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HomeMy WebLinkAboutResolutions - 2004.11.18 - 27631November 9, 2004 REPORT (misc. 104332) BY: Planning and Building Committee, Charles Palmer, Chairperson RE: FACILITIES MANAGEMENT/FACILITIES ENGINEERING — AWARDS OF CONTRACT — ARCHITECT/ENGINEER AND CONSTRUCTION MANAGEMENT SERVICES FOR CMH RENOVATION — SHERIFF'S ADMINISTRATION PROJECT TO: THE OAKLAND COUNTY FINANCE COMMITTEE Chairperson, Ladies and Gentlemen: The Planning and Building Committee, having reviewed the contract agreements for architect/engineer services and construction management services for the above referenced project on November 9. 2004, reports with the recommendation that the contracts be awarded to: 1. Landmark Design Group PC of Grand Rapids, Michigan for architect/engineering services in the amount of $425,600 plus estimated reimbursable costs at $3,000 for a total of $428,600. G.W. Auch Company of Pontiac, Michigan for construction management services in the amount of $524,973 including reimbursables. Chairperson, on behalf of the Planning and Building Committee, I submit the foregoing report. Planning and Building Committee Planning & Building Committee vote: Motion carried on a unanimous roll call vote with Coleman and Coulter absent 4 MISCELLANEOUS RESOLUTION #4433.2 November 18, 2004 BY: FINANCE COMMITTEE, CHUCK MOSS, CHAIRPERSON IN RE: FACILITIES MANAGEMENT/FACILITIES ENGINEERING - AWARDS OF CONTRACT - ARCHITECT/ENGINEER AND CONSTRUCTION MANAGEMENT SERVICES FOR CMH RENOVATION - SHERIFF'S ADMINISTRATION PROJECT TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: WHEREAS the FY 2005 Capital Improvement Program identifies the Community Mental Health (CMH) Renovation - Sheriff's Administration Project; and WHEREAS total project costs are estimated at $8,900,000 and are included in the FY 2005 Capital Improvement Program with $6,400,000 allocated for construction and $2,500,000 for design, furnishings and contingencies; and WHEREAS on September 28, 2004 the Planning & Building Committee authorized Facilities Management, with assistance from Corporation Counsel, to negotiate contracts with Landmark Design Group PC of Grand Rapids, Michigan for architectural/engineering services and with G.W. Auch Company of Pontiac, Michigan for construction management services for the CMH Renovation - Sheriff's Administration Project; and WHEREAS negotiations have been concluded with both firms; and WHEREAS Facilities Management recommends the County enter into a contract with Landmark Design Group PC of Grand Rapids, Michigan in the amount of $428,600 for architectural/engineering services and with G.W. Auch Company of Pontiac, Michigan in the amount of $524,973 for construction management services for the CMH Renovation - Sheriff's Administration Project; and WHEREAS funding for these contracts is available for transfer from the FY 2005 Capital Improvement Program/Building Improvement Fund (#401) to the Project Work Order Fund (#404) for the CMH Renovation - Sheriff's Administration Project (C-037). NOW THEREFORE BE IT RESOLVED that the Board of Commissioners authorizes an award of contract to Landmark Design Group PC of Grand Rapids, Michigan for architectural/engineering services in the amount of $428,600 for the CMH Renovation - Sheriff's Administration Project. BE IT FURTHER RESOLVED that the Board of Commissioners authorizes an award of contract to G.W. Auch Company of Pontiac, Michigan for construction management services in the amount of $524,973 for the CMH Renovation - Sheriff's Administration Project. BE IT FURTHER RESOLVED that the Board of Commissioners authorizes transfer of funding in the amount of $953,573 for both contracts from the Capital Improvement Program/Building Fund (#401) to the Project Work Order Fund (#404) for the CMH Renovation - Sheriff's Administration Project. BE IT FURTHER RESOLVED that the FY 2005 Budget is amended as follows: Building Improvement Fund #401 3-14-310006-98404-8001 Operating Transfer Out ($953,573) Project Work Order Fund #404 3-14-310007-98401-1701 Operating Transfer In 953,573 (project/project detail 080373/99) $ -0- FINANCE COMMITTEE Motion carried unanimously on a roil call vote. BE IT FURTHER RESOLVED that the Chairperson of the Board of Commissioners is hereby authorized and directed to execute contracts with Landmark Design Group PC of Grand Rapids, Michigan and G.W. Auch Company of Pontiac, Michigan on behalf of the County of Oakland. BE IT FURTHER RESOLVED that the Department of Facilities Management, Facilities Engineering shall notify the selected vendors of this award, in writing, no later than ten (10) days after adoption of this resolution. The award will not be effective until the selected vendors have been notified. Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing resolution. FINANCE COMMITTEE TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT AGREEMENT made as of the 18th of November, 2004 BETWEEN THE OWNER: County of Oakland, a Michigan Constitutional Corporation 1200 N. Telegraph Rd., Pontiac, Michigan 48341, AND THE ARCHITECT: Landmark Design Group, P.C., 6139 Tahoe SE, Grand Rapids, Michigan 49546, For the Following Project: Community Mental Health Renovations — Sheriff's Administration as described in Owner's Request for Qualifications, dated June 25, 2004. Landmark agrees and understands that as a material condition and inducement for Owner entering into this Agreement, Landmark agrees to enter into a contract for consultation services with Gus Harrison, Inc., for consultation services throughout the entire course of this Agreement. Said contract will impose liquidated damages against Gus Harrison, Inc. should Gus Harrison, Inc. breach the consultation contract with Landmark, whether for cause or without cause, except for health incapacitation or death. Said liquidated damages shall be in amount sufficient to assure continued consultation services from Gus Harrison, Inc., but in no event shall they be less than Fifty Thousand Dollars ($50,000.00). The officers of Gus Harrison, Inc. shall separately guarantee said liquidated damages individually, in writing. Said contract and the liquidated damage guarantees shall be in a form that is satisfactory to the Owner, and shall include a provision that Gus Harrison, individually, may not cease employment with Gus Harrison, Inc., or transfer his ownership of any of his assets in Gus Harrison, Inc. during the course of this Agreement. Landmark further understands and agrees that if Gus Harrison, Inc. ceases to be a consultant under this Agreement, through any act or actions initiated by Landmark, such an event will be considered a material breach of this Agreement, and this Agreement will terminate. Upon such a termination, the plans and drawings generated by Landmark will become the property of Owner. A termination event will not be triggered by a breach of the Consultation Contract by Gus Harrison, Inc., which is not precipitated by Landmark, as long as Landmark pursues its remedies against Gus Harrison, Inc., in a manner sufficient to insure the reasonable possibility of recovery against Gus Harrison, Inc. Failure of Landmark to pursue its remedies against Gus Harrison, Inc., will be considered to be a material breach of this Agreement. Landmark agrees to be solely liable and responsible for any fees claimed by Gus Harrison or Gus Harrison, Inc., for services rendered and/or expenses attendant to the contract for Consultation services, and to hold harmless and indemnify Owner against any claims by Gus Harrison, Inc., for remuneration for any such services or expenses. The project consists of renovation of this office building at 38 East, 1200 Telegraph Road, Pontiac, MI 48341 currently known as the Community Mental Health Building. Oakland County plans to undertake an extensive remodeling effort of the building including new mechanical HVAC equipment, fire protection system, converting steam to hot water and replacing a cooling tower. Electrical equipment will be upgraded and state-of-the-art security system added. Ceilings and concrete masonry partition will be removed, exterior doors and glazing units replaced and reconfiguration of the parking lot. Revised 11/01/04 Page 1 of 18 The Owner and Architect agree as set forth below. ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Architect's services consist of those services performed by the Architect, Architect's employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 13. 1.1.2 The Architect's services shall be provided to the Owner through the Owner's representatives as set forth in paragraph 5.3. The Owner's representatives shall have the authority to direct the Architect in performance of its services. 1.1.3 The Architect's services shall be provided in conjunction with the services of a Construction Manager as described in the American Institute of Architects (AIA) Document A131/CMa, Form of Agreement Between Owner and Construction Manager, 1994 Edition. 1.1.4 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Work. The Architect shall submit for the Owner's approval and the Construction Manager's information a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's and Construction Manager's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.1.5 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 12.5.1. 1.1.5 In performing services under this agreement, the Architect shall exercise that degree of professional skill and care normally and customarily exercised by architectural firms of comparable size, experience and ability, handling projects similar in nature and complexity as the project covered by this Agreement. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2.1.1 The Architect's Basic Services consist of those described in Paragraphs 2.2. through 2.6 and any other services identified in Article 13 as part of Basic Services, and include normal architectural, including interior design structural, mechanical, electrical, security civil engineering, and landscaping services. The electrical engineering services shall include infrastructure for telephone and data communications, but exclude design of the telephone and data communication systems. 2.1.2 From the start of the project through the completion of Construction Documents, the Architect shall provide written minutes of all meetings between Owner, Architect and Construction Manager, and all meetings between Architect and the Construction Manager and between Architect and Owner's User Department. A draft of these minutes shall be provided to Owner and all other participants, in a timely manner, with comments incorporated prior to publication either in written form or via e-mail. Revised 11/01/04 Page 2 of 18 2.1.3 Interior design which shall be limited to window treatment and furniture space planning, with the Owner providing inventory of existing furniture and specifications for and installation of new and reusable furniture. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall review, verify and modify the program, and schedule and review preliminary construction cost estimate furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. The services provided hereunder by the Architect are based upon and shall be performed by the Architect in accordance with the Request for Qualifications (RFQ) by Oakland County, June 25, 2004 with Addendum 1, July 22, 2004 and the Harrison/Landmark "Architect/Engineer Services" qualifications submittal, July 26, 2004 Harrison/Landmark fee proposal letter, August 19, 2004, and "Owner's Design Criteria". The Architect agrees that Building 38 East is a special use building, which serves as facilities from which to conduct public business and as such, is subject to state codes, and other regulations, which must be considered in the design and construction of the program. The Program shall be the Oakland County User Group Space Program by Giffels Associates, Inc. September 2, 1999 which shall be reviewed and verified with the Owner prior to commencement of schematic design work. In the event of a conflict between the RFQ and Addendum, the Program, the Harrison/Landmark qualifications and proposal, and this Agreement, the provisions of this Agreement shall control. 2.2.2 The Architect shall review with the Owner and Construction Manager alternative approaches to design and construction of the Project. 2.2.3 The Architect shall apply for, and obtain with the Owner's assistance approvals of drawings and specifications from public agencies having jurisdiction over the property or project, including revision of those documents required by the agencies. The Architect shall attend hearings and meetings necessary to achieve these requirements. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project component. 2.2.5 At intervals appropriate to the progress of the Schematic Design Phase and mutually agreeable to the Owner, Construction Manager and Architect, the Architect shall provide schematic design studies for the Owner's review and the Construction Manager's information. 2.2.6 In the further development of the drawings and specifications during this and subsequent phases of design, the Architect shall be entitled to assume the accuracy of the estimates of Construction Cost which are to be provided by the Construction Manager under the Construction Manager's agreement with the Owner. 2.2.7 Upon completion of the Schematic Design Phase, the Architect shall provide drawings, including any necessary renderings, outline specifications, and other documents for the Owner's approval and the Construction Manager's information. 2.2.8 The project will be bid utilizing several bid packages and constructed in a normal sequence as determined by the Construction Manager. Revised 11/01/04 Page 3 of 18 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Architect shall prepare Design Development Documents for the Construction Manager's review and the Owner's approval. The Design Development Documents shall be based upon data and estimates prepared by the Construction Manager and shall consist of drawings and other documents that establish and describe the size and character of the Project as to architectural, structural, mechanical, electrical, and civil systems, materials and such other elements as may be appropriate. 2.3.2 At intervals mutually agreeable to the Owner, Construction Manager and Architect, the Architect shall provide drawings and other documents which depict the current status of design development for the Owner's review and the Construction Manager's information. 2.3.3 Resolve all problems, conflicts, defects or deficiencies identified during the review and evaluation of the preliminary design drawings. 2.3.4 The Architect shall provide bid documents for selective demolition by the Construction Manager. 2.3.5 Upon completion of the Design Development Phase, the Architect shall provide drawings, outline specifications and other documents for the Owner's approval and the Construction Manager's information. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any further adjustments authorized by the Owner in the scope or quality of the Project or in the construction budget, the Architect, utilizing data and estimates prepared by the Construction Manager, shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the Project. 2.4.2 At intervals mutually agreeable to the Owner, Construction Manager and Architect, the Architect shall provide Drawings and Specifications for the Owner's and the Construction Manager's review. 2.4.3 The Architect shall provide to the Construction Manager approved drawings and specifications necessary to secure project permits required by governmental authorities having jurisdiction over the Project. 2.4.4 After the Architect's receipt and review of any comments from the Owner and the Construction Manager, if any, the Architect shall prepare final Construction Documents which detail the Work within the budgeted Total Project Construction Cost, if and as adjusted. At the time final Construction Documents are provided to the Owner for the Owner's final review, the Architect shall notify the Owner in writing of any comments of the Owner and Construction Manager which have not been incorporated into the final Construction Documents. 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the Construction Manager's latest estimate of Construction Cost, shall assist the Construction Manager in obtaining bids or negotiated proposals and assist in preparing contracts for construction. Revised 11/01/04 Page 4 of 18 2.5.2 The Architect shall assist the Owner and Construction Manager in the preparation of the necessary bidding information, and bidding forms. The Architect shall assist the Construction Manager in issuing bidding documents to bidders and conducting pre-bid conferences with prospective bidders. The Architect, with the assistance of the Construction Manager, shall respond to questions from bidders, and shall issue addenda. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for construction and terminates 120 days after the issuance to the Owner of the final Project Certificate for Payment. 2.6.2 The Architect shall provide administration of the Contract for construction in cooperation with the Construction Manager as set forth below and in the AIA Document A201 General Conditions of the Contract for Construction, 1997 Edition, including Section 00800, and Supplementary Conditions. 2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect. 2.6.4 The Architect shall visit the site at intervals appropriate to the stage of construction, at least twice per month, or as otherwise agreed by the Owner and Architect in writing to become generally familiar with the progress and quality of the Work completed and to determine in general if the Work is being performed in a manner indicating that the Work when completed will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of on-site observations as an architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall endeavor to guard the Owner against defects and deficiencies in the Work. (More extensive site representation may be agreed to as an Additional Service, as described in Paragraph 4.3) 2.6.5 The Architect shall not have control over, or charge, of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are the Contractor's responsibility under the Contract for Construction. The Architect shall not be responsible for the Construction Manager's schedules or failure to carry out the Work in accordance with the Contract Documents. The Architect shall not be responsible for the performance by the Construction Manager of the services required by the Construction Manager's agreement with the Owner. The Architect shall not have control over or charge of acts or omissions of the Construction Manager, subcontractors, or their agents or employees, or of any other persons performing services or portions of the Work. 2.6.6 The Architect shall at all times have access to the Work whether it is in preparation or progress. 2.6.7 Communications by and with the Architect's consultants shall be primarily through the Architect. 2.6.8 The Applications for payment submitted by the Construction Manager shall be reviewed by the Architect for review prior to being forwarded to the Owner's project representative. All final certifications for payment shall be made by the Owner with comment and recommendation of the Architect. Revised 11/01/04 Page 5 of 18 2.6.9 The Architect shall advise the Owner of work which does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable for implementation of the intent of the Contract Documents, the Architect will request the Owner to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. 2.6.10 The Architect shall review and approve or take other appropriate action upon contractor's submittals such as Requests for Information (RFD, Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given in the Contract Documents. The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Construction Manager's Work or in construction by the Owner's own forces, while allowing sufficient time in the Architect's professional judgment to permit adequate review. The Architect shall use its best professional judgment in reviewing all submittals for accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems designed by the contractors, all of which remain the responsibility of the contractors to the extent required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When Architect certification of performance characteristics of materials, systems or equipment is required by the Contract Document, the Architect shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6.11 The Architect shall review Change Orders prepared by the Owner and shall prepare and sign Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. 2.6.12 The Architect may authorize minor changes in Work not involving an adjustment in a Contract Sum or an extension of a Contract Time which are not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order issued through the Construction Manager. 2.6.13 The Architect, assisted by the Construction Manager and Owner, shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion. The Architect shall forward to the Owner warranties and similar submittals required by the Contract Documents which have been received from the Construction Manager. The Architect shall issue a final Project Certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.14 The Architect shall advise the Owner on matters of aesthetic effect. 2.6.15 The Architect shall upon request render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the Work as provided in the Contract Documents. 2.6.16 The Architect's decisions on claims, disputes or other matters, including those in question between the Owner and Construction Manager, except for those relating to aesthetic effect as provided in Subparagraph 2.6.14, shall be subject to dispute resolution as provided in this Agreement and in the Contract Documents. Revised 11/01/04 Page 6 of 18 ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 2 & 12 and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The services described under Paragraphs 3.2, 3.3 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. 3.1.2 The Cost of all Additional Services shall be mutually agreed upon by Owner and Architect in writing prior to commencement of those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subparagraph 2.6.4 is required, the Architect shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefore as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement, unless otherwise agreed. 3.2.3 Through the observations by such Project Representatives, the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work, but the furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. 3.3 ADDITIONAL SERVICES 3.3.1 Making revisions in Drawings, Specifications, or other documents when such revisions are: 1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project Budget: 2. requested by the Owner because the Construction Manager's estimate of Construction Cost exceeds the Owner's budget, except where such excess is due to changes initiated by the Architect in scope, capacities of basic systems, or the kinds and quality of materials, finishes or equipment: 3. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; or 4. due to changes required as a result of the Owner's failure to render decisions in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, changes in size, quality, complexity, the Owner's or Construction Manager's schedule, or the method of bidding or negotiating and contracting for construction, except for services required under Subparagraph 6.1.3 Revised 11/01/04 Page 7 of 18 3.3.3 Preparing Drawings, Specification and other documentation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives. The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Contractor's Work or in construction by the Owner's own forces, while allowing sufficient time in the Architect's professional judgment to permit adequate review. 3.3.4 Providing services in connection with evaluating substitutions proposed by contractors and making subsequent revisions to Drawings, Specifications and other documentation resulting there from. 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such Work. 3.3.6 Providing services made necessary by the termination or default of the Construction Manager or a contractor, by major defects or deficiencies in the Work of a contractor, or by failure of performance of either the Owner or a contractor under a contract for construction. 3.3.7 Providing services in evaluating an extensive number of claims submitted by a Contractor or others in connection with the Work. 3.3.8 Providing services in connection with a dispute resolution proceeding or legal proceeding except where the Architect is party thereto. 3.3.9 Preparing documents for major alternate bids or providing services in connection with bidding, negotiation or construction prior to the completion of the Construction Documents Phase. 3.3.10 Providing analysis of the Owner's needs and programming the requirements of the Project, if the program verification obligation of the Architect results in the need for substantial revisions to the program. 3.3.11 Providing financial feasibility or other special studies. 3.3.12 Providing planning surveys, site evaluations or comparative studies of prospective sites. 3.3.13 Providing special surveys, and environmental studies 3.3.14 Providing services relative to future facilities, systems, and equipment. 3.3.15 Providing coordination of construction performed by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3.3.16 Not used. 3.3.17 Providing estimates of Construction Cost. 3.3.18 Providing detailed quantity surveys or inventories of material and equipment. 3.3.19 Providing analyses of owning and operating costs. Revised 11/01/04 Page 8 of 18 3.3.20 Not used. 3.3.21 Not used. 3.3.22 Providing services after issuance to the Owner of the final Project Certificate for Payment or in the absence of a final Project Certificate for Payment, more than 120 days after the date of Substantial Completion of the Work. 3.3.23 Providing services of consultants for other than normal architectural, including interior design, structural, mechanical, electrical, security, civil engineering and landscape portions of the Project provided as a part of Basic Services. 3.3.24 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 4 OWNER'S RESPONSIBILITES 4.1 The Owner shall provide information regarding requirements for the Project, including any available program information which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. 4.2 The Owner shall establish and update an overall budget for the Project based on consultation with the Construction Manager and the Architect, which shall include the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 The Owner's representative authorized to act on the Owner's behalf with respect to the Project is the Department of Facilities Management, the Facilities Engineering Division. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 4.4 The Owner shall retain a Construction Manager to administer the Project. The Construction Manager's services, duties and responsibilities will be as described in, including revisions, the edition of AIA Document A131/CMc, 1994 Edition, Form of Agreement Between Owner and Construction Manager. The Architect shall not be responsible for actions taken by the Construction Manager. 4.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, The surveys shall include as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures, adjacent drainage; rights-of-way, restrictions, easements, encroachments, zonings, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining 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. 4.6 The Owner shall furnish the services of geotechnical engineers when such services are reasonably required by the scope of the Project and are requested by the Architect. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, and ground corrosion and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate Architect recommendations. Revised 11/01/04 Page 9 of 18 4.8 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Architect. 4.9 The Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and other laboratory and environmental tests, inspections and reports required by law. Architect shall advise Owner of tests, inspections and reports which may be required to verify Contractor's compliance with requirements of the law. 4.10 The Owner shall furnish all legal, accounting and insurance services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Construction Manager's Application for Payment or to ascertain how or for what purposes the Construction Manager has used the money paid by or on behalf of the Owner. (except not legal accounting and insurance for the direct benefit of the Architect). 4.11 The services, information, surveys and reports required by Paragraphs 4.6 through 4.10 shall be furnished by the Owners consultants at the Owner's expense. This information shall assume to have been prepared using the consultant's best professional judgment, and the Architect shall be entitled to rely upon the information provided 4.12 Prompt written notice shall be given by the Owner to the Architect and Construction Manager if the Owner becomes aware of any fault or defect in the Project or non-conformance with the Contract Documents. 4.13 Not used. 4.14 The Owner shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the Architect's services and Work of the Contractor. 4.15 The Owner at its discretion may furnish the Architect copies of written communications with the Construction Manager and contractors. ARTICLE 5 CONSTRUCTION COST 5.1 RESPONSIBILITY FOR CONSTRUCTION COST 5.1.1 The Architect's review of the Owner's Project budget and of preliminary estimates of Construction Cost or detailed estimates of Construction Cost prepared by the Construction Manager is solely for the Architect's guidance in the Architect's preparation of the Construction Documents. Accordingly, the Architect cannot and does not warrant the accuracy of the estimates of the Construction Manager, or warrant or represent that bids of negotiated prices will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation reviewed by the Architect. 5.1.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement. 5.1.3 In the event that the Construction Manager's estimate or the lowest bona fide bid or negotiated proposal received by the Owner exceeds the Owner's budget for reasons other than those described in Paragraph 4.3, of AIA Document A131/CMc, as modified in the Agreement between the Owner and the Construction Manager, the modification of Contract Documents shall be the limit of the Architect's responsibility. Revised 11/01/04 Page 10 of 18 ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCMENTS 6.1 Electronic copies of all computer aided design drawings and specifications requested to date, and computations, test data, photographs, program documents, renderings, models, correspondence, internal memoranda, work product of Architect's consultants (the "Work Product") shall be provided and shall become the property of Owner upon payment to Architect for the services rendered hereunder. If the Owner allows a third party to use such Documents, then Owner agrees to require any third parties using said Documents to acknowledge that Architect, its agents, representatives and employees have no liability or responsibility with regard to the use of said Documents. 6.2 Given possible future changes in computer technology, the Owner acknowledges and agrees that there is no assurance that it will be able to access the transmitted magnetic information using existing software and/or hardware for the indefinite future and the Owner expressly assumes all responsibility for maintaining appropriate computer software and/or hardware to enable it to access the transmitted information, in light of any changes in such technology. ARTICLE 7 DISPUTE RESOLUTION 7.1 Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or the Project, shall be decided as set forth in Paragraph 7.2, 7.3 and 7.4 below. 7.2 NON-BINDING FACILITATION The parties necessary to a complete resolution of the dispute shall submit their claim, dispute or other matters in question to a neutral Facilitator selected by the parties to the dispute who will assist in the resolution of the dispute. 7.2.1 Facilitation is defined as: A process to reconcile conflicting parties and settle disputes. 7.3 NON-BINDING MEDIATION If the parties are unable to settle their claims through facilitation, they shall participate in non-binding mediation. The mediation shall be conducted pursuant to the provisions of the Michigan Court Rules. The mediation shall be without sanctions. The parties shall select the individual mediators and agree upon compensation. 7.4 OTHER REMEDIES AT LAW OR EQUITY In the event that the parties are unable to settle their dispute through the Facilitation pursuant to Paragraph 7.2 or Mediation pursuant to 7.3, then the parties shall have ail remedies available at law and/or equity. 7.5 This Construction shall be governed, interpreted, and enforced by the laws of the State of Michigan. Jurisdiction and venue shall be in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as appropriate, unless otherwise required by law or court rule. Each party waives any objection it might have to jurisdiction or venue as stated above. The choice of forum set forth above shall not be deemed to preclude the enforcement of any judgment obtained in such forum or taking action under this Contraction to enforce such judgment in any appropriate jurisdiction. Revised 11/01/04 Page 11 of 18 ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT 8.1 This Agreement may be terminated by either party upon not less than 30 days written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. 8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Architect's services. 8.3 This Agreement may be terminated by the Owner upon not less than seven days written notice to the Architect in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Architect may terminate this Agreement by giving written notice. 8.4 If the Owner fails to make payment when due the Architect for services and expenses, the Architect may, upon 45 days written notice to the Owner, suspend performance of services under this Agreement. In the event of a dispute with respect to the amount due the Architect for service and expenses, Architect shall resume performance upon payment by Owner of the amount not in dispute and payment into an interest bearing escrow account of the amount which is being disputed. 8.5 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due. ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Unless otherwise provided, this Agreement shall be governed by the laws of the State of Michigan. 9.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201, General Conditions of the Contract for Construction 1997 edition. 9.3 The Owner and Architect retain all rights against each other and against the Construction Manager, contractors, consultants, agents and employees of any of them for damages. Owner may assign this Agreement to any affiliated party provided that Owner shall nevertheless continue to be responsible for payment of all Basic Services and Additional Services incurred through the date of said assignment. In the event that Architect is in default under this Agreement and does not cure any such default within 30 days notice of such default, Owner shall have the option of using Architect's successors or assigns or may replace such successors or assigns with a substitute Architect. 9.4 The Owner and Architect, respectively, bind themselves, their partner's successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor Architect shall assign this Agreement without the written consent of the other. 9.5 This Agreement represents the entire and integrated agreement between the Owner and Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. Revised 11/01/04 Page 12 of 18 9.6 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. 9.7 The Architect shall immediately notify the Owner both orally and in writing of the presence and location of any environmental contamination of the Site of which it becomes aware or reasonably should become aware, including but not limited to Hazardous Substances and petroleum releases. 9.8 The Architect will have the right to include among the Architect's promotional and Architect materials, representations of the Schematic Floor Plan of the Project including photographs of the exterior and those sections of the interior that the Owner approves and which do not divulge the security interests of the Owner. The Architect's materials shall not include the Owner's confidential or propriety information. Upon request the Owner will advise the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner will provide professional credit for the Architect on the construction sign and in the promotional materials for the Project. 9.9 The Architect agrees to indemnify, protect, defend and hold harmless the Owner, its affiliates and the Owner's Representative and their respective officers, directors and employees (collectively "Indemnities") against and from all claims, damages, losses, liens, causes of action, suits, judgments and expenses, including reasonable attorney fees of any kind or description (collectively "Liabilities") directly resulting from or arising out of negligent acts, errors or omissions in the Architect services provided to the Owner pursuant to this Agreement. 9.10 No consent or waiver, express or implied, by either party to this Agreement to or of any breach of default by the other in the performance of any obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach of default by such party hereunder. Failure on the part of any party hereto to complain of any act or failure to act of the other party or to declare the other party in default hereunder, irrespective of how long such failure continues, shall not constitute a waiver of the rights of such party hereunder. Inspection by, payment by, or tentative approval or acceptance by Owner or the failure of Owner to perform any inspection hereunder shall not constitute a final acceptance of the Work or any part thereof and shall not release Architect of any of its obligations hereunder. 9.11 The Architect agrees, at no cost to the Owner to obtain and will maintain for the life of this contract the following insurance coverage's. The insurance carrier(s) must be admitted to do business in the State of Michigan and subject to the approval of the County. Certificates of Insurance must provide for 30 days notice of cancellation or material changes. Certificates must be provided to the County 10 days prior to the effective date of the contract. Architect states that no insured, and/or his predecessor(s) in business has/have knowledge of any pending claim under these policies other than those disclosed in writing to Owner. Limits 1. Commercial General Liability Insurance equivalent to ISO $1,000,000 per occurrence Form CG00010798 or the following as minimum requirements: $2,000,000 annual Aggregate a) Products and completed operations b) Broad form property damage c) Premises/Operations d) Independent contractors Revised 11/01/04 Page 13 of 18 e) (Blanket) Broad form contractual as applies to this contract f) Personal injury — delete contractual exclusion "A" and employee exclusion "C" g) Additional insured — Oakland County, Oakland County employees and appointed and elected officials and their agents 2. Umbrella Liability $1,000,000 3. Worker's Compensation as required by law a) Employer's Liability $100,000 Automobile Liability, including hired and leased $500,000 per Accident 4. Vehicles, owned and non-owned autos. a) No-fault 5. Professional Liability-Errors & Omissions coverage $1,000,000 per claim $2,000,000 aggregate The Architect shall carry such Professional Liability Insurance as will adequately protect the Architect against claims, which may arise out of its professional liability. The Architect's Professional Liability insurance coverage shall be maintained for a period of 2 years past project completion. Such insurance policy shall be available for the inspection of the contractor, who shall receive at least 30 days' notice by prior to its cancellation. Coverage's and limits are also subject to the approval of Oakland County as to conformity with contract requirements. All Certificates of Insurance and duplicate policies of an outsider, vendor, or contractor, will contain the following clauses: A. "Underwriters will have no right of recovery or subrogation against the County of Oakland including its agents and agencies, it being the intention of the parties that the insurance policy so affected will protect both parties in primary coverage for any and all losses covered by the subject policy." B. "Any and all deductibles in the above described insurance policies will be assumed by and be for the account of and at the sole risk of the contractor." C. "The term "insured" is used severally, not collectively, but the inclusion in this policy of more than one insured will not operate to increase the limit of the County's liability." 9.12 In connection with the performance of work under this Contract, the Architect agrees not to discriminate against any employee or application for employment because of sex, race, religion, color, natural origin or handicap. The aforesaid provision shall include but not be limited to: recruitment or recruitment advertising, employment upgrading, demotion or transfer; lay-off and selection for training including apprenticeship; in accordance with rules and regulations promulgated by the Federal (Compliance Responsibility for Equal Opportunity-Chapter 60,60-1, 4, No.1-7) and State (Standards and Procedures for Executive Direction 1975-6, Section II-C, and V-A & B) Agencies and related Federal and State laws and regulations. Revised 11/01/04 Page 14 of 18 9.13 Architect shall not be relieved of its Architect responsibilities and duties under this Agreement as a result of receipt Owner's consent, approval or certification of any items or document except to the extent that Owner, in its written consent, approval or certification, relieves Architect of a specific responsibility or duty under this Agreement. ARTICLE 10 PAYMENTS TO THE ARCHITECT 10.1 REIMBURSABLES EXPENSES 10.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and consultants in the interest of the Project, as identified in the following Clauses. 10.1.1 Fees paid for securing approval of authorities having jurisdiction over the Project. 10.1.2 Architect will be reimbursed on a cost plus 10% basis for reproduction of plans, specifications and other related material, expedited delivery services, computer plotting, and professionally produced models. 10.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 10.1.4 Expense of models and mock-ups requested by the Owner. 10.2 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.2.1 An initial payment as set forth in Paragraph 11.1 is the minimum payment under this Agreement. 10.2.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to the percentage of completion of services to be performed within each phase of service, on the basis set forth in Subparagraph 11.2.2., except that for the Construction Phase of the Contract, payment shall be made based on the percent of construction completed. 10.2.3 If and to the extent that the time initially established in Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Subparagraph 11.3.2. 10.2.4 For any portions of the Project that are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Subparagraph 11.2.2, based on (1) the lowest bona fide bids or negotiated proposals, or (2) if no such bids or proposals are received, the most recent Control Estimate as defined in A131/CMc, 1994 Edition, prepared by the Construction Manager for such portions of the Project. 10.3 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES AND REIMBURABLES EXPENSES 10.3.1 Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. Revised 11/01/04 Page 15 of 18 10.4 PAYMENTS WITHHELD 10.4.1 No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to Contractors, or on account of the cost of changes in the Work other than those for which the Architect has been found to be negligent. 10.5 ARCHITECT'S ACCOUNTING RECORDS 10.5.1 Records of Reimbursable Expenses and expenses pertaining to Additional Services shall be available to the Owner or the Owner's authorized representative at, mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITIAL PAYMENT of NONE shall be made upon execution of this Agreement and credited to the Owner's account at final payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2 and any other services included in Article 12 as part of Basic Services. Basic Compensation shall be computed as follows: Compensation shall be a stipulated sum fee equal to $425,600 (6.65% of $6,400,000), which assumes the construction cost, excluding hazardous materials abatement plus the Construction Manager compensation equals $6,400,000. 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: Program Verification Phase Schematic Design Phase Design Development Phase Construction Documents Phase Bidding or Negotiation Phase Construction Phase Total Basic Compensation ( 2%) (13%) (15%) Forty Percent (43%) Five Percent ( 5%) Twenty-Five Percent (22%) One Hundred Percent (100%) Two Percent Thirteen Percent Fifteen Percent 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be computed based on the rates listed in Paragraph 11.3.2. 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (1) Additional Project Representation, as described in Paragraph 3.2 and (2) services included in Article 12 as part of Basic Services, but excluding services of consultants, compensation shall be computed as follows: Revised 11/01/04 Page 16 of 18 Design & Program $80.00 per hour Project Architect $80.00 per hour Designers/Architects/CAD Level I $65.00 per hour CAD Level 2 $55.00 per hour Interior Designers $65.00 per hour Clerical $35.00 per hour 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS compensation shall be computed as follows: Project Engineer $80.00 per hour Engineer/Designer/CAD Level I $65.00 per hour CAD Level 2 $55.00 per hour Clerical $35.00 per hour 11.3.4 The Owner shall compensate the Architect for any additional engineering consultant services as part of Additional Services. A multiple of 1.0 times the amounts billed to the Architect for such services shall be paid by the Owner. 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.1, and any other items included in Article 12 as Reimbursable Expenses, a multiple of (1.1) times the expenses incurred by the Architect, the Architect's employees and consultants in the interest of the Project. The total anticipated reimbursable expense is $3,000. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within Seven (7) months of the date thereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.2.3 and 11.3.2. 11.5.2 Payments are due and payable Forty-Five (45) days from the date of the Architect's invoice. Amounts unpaid Sixty (60) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES 12.1 Additional Basic Services as follows: 12.1.1 Provide one set of reproducible and electronic record drawings showing significant changes in the Work made during construction based on mark-up prints, drawings and other data furnished by Contractors. AutoCad 2004 shall be the format of all E-files, and all e-file documents shall comply with the Owners Auto CAD Manual. Revised 11/01/04 Page 17 of 18 12.1.2 Architect's professional consultants shall include: 1) Mechanical & Electrical Engineer Byce & Associates 1400 Michigan Ave. Grand Rapids, MI 49503 2) Civil Engineer Karnak Engineering 23000 Telegraph Road, Ste. #2 Brownstown, MI 48134 This Agreement entered into as of the day and year first written above. OWNER The County of Oakland 1200 N. Telegraph Rd. Pontiac, MI 48341 ARCHITECT Landmark Design Group PC 6139 Tahoe SE, Grand Rapids, MI 49546 By: By: Thomas A. Law, Chairperson Robert VanPutten, President Oakland County Board of Commissioners Landmark Design Group, PC Revised 11/01/04 Page 18 of 18 dayof November AGREEMENT madeasofthe Eighteenth an words, indicate day, month and year) in the year of Two Thousand Four fteie /144) 410 AM Document A131/CMc and AGC Document 566 r 0 3 0410 200i Standard ,Form of Agreement Betweelireg oc,4,0,00; Owner and Construction Manager where the Construction Manager is also THE CONSTRUCTOR; and where the Basis of Payment is the Cost of the Work Plus a Fee and there is no Guarantee of Cost. 1994 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS EVCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION The 1987 Edition of ALA Document A201, General Conditions of the Contract for Construction, 4s referred to herein. This Agreement requires modification if other general conditions are utilized BETWEEN the Owner: (Name and address) and the Construction Manager: (Name and address) The Project is: - (Name, address and briefdescripnon) The Architect is: (Name and address) COUNTY OF OAKLAND A Michigan Constitutional Corporation 1200 N. Telegraph Road Pontiac, MI 48341 GEORGE W. AUCH COMPANY 735 S. Paddock Street, P.O. Box 430719 Pontiac, MI 48341-3241 Project No. COMMUNITY MENTAL HEALTH RENOVATION -- SHERIFF"S ADMINISTRATION Project 04-3 Building 38 East Landmark Design Group P.C. 6139 Tahoe, S.E. Centennial Park Grand Rapids, MI 49546 The Owner and Construction Manager agree as set forth below. Portions of this document are derived from ALA Document A111, Standard Form of Agreement Between the Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee, copyright 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, ©1987 by The American Institute of Archi- teas; other portions are derived from AGC Document 500, ©1980 by The Associated General Contractors of America. Material in this document differ- ing from that found in AIA Document A111 and AGC Document 500 is copyrighted ©1994 by The American Institute of Architects and The Associated General Contractors of America. Reproduction of the material herein or substantial quotation of its provisions without written permission of AIA and AGC violates the copyright laws of the United States and will subject the violator to legal prosecution. AlA DOCUMENT A131/CMc AND AGC DOCUMENT 566 • OWNER-CONSTRUCTION MANAGER AGREEMENT • 1994 EDITION • C1994 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 20006-5292 • AGC * 01994 • THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, NM., WASHINGTON, D.C. 20006 - WARNING: Unlicensed ohntocnnvinn vicilntes U.S. A131/CMc TABLE OF CONTENTS ARTICLE 1 GENERAL PROVISIONS 1.1 Relationship of Parties 1.2 General Conditions 1.3 Contract Sum, Contract Time and Changes in the Work - ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES 2.1 Preconstruction Phase 2.2 Control Estimate and Contract Time 2.3 Construction Phase 2.4 Professional Services 2.5 Unsafe Materials OWNER'S RESPONSIBILITIES Information and Services Owner's Designated Representative Architect Legal Requirements COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 4.1 Compensation 4.2 Payments ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 5.1 Compensation 5.2 Changes in the Work ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE 6.1 Costs To Be Reimbursed 6.2 Costs Not To Be Reimbursed 6.3 Discounts, Rebates and Refunds 6.4 Accounting Records ARTICLE 7 CONSTRUCTION PHASE . ' PAYMENTS 7.1 Progress Payments 7.2 Final Payment ARTICLE 8 INSURANCE AND BONDS 8.1 Insurance Required of the Construction Manager 8.2 Insurance Required of the Owner 8.3 Performance Bond and Payment Bond ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Dispute Resolution for the Preconstruction Phase 9.2 Dispute Resolution for the Construction Phase 9.3 Other Provisions ARTICLE 10 TERMINATION OR SUSPENSION 10.1 Termination Prior to the Owner's Approval of the Control Estimate 10.2 Termination Subsequent to the Owner's Approval of the Control Estimate 10.3 Notice of Termination 10.4 Suspension ARTICLE 11 OTHER CONDITIONS AND SERVICES ARTICLE 3 3.1 3.2 3.3 3.4 ARTICLE 4 AR DOCUMENT A131/CMc AND AGC DOCUMENT 566 • OWNER-CONSTRUCTION MANAGER AGREEMENT • 1994 EDMON ©1994 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 20006-5292 • AGC ©1994 • THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, NW., WASHINGTON, D.0 20006 • A131/CMc STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONSTRUCTION MANAGER WHERE THE CONSTRUCTION MANAGER IS ALSO THE CONSTRUCTOR ARTICLE 1 GENERAL PROVISIONS 1.1 RELATIONSHIP OF PARTIES The Construction Manager accepts the relationship of trust and confidence established with the Owner by this Agreement, and covenants with the Owner to furnish the Construction Man- ager's reasonable skill and judgment and to cooperate with the Architect in furthering the interests of the Owner. The Con- struction Manager shall furnish construction administration and management services and use the Construction Manager's best efforts to perform the Project in art expeditious and economical manner consistent with the interests of the Owner. The Owner shall endeavor to promote harmony and cooperation among the Owner, Architect, Construction Manager and other persons or entities employed by the Owner for the Project, 1.2 GENERAL CONDITIONS *1 For the Construction9Alse, the General Conditions of the Con- tract shall be the 1/A7XEdition of AIA. Document A201, General Conditions of the Contract for Construction, which is incorpo- rated herein by reference and which shall apply except as specif- ically noted in this Agreement. For the Preconstruction Phase, including Preconstruction Phase activities which proceed con- currently with the Construction Phase, AIA Document A201 shall not apply except as specifically provided in this Agreement. Modi- fications of AIA Document A201 by this Agreement shall not apply to Subcontractors except as provided in Paragraph 2.5 of this Agreement. The term "Contractor" as used in AIA Docu- ment A201 shall mean the Construction Manager. 1.3 CONTRACT SUM, CONTRACT TIME AND CHANGES IN THE WORK The Contract Sum is the total Cost of the Work as described in Article 6, plus the Construction Manager's Fee as set forth in Article 5. The Contract Time is the duration from the date of commencement of the Construction Phase until the date of Substantial Completion. Changes in the Work shall be go\i-' erned by Paragraph 5.2 of this Agreement and not by Article 7 of AM. Document A201. If, however, the Contract Time has been established in accordance with Clause 2.2.4.5 of this Agreement, adjustments to the Contract Time shall be made in accordance with Article 7 of .A.IA Document A201. ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager shall perform the services described in this Article. The services to be provided under Paragraphs 2.1 and 2.2 constitute the Preconstruction Phase services. If the Owner and Construction Manager agree, after consultation with the Architect, the Construction Phase may commence before the Preconstruction Phase is completed, in which case both phases will proceed concurrently. 2.1 PRECONSTRUCTION PHASE 2.1.1 PRELIMINARY EVALUATION The Construction Manager shall provide a preliminary evalua- tion of the Owner's program, Project budget and schedule requirements, each in terms of the other. 2.1.2 CONSULTATION The Construction Manager with the Architect shall jointly schedule and attend regular meetings with the Owner and Architect. The Construction Manager shall consult with the Owner and Architect regarding site use and improvements, and the selection of materials, building systems and equip- ment. The Construction Manager shall provide recommenda- tions on construction feasibility; actions designed to minimize adverse effects of labor or material shortages; time require- ments for procurement, installation and construction comple- tion; and factors related to construction cost including estimates of alternative designs or materials, preliminary bud- gets and possible economies. 2.1.3 PRELIMINARY PROJECT SCHEDULE When Project requirements described in Subparagraph 3.1.1 have been sufficiently identified, the Construction Manager shall prepare, and periodically update, a preliminary Project schedule for the Architect's review and the Owner's approval. The Construction Manager shall obtain the Architect's approval of the portion of the preliminary Project schedule relating to the performance of the Architect's services. The Construction Manager shall coordinate and integrate the preliminary Project schedule with the services and activities of the Owner, Archi- tect and Construction Manager. As design proceeds, the pre- liminary Project schedule shall be updated to indicate proposed activity sequences and durations, milestone dates for receipt and approval of pertinent information, submittal of the Control Estimate, preparation and processing of shop drawings and samples, delivery of materials or equipment requiring long-lead time procurement, Owner's occupancy requirements showing portions of the Project having occupancy priority, and estimated date of Substantial Completion. If preliminary Pro- ject schedule updates indicate that previously approved sched- ules may not be met, the Construction Manager shall make appropriate recommendations to the Owner and Architect. 2.1.4 PHASED CONSTRUCTION The Construction Manager shall make recommendations to the Owner and Architect regarding the phased issuance of Drawings and Specifications to facilitate phased construction of the Work, if such phased construction is appropriate for the Project, taking into consideration such factors as economies, time of performance, availability of labor and materials, and provisions for temporary facilities. .F._13171.121,1S_ g4111.44;1.q.11.464.11.=] AK DOCUMENT A131/CMc AND AGC DOCUMENT 566 • OWNER-CONSTRUCTION MANAGER AGREEMENT • 1994 EDITION ©1994 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D C. 20006-5292 • AGC 01994 • THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, NM., WASHINGTON, D.C. 20006 • WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. A131/CMc AGC 566-1994 3 2.1.5 PRELIMINARY COST ESTIMATES 2.1.5.1 When the Owner has sufficiently identified the Project requirements and the Architect has prepared other basic design criteria, the Construction Manager shall prepare, for the review of the Architect and approval of the Owner, a prelimi- nary cost estimate utilizing area, volume or similar conceptual estimating techniques. 2.1.5.2 When Schematic Design Documents have been pre- pared by the Architect and approved by the Owner, the Con- struction Manager shall prepare for the review of the Architect and approval of the Owner, a more detailed estimate with sup- porting data. During the preparation of the Design Develop- ment Documents; the Construction Manager shall update and refine this estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager. 2.1.5.3 When Design Development Documents have been prepared by the Architect and approved by the Owner, the Construction Manager shall prepare a detailed estimate with supporting data for review by the Architect and approval by the Owner. During the preparation of the Construction Docu- ments, the Construction Manager shall update and refine this estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager. 2.1.5.4 If any estimate submitted CO the Owner exceeds previ- ously approved estimates or the Owner's budget, the Con- struction Manager shall make appropriate recommendations to the Owner and Architect. 2.1.6 SUBCONTRACTORS AND SUPPLIERS The Construction Manager shall seek to develop subcontractor interest in the Project and shall furnish to the Owner and Architect for their information a list of possible subcontractors, including suppliers who are to furnish materials or equipment fabricated to a special design, from whom proposals will be requested for each principal portion of the Work. The Archi- tect will promptly reply in writing to the Construction Manager if the Architect or Owner know of any objection to such sub- contractor or supplier. The receipt of such list shall not require the Owner or Architect to investigate the qualifications of pro- posed subcontractors or suppliers, nor shall it waive the right of the Owner or Architect later to object to or reject any pro- posed subcontractor or supplier. 2.1.7 LONG-LEAD TIME ITEMS The Construction Manager shall recommend to the Owner and Architect a schedule for procurement of long-lead time items which will constitute part of the Work as required- to meet the Project schedule. If such long-lead time items are procured by the Owner, they shall be procured on terms and conditions acceptable to the Construction Manager. Upon the Owner's approval of the Control Estimate, all contracts for such items shall be assigned by the Owner to the Construction Manager, who shall accept responsibility for such items as if procured by the Construction Manager. The Construction Manager shall expedite the delivery of long-lead time items. 2.1.8 EXTENT OF RESPONSIBILITY The Construction Manager agrees to exercise reasonable skill and judgment in the preparation of schedules and estimates, but does not warrant or guarantee any schedules or estimates or line items within such estimates, even though approved by the Owner, including the Control Estimate and the estimated date of Substantial Completion, except as otherwise provided under Clause 2.2.4.5. The recommendations and advice of the Construction Manager concerning design alternatives shall be subject to the review and approval of the Owner and the Owner's professional consultants. It is not the Construction Manager's responsibility to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, building codes, rules and regulations. However, if the Constcuction Manager recognizes that portions of the Draw- ings and Specifications are at variance, the Construction Man- ager shall promptly notify the Architect and Owner in writing. 2.1.9 EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION The Construction Manager shall comply with applicable laws, regulations and special requirements of the Contract Docu- ments regarding equal employment opportunity and affirma- tive action programs. 2.2 CONTROL ESTIMATE AND CONTRACT TIME 2.2.1 In accordance with the preliminary Project schedule established in Subparagraph 2.1.3, the Construction Manager shall prepare and submit to the Owner in writing a Control Estimate using current information to update the MOSE recently prepared Preliminary Estimate. The Control Estimate shall be the sum of the then-estimated Cost of the Work and the Construction Manager's Fee, and is the estimate against which actual costs will be measured. 2.2.2 The Construction Manager shall develop and imple- ment a detailed system of cost control that will provide the Owner with timely information as to the anticipated total Cost of the Work. The cost control system shall compare the Con- trol Estimate with the actual cost for activities in progress and estimates for uncompleted tasks and proposed changes. This information shall be reported to the Owner in writing at =N- ally agreeable intervals. 2.2.3 As the Drawings and Specifications may not be finished at the time the Control Estimate is prepared, the Construction Manager shall provide in the Control Estimate for further development of the Drawings and Specifications by the Archi- tect that is consistent with the Contract Documents and rea- sonably inferable therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment. 2.2.4 The Control Estimate shall include: .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 Control Estimate to supplement the information con- tained in the Drawings and Specifications. .3 A statement of the estimated Cost of the Work orga- nized by trade categories or systems, and the Con- struction Manager's fee. .4 A statement of the actual or estimated date of com- mencement of the Construction Phase and the estimated date of Substantial Completion, with a schedule of the construction documents issuance dates upon which the estimated date of Substantial Completion is based. .5 A statement as to whether or not the duration from the stated date of commencement of the Construction Phase to the estimated date of Substantial Completion shall become the Contract Time and be subject to the provisions of Article 8 of AIA Document A201. A131/CMc 4 AGC 566-1994 AIA DOCUMENT A131/CIIAc AND AGC DOCUMENT 566 • OWNER-CONSTRUCTION MANAGER AGREEMENT • 1994 EDMON 01994 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5292 • AGC C1994 • THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, NM., WASHINGTON, D.C. 20006 • WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. 2.2.5 The Construction Manager shall meet with the Owner and Architect to review the Control Estimate. In the event that the Owner or Architect discover any inconsistencies or inac- curacies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Control Estimate. When the Control Esti- mate is acceptable to the Owner, the Owner shall approve it in writing. 2.2.6 Upon the Owner's approval of the Control Estimate, the Contract Documents shall consist of (1) this Agreement, (2) AIA Document A201 and other documents referred to in this Agreement, (3) the documents enumerated in Clause 2.2.4 with the adjustments described in Clause 2.2.5, and (4) Modifications issued subsequent to the Owner's approval of the Control Estimate. if-aiai4,14itztg-ift-4144-gt-14e(-4644tr-act-Dse,44- ni is a arv,r-n,•n diall govern. 2.2.7 The Owner shall authorize and cause the Architect to revise the Drawings and Specifications to the extent necessary to reflect the agreed upon assumptions and clarifications on which the Control Estimate is based. Such revised Drawings and Specifications shall be furnished to the Construction Manager in accordance with schedules agreed to by the Owner, Architect and Construction Manager. The Construction Manager shall promptly notify the Architect and Owner if such revised Draw- ings and Specifications are inconsistent with the agreed upon assumptions and clarifications. 2.3 CONSTRUCTION PHASE 2.3.1 GENERAL 2.3.1.1 The Construction Phase shall commence on the earlier of: .1 the Owner's approval of the Control Estimate and issuance of a Notice to Proceed; or .2 the Owner's first authorization to the Construction Manager to award a subcontract, or to undertake a portion of the Work with the Construction Manager's own forces, or to issue a purchase order for materials or equipment required for the Work. 2.3.1.2 For purposes of Subparagraph 8.1.2 of AIA Document A201, the date of commencement of the Work shall mean the date of commencement of the Construction Phase. 2.3.1.3 Prior to the Owner's approval of the Construction Manager's Control Estimate and issuance of a Notice to Pro- ceed, the Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work, except as the. Owner may specifically authorize in writing. 2.3.2 ADMINISTRATION 2.3.2.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager's own personnel shall be performed under subcon- tracts or by other appropriate agreements with the Construc- tion Manager. The Construction Manager shall obtain bids from Subcontractors and from suppliers of materials or equip- ment fabricated to a special design for the Work from the list previously reviewed and, after analyzing such bids, shall deliver such bids to the Owner and Architect. The Owner will then determine, with the advice of the Construction Manager and subject to the reasonable objection of the Architect, which bids will be accepted. The Owner may designate specific per- sons or entities from whom the Construction Manager shall obtain bids. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. 2.3.2.2 Subcontracts and agreements with suppliers furnish- ing materials or equipment fabricated to a special design shall conform to the payment provisions of Subparagraphs 7.1.8 and 7.1.9 and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. 2.3.2.3 The Construction Manager shall schedule and conduct meetings at which the Owner, Architect, Construction Manager and appropriate Subcontractors can discuss the status of the Work. The Construction Manager shall prepare and promptly distribute meeting minutes. 2.3.2.4 Promptly after the Owner's approval of the Control Estimate, the Construction Manager shall prepare a schedule in accordance with Paragraph 3.10 of ALA Document A201, including the Owner's occupancy requirements. 2.3.2.5 The Construction Manager shall provide monthly writ- ten reports to the Owner and Architect on the progress of the entire Work. The Construction Manager shall maintain a daily log containing a record of weather, Subcontractors working on the site, number of workers, Work accomplished, problems encountered and other similar relevant data as the Owner may reasonably require. The log shall be available to the Owner and Architect. 2.4 PROFESSIONAL SERVICES The Construction Manager shall not be required to provide professional services which constitute the practice of architec- ture or engineering, unless such set-vices are specifically required by the Contract Documents for a portion of the Work or unless the Construction Manager has specifically agreed in writing to provide such services. In such event, the Construc- tion Manager shall cause such services to be performed by appropriately licensed professionals. 2.5 UNSAFE MATERIALS In addition to the provisions of Paragraph 10.1 in AIA Docu- ment A201, if reasonable precautions will be inadequate to pre- vent foreseeable bodily injury or death to persons resulting from a material or substance encountered but not created on the site by the Construction Manager, the Construction Man- ager shall, upon recognizing the condition, immediately stop work in the affected area and report the condition to the Owner and Architect in writing. The Owner, Construction Man- ager and Architect shall then proceed in the same manner described in Subparagraph 10.1.2 of AIA Document A201. The Owner shall be responsible for obtaining the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Construction Manager and, in the event such material or substance is found to be pre- sent, to verify that it has been rendered harmless. Unless other- wise required by the Contract Documents, the Owner shall furnish in writing to the Construction Manager and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such mater- ial or substance or who are to perform the task of removal or safe containment of such material or substance. The Construc- tion Manager and Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Construction Manager or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Construction Manager and the Architect have no reasonable objection. AIA DOCUMENT A131)CMc AND AGO DOCUMENT 566 • OWNER-CONSTRUCTION MANAGER AGREEMENT • 1994 EDMON 01994 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 20006-5292 • AGC 01994 • THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, NW.. WASHINGTON, D.C. 20005 - WARNINR. I Inlir.ngprl nhotrynnvinn violates U.S. coovrinht laws and will subiect the violator to legal prosecution. A131/CMc AGC 566-1994 5 ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 INFORMATION AND SERVICES 3.1.1 The Owner shall provide full information in a timely manner regarding the requirements of the Project, including a program which sets forth the Owner's objectives, constraints and criteria, including space requirements and relationships, flexibility and expandability requirements, special equipment and systems, and site requirements. 3.1.2 The Owner, upon written request from the Construc- tion Manager, shall furnish evidence of Project financing prior to the start of the Construction Phase and from time to time thereafter as the Construction Manager may request. Furnish- ing of such evidence shall be a condition precedent to com- mencement or continuation of the Work. 3.1.3 The Owner shall establish and update an overall budget for the Project, based on consultation with the )Construction Manager and Architect, which shall include contingencies for changes in the Work and other costs which are the responsi- bility of the Owner. 3.1.4 STRUCTURAL AND ENVIRONMENTAL TESTS, SURVEYS AND REPORTS In the Preconstruction Phase, the Owner shall furnish the following with reasonable promptness and at the Owner's expense: 3.1.4.1 Reports, surveys, drawings and tests concerning the conditions of the site which are required by law. 3.1.4.2 Surveys describing physical characteristics, legal limi- tations 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 applicable, grades and lines of streets, alleys, pavements and adjoining property and struc- tures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, includ- ing inverts and depths. All information on the survey shall be referenced to a project benchmark. 3.1.4.3 The services of a geotechnical engineer when such services are requested by the Construction Manager. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation thus, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate professional recommendations, 3.1.4.4 Structural, mechanical, chemical, air and water pollu- tion tests, tests for hazardous materials, and other laboratory and environmental tests, inspections and reports which are required by law. 3.1.4.5 The services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Construction Manager. The Construction Manager shall be entitled to rely upon the accuracy of any such information, reports, surveys, drawings and tests described in Clauses 3.1.4,1 through 3.1.4.5, except to the extent that the Construction Manager knows of any inaccuracy. 3.2 OWNER'S DESIGNATED REPRESENTATIVE The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. This representative shall have the authority to make decisions on behalf of the Owner concerning estimates and schedules, con- struction budgets, and changes in the Work, and shall render such decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. 3.3 ARCHITECT The Owner shall retain an Architect to provide Basic Services, including normal structural, mechanical and electrical engi- neerin.i services, other than cost estimating services, described in the r. • -• ' - - ' - z • " - 41445-4,g.Fe.eRatatit, The Owner shall authorize and cause the Architect to provide those Additional Services described in MA Document B141 requested by the Construction Manager which must necessarily be provided by the Architect for the Preconstruction and Construction Phases of the Work. Such services shall be provided in accordance with time schedules agreed to by the Owner, Architect arid Construction Manager. Upon request of the Construction Manager, the Owner shall furnish to the Construction Manager a copy of the Owner's Agreement with the Architect, from which compensation pro- visions may be deleted. 3.4 LEGAL REQUIREMENTS The Owner shall determine and advise the Architect and Con- struction Manager of any special legal requirements relating specifically to the Project which differ from those generally applicable to construction in the jurisdiction of the Project. The Owner shall furnish such legal services as are necessary to pro- vide the information and services required under Paragraph 3.1. *Terms and Conditions of Agreement between the Owner and Landmark Design Group P.C. A131/CMc 6 AGC 566-1994 AIA DOCUMENT A131/CMc AND AGC DOCUMENT 566 • OWNER-CONSTRUCTION MANAGER AGREEMENT • 1994 EDITION 01994 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 20006-5292 • AGC 01994 • THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, NW., WASHINGTON, D.C. 20006 • WARNING: Unlicensed photocopying violates U.S. copyright laws and will ant:1Oct the violator to legal prosecution. ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES The Owner shall compensate and make payments to the Construction Manager for Preconstruaion Phase services as follows: 4.1 COMPENSATION 4.1.1 For the services described in Paragraphs 2.1 and 2.2, the Construction Manager's compensation shall be calculated as follows: (State basis of compensation, whether a stipulated sum, multiple of Direct Personnel Expense, actual cost. etc. Include a statement of reimbursable cost items as applicable.) Estimating @ $89 Project Manager @ $75 Scheduling @ $40 Fee Proposal Pre-Construction Estimate $31,275 This budget estmate is based on Direct Personnel Expense. Refer to Auch Proposal dated September 13, 2004. services is significantly modified. 4,1.3 If compensation is based on a multiple of Direct Personnel Expense, Direct Personnel Expense is defined as the direct salaries of the Construction Manager's personnel engaged in the Project and the portion of the cost of their mandatory and customary con- tributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holi- days, vacations, pensions and similar contributions and benefits. 4.2 PAYMENTS 4.2.1 Payments shall be made monthly following preSentation of the Construction Manager's invoice and, where applicable, shall be in proportion to services performed. 4.2.2 Payments are due and payable within forty-five 45 ) days from the date the Construction Manager's invoice is received by the Owner. Amounts unpaid after the date on which payment is due shall bear interest at the rate entered below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon.) (Vszay laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Con- tractor's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES The Owner shall compensate the Construction Manager for Construction Phase services as follows: 5.1 COMPENSATION 5.1.1 For the Construction Manager's performance of the Work as described in Paragraph 2.3, the Owner shall pay the Construc- tion Manager in current funds the Contract Sum consisting of the Cost of the Work as defined in Article 6 and the Construction Man- ager's Fee determined as follows: (State a lump sum, percentage of actual Cost of the Work or other provision for determining the Construction Manager's Fee, and explain how the Construction ,Vian- ager's Fee is to be adjusted for changes in the Work or other reasons.) Refer to Auch Proposal, September 13, 2004, Attachment "1". Fee Proposal C.M. Fee - 2.4% - No GMP - AIA 131 CM Contract for $153,600 The budget estimate is based on the cost of the work for $6,400 ;000. Actual fees will be based on final actual cost of work. 4.1.2 Compensation for Preconstruaion Phase Services shall be equitably adjusted if such services extend beyond 4 Months from the date of this Agreement or if the originally contemplated scope of AlA DOCUMENT A131/CMc AND AGC DOCUMENT 566 • OWNER-CONSTRUCTION MANAGER AGREEMENT • 1994 EDUION 01994 • THE AMERICAN INSTITUTE OF ARCHITK IS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 20006-5292 • AGC 01994 • THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, NV., WASHINGTON, D.C. 2.0006 • WISRA11 tan. I .rint.ne, I I c 1.51 co shi.n,t Al3VCMC /X (Zr! CAA-1 CICILI 7 5.2 CHANGES IN THE WORK 5.2.1 The Owner may, without invalidating the Contract, order changes in the Work within the general scope of the Contract con- sisting of additions, deletions or other revisions. The Architect may make minor changes in the Work as provided in Paragraph 7.4 of AIA Document A201. 5.2.2 Increased costs for the items set forth in Article 6 which result from changes in the Work shall become part of the Cost of the Work, and the Construction Manager's Fee shall be adjusted if provided in Paragraph 5.1. 5.2.3 If the Construction Manager receives any drawings, specifications, interpretations or instructions from the Owner or Architect which are inconsistent with the Contract Documents, or encounters unanticipated conditions, any of which will result in a signifi- cant change in the cost, scope or estimated date of Substantial Completion in comparison with the Control Estimate, the Construc- tion Manager shall promptly notify the Owner and Architect in writing and shall not proceed with the affected Work until further written instructions are received from the Owner,a14€1-ise-el4it-eec 5.2.4 If no specific provision is made in Subparagraph 5.1.1 for adjustment of the Construction Manager's Fee in the case of changes in the Work, or if the extent of such changes is such that, in the aggregate, application of the adjustment provisions of Sub- paragraph 5.1.1 will cause substantial inequity to the Owner or Construction Manager, the Construction Manager's Fee shall be equi- tably adjusted on the basis of the Fee established for the original Work. ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE 6.1 COSTS TO BE REIMBURSED 6.1.1 The term "Cost of the Work" shall mean costs necessarily incurred by the Construction Manager in the proper performance of theWork. Such costs shall be at rates not higher than those customarily paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in this Article 6. ccogimgren phase of the .1 Wages of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or, with the Owner's agreement, at off-site workshops. .2 Wages or salaries of the Construction Manager's supervisory and administrative personnel when stationed at the site with the Owner's agreement. (if it is intended that the wages or salaries of certain personnel stationed at the Construction Manager's principal office or offices other than the site office shall be included in the Cost of the Work, such personnel shall be identified below.) Superintendent $64/hr. Estimator $89./hr. Project Manager $75./hr. Scheduler $40/hr. Engineer $45./hr Mechanical/Electrical Eng @ $75/hr. Administrative Services - 0.4% times cost of work. Proposal (Auch only/GC only) Construction labor, equipment and material- estimate $244,098 ($87,045 + $157,053 Per Proposal). Refer to budget estimate is based on Auch Proposal dated September 13, 2004, Attachment "1". .3 Wages and salaries of the Construction Manager's snpervisory or administrative personnel engaged, at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. .4 Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements, and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided that such costs are based on wages and salaries included in the Cost of the Work under Clauses 6.1.2.1 through 6.1.2.3. 6.1.3 SUBCONTRACT COSTS Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts. 6.1.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION .1 COSTS, including transportation, of materials and equipment incorporated or to be incorporated in the completed construction. .2 Costs of materials described in the preceding Clause 6.1.4.1 in excess of those actually installed but required to provide rea- sonable allowance for waste and for spoilage. Unused excess materials, if any, shall be handed over to the Owner at the completion of the Work or, at the Owner's option, shall be sold by the Construction Manager; amounts realized, if any, from such sales shall be credited ED the Owner as a deduction from the Cost of the Work. AIA DOCUMENT A131/CMc AND AGC DOCUMENT 566 • OWNER-CONSTRUCTION MANAGER AGREEMENT • 1994 EDITION (01994 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 20006-5292 • AGC 01994 • THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, NW., WASHINGTON. D.C. 20006 • %Nisi:114mi" I 1AI' nines, ' ; I *aft 1 C •; P.. 1 .411 41-.• • II,,, " I *e. • I •• •• A131/ClAc Anr gAR___AQQ/L A131 /CMc A eq. CCC 4 rtrt A et 6.1.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS .1 Costs, including transportation, installation, maintenance, dismantling and removal of materials, supplies, temporary facili- ties, machinery, equipment, and hand tools not customarily owned by the construction workers, which are provided by the Construction Manager at the site and fully consumed in the performance of the Work; and cost less salvage value on such items if not fully consumed, whether sold to others or retained by the Construction Manager. Cost for items previously used by the Construction Manager shall mean fair market value. .2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by the construction workers, which are provided by the Construction Manager at the site, whether rented from the Construction Manager or others, and costs of transportation, installation, minor repairs and replacements, dismantling and removal thereof. Rates and quantities of equipment rented shall be subject to the Owner's prior approval. .3 Costs of removal of debris from the site. • .4 Reproduction costs, costs of telegrams, facsimile transmissions and long-distance telephone calls, postage and express deliv- ery charges, telephone at the site and reasonable petty cash expenses of the site office. .5 That portion of the reasonable travel and subsistence expenses of the Construction Manager's personnel incurred while traveling in discharge of duties connected with the Work. 6.1.6 MISCELLANEOUS COSTS .1 That portion directly attributable to this Contract of premiums for insurance and bonds. (If charges for self insurance are to be included, specify tbe basis of reimbursement.) Proposal - G/L Insurance = $32,000 (based on $6,400,00) x 0.5% Refer to Auch Proposal dated September 13, 2004, Attachment "1". .2 Sales, use or similar taxes imposed by a governmental authority which are related CO the Work and for which the Construc- tion Manager is liable. .3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Construction Manager is required by the Contract Documents to pay. .4 Fees of testing laboratories for tests required by the Contract Documents, except those related to nonconforming Work other than that for which payment is permitted by Clause 6.1.8.2. .5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent or other intellectual property rights arising from such requirement by the Contract Documents; payments made in accordance with legal judgments against the Construction Manager resulting from such suits or daims and payments of settlements made with the Owner's consent; provided, how- ever, that such costs of legal defenses, judgment and settlements shall not be included in the calculation of the Construc- tion Manager's Fee and provided that such royalties, fees and costs are not excluded by the last sentence of Subparagraph 3.17.1 of AIA Document A201 or other provisions of the Contract Documents.*COSt of defending as described .6 Da...1 ; CidLCLI LU d ICWUL K. *in 6.1.6.5. are not an allowable cost if caused by .7 Deposits lost for causes other than the Construction Manager's negligence or failure to fulfill a specific responsibility IO the Owner set forth in this Agreement. *negligence or deliberate acts of the C.M . .8 With the Owner's prior written permission, legal, mediation and aroitration costs, other than those arising trom ciiputes between the Owner and Construction Manager, reasonably incurred by the Construction Manager in the performance of the Work. 6.1.7 OTHER COSTS .1 Other costs incurred in the performance of the Work if and to the extent approved in advance in writing by the Owner. 6.1.8 EMERGENCIES AND REPAIRS TO DAMAGED OR NONCONFORMING WORK The Cost of the Work shall also include costs described in Subparagraph 6,1.1 which are incurred by the Construction Manager: .1 In taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Paragraph 10.3 of AIA Document A201. .2 In repairing or correcting damaged or nonconforming Work executed by the Construction Manager or the Construction Manager's Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by the negli- gence or failure to fulfill a specific responsibility to the Owner set forth in this Agreement of the Construction Manager or the Construction Manager's foremen, engineers or superintendents, or other supervisory, administrative or managerial per- sonnel of the Construction Manager, or the failure of the Construction Manager's personnel to supervise adequately the Work of the Subcontractors or suppliers, and only CO the extent that the cost of repair or correction is not recoverable by the Construction Manager from insurance, Subcontractