amount to the sum of the GMP proposals to cover any increases in project costs that result from City directed changes. The total Approved Project Cost will be the sum of the CMAR’s GMP proposals and the Owner’s Contingency, if applicable.

2.7 SUBCONTRACTOR AND MAJOR SUPPLIER SELECTIONS

2.7.1 There are two ways to select Subcontractors and major Suppliers prior to submission of a GMP Proposal.

They are qualifications-based selection and a combination of qualifications-based selection with competitive bidding. Price alone shall not be the sole consideration of selection of Subcontractors and major Suppliers. Except as noted below, the selection of Subcontractors/Suppliers is the sole responsibility of the CMAR. In any case, the CMAR is solely responsible for the performance of the selected Subcontractors/Suppliers.

2.7.2 The City may approve the selection of a Subcontractor(s) or Suppliers(s) based only on their qualifications when the CMAR can demonstrate it is in the best interest of the Project.

2.7.2.1 Qualification-based selection of Subcontractors/Suppliers at the 95–100% design stage shall take place prior to the submission of the GMP Proposal.

2.7.2.2 The CMAR shall prepare a Subcontractor/Supplier selection plan and submit the plan to the City for approval. The CMAR shall apply the plan in the evaluation of the qualifications of a Subcontractor(s) or Supplier(s) and provide the City with its review and recommendation.

2.7.2.3 The CMAR must receive City approval of the selected Subcontractor(s)/Supplier(s).

2.7.2.4 The CMAR shall negotiate costs for services/supplies from each Subcontractor/Supplier selected under this method.

2.7.3 When the CMAR accepts competitively bids from qualified Subcontractors or Suppliers, the CMAR shall provide copies of such bids to the City as well as supporting information on the qualifications. Competitive bids shall occur prior to the GMP Proposal(s).

2.7.3.1 The CMAR shall develop Subcontractor and Supplier interest and include any Kingman area contractors and suppliers that can meet the project scope, submit the names of a minimum of five qualified Subcontractors or Suppliers for each trade in the Project for approval by the City and solicit bids for the various Work categories. If there are not five qualified Subcontractors/Suppliers available for a specific trade or there are extenuating circumstances warranting such, the CMAR may request approval by the City to submit less than three names. Without prior written notice to the City, no change in the recommended Subcontractors/Suppliers shall be allowed.

2.7.3.2 If the City objects to any nominated Subcontractor/Supplier or to any self-performed Work for good reason, the CMAR shall nominate a substitute Subcontractor/Supplier that is acceptable to the City.

2.7.3.3 The CMAR shall distribute Drawings and Specifications, and when appropriate, conduct a prebid conference with prospective Subcontractors and Suppliers.

2.8 TRADE NAMES AND SUBSTITUTIONS

2.8.1 Contract Document references to equipment, materials or patented processes by manufacturer, trade name, make or catalog number, unless indicated that no substitutions are permitted, substitute or alternate items may be permitted, subject to the following:

2.8.2 All data to be provided by CMAR in support of any proposed "or-equal" or substitute item will be at CMAR's expense.

2.8.3 This section not used.

2.8.4 Some items or packages of equipment will be required to be included in the Project, and may be pre-negotiated by the City with the supplier. Where this is the case the CMAR shall assume responsibility for obtaining the item or package of equipment and shall be responsible for contracting with the manufacturer, providing shop drawings, paying for shipment, installation, and coordinating the manufacturer’s services that may be required by the Drawings and Specifications including start-up assistance, operator training, and equipment testing. No substitution will be accepted for these items or packages of equipment.

2.8.5 A request for a substitution shall be submitted by CMAR in writing to the City.

2.8.6 The CMAR shall certify that the substitution will perform the functions and achieve the results called for by the general design, be similar and of equal substance, and be suited to the same use as that specified.

2.8.7 The submittal shall state any required changes in the Contract Documents to adapt the design to the proposed substitution.

2.8.8 The submittal shall contain an itemized estimate of all costs and credits that will result directly and indirectly from the acceptance of such substitution, including cost of design, license fees, royalties, and testing. Also, the submittal shall include any adjustment in the Contract Time created by the substitution.

2.8.9 The CMAR if requested by the City shall submit Samples or any additional information that may be necessary to evaluate the acceptability of the substitution.

2.8.10 The City will make the final decision and will notify the CMAR in writing as to whether the substitution has been accepted or rejected.

2.8.11 If the City does not respond in a timely manner, the CMAR shall continue to perform the Work in accordance with the Contract Documents and the substitution will be considered rejected.

ARTICLE 3 – PERIOD OF SERVICES

3.1 The design phase services described in this Contract shall be performed by CMAR in accordance with the most current update/revised Project Schedule. Failure on the part of the CMAR to adhere to the Project Schedule requirements for activities for which it is responsible and in control that is not cured within fifteen

(15) days after receipt of written notice from Owner specifying the nature of such claim or failure will be deemed a material breach and sufficient grounds for termination of this Contract by the City.

3.2 If the date of performance of any obligation or the last day of any time period provided for herein should fall on a Saturday, Sunday, or holiday for the City, then said obligation shall be due and owing, and said time period shall expire, on the first day thereafter which is not a Saturday, Sunday or legal City holiday. Except as may otherwise be set forth herein, any performance provided for herein shall be timely made if completed no later than 5:00 p.m. (Kingman time) on the day of performance.

ARTICLE 4 – CONTRACT AMOUNT AND PAYMENTS

4.1 CONTRACT AMOUNT

4.1.1 Based on the design phase services fee proposal submitted by the CMAR and accepted by the City

(Attached as Exhibit A); the City will pay the CMAR a fee not to exceed __________________________

4.2 PAYMENTS

4.2.1 Requests for payments by the CMAR for design phase services shall be submitted monthly and shall be accompanied by a progress report, detailed invoices and receipts, if applicable. Any requests for payment shall include, as a minimum, a narrative description of the tasks accomplished during the billing period, a listing of any Deliverables submitted, and copies of any Subconsultants’ requests for payment, plus similar narrative and listings of Deliverables associated with their Work. Payment for services negotiated as a lump sum shall be made in accordance with the percentage of work completed during the preceding month.

Services negotiated as a not-to-exceed fee will be paid in accordance with the work effort expended on that service during the preceding month using the rates included in Exhibit A.

4.2.2 The fees for the CMAR and any Subconsultants shall be based upon the hourly rate schedule included as

Exhibit A attached.

4.2.3 The CMAR agrees that no charges or claims for costs or damages of any type shall be made by it for any delays or hindrances beyond the reasonable control of the City during the progress of any portion of the services specified in this Contract. Such delays or hindrances, if any, shall be solely compensated for by an extension of time for such reasonable period as may be mutually agreed between the parties. It is understood and agreed, however, that permitting the CMAR to proceed to complete any services, in whole or in part after the date to which the time of completion may have been extended, shall in no way act as a waiver on the part of the City of any of its legal rights herein.

4.2.4 No compensation to the CMAR shall be allowed contrary to Article I, Chapter I, Title 34 of the Arizona

Revised Statutes.

4.2.5 If any service(s) executed by the CMAR is abandoned or suspended in whole or in part, for a period of more than 180 days through no fault of the CMAR, the CMAR is to be paid for the services performed prior to the abandonment or suspension.

4.2.6 The provisions of A.R.S. Section 41-2577, which are incorporated herein by reference, shall apply to all payments under this Contract.

4.3 ADDITIONAL DESIGN PHASE SERVICES

This section not used.

ARTICLE 5 – CITY'S RESPONSIBILITIES

5.1 The City, at no cost to the CMAR, will furnish the following information:

5.1.1 One copy of data the City determines pertinent to the work. However, the CMAR shall be responsible for searching the records and requesting information it deems reasonably required for the Project.

5.1.2 All available data and information pertaining to relevant policies, standards, criteria, studies, etc.

5.1.3 The name of the City employee or City’s representative who will serve as the Project Manager during the term of this Contract. The Project Manager has the authority to administer this Contract and will monitor the CMAR’s compliance with all terms and conditions stated herein. All requests for information from or decisions by the City on any aspect of the work or Deliverables shall be directed to the Project Manager.

5.2 The City additionally will:

5.2.1 At its discretion, Contract separately with the Design Professional to provide architectural and/or engineering design services for the Project. The scope of services for the Design Professional will be provided to the CMAR for its information. The CMAR shall have no right, to limit or restrict any changes of such services that are otherwise mutually acceptable to the City and Design Professional.

5.2.2 Supply, without charge, all necessary copies of programs, reports, drawings, and specifications reasonably required by the CMAR except for those copies whose cost has been reimbursed by the City.

5.2.3 Provide the CMAR with adequate information in its possession or control regarding the City’s requirements for the Project.

5.2.4 Give prompt written notice to the CMAR when the City becomes aware of any default or defect in the Project or non-conformance with the Drawings and Specifications.

5.2.5 Notify the CMAR of changes affecting the budget allocations.

5.3 The City’s Project Manager shall have authority to approve the Project Budget and Project Schedule, and render decisions and furnish information the Project Manager deems appropriate to the CMAR.

ARTICLE 6 – CONTRACT CONDITIONS

6.1 PROJECT DOCUMENTS AND COPYRIGHTS

6.1.1 All work products (electronically or manually generated) including but not limited to plans, specifications, cost estimates, tracings, studies, design analyses, original mylar drawings, computer aided drafting and design (CADD) file diskettes which reflect all final drawings, and other related products which are prepared in the performance of this Contract are the property of the CITY and are to be delivered to the CITY before the final payment is made to the CMAR. The CITY shall retain ownership of these original drawings; the CMAR may retain a reproducible mylar. He/she shall endorse by his/her professional seal all plans and special provisions furnished by him/her. In the event these documents are used for another project without further consultations with the CMAR, the CITY agrees to indemnify and hold the CMAR harmless from any claim arising from the reuse of the documents. The CITY shall remove the CMAR seal and title block from any such documents.

6.1.2 The copyrights, patents, trade secrets or other intellectual property rights associated with the ideas, concepts, techniques, inventions, processes or works of authorship developed or created by the CMAR, its Subconsultants or personnel, during the course of performing this Contract or arising out of the Project will belong to the CMAR.

6.1.3 The CMAR hereby grants, and shall require its Subconsultants to grant, a license to the City, its agents, employees, and representatives for an indefinite period of time to reasonably use, make copies, and distribute as appropriate the Project Documents, works or Deliverables developed or created for the Project and this Contract. This license shall also include the making of derivative works. In the event that the derivative works require the City to alter or modify the Project Documents, then paragraph 6.1.1 applies.

6.1.4 When applicable and required by state law, the CMAR and its Subconsultants shall endorse by an Arizona professional seal all drawings, works, and Deliverables prepared by them for this Contract.

6.2 COMPLETENESS AND ACCURACY OF CMAR'S WORK

The CMAR shall be responsible for the completeness and accuracy of its reviews, reports, supporting data, and other design phase Deliverables prepared or compiled pursuant to its obligations under this Contract and shall at its sole own expense correct its work or Deliverables. Any damage incurred by the City as a result of additional construction cost caused by such willful or negligent errors, omissions or acts shall be chargeable to the CMAR Contingency within the GMP to the extent that such willful or negligent errors, omissions and acts fall below the standard of care and skill that a professional CMAR in Arizona would exercise under…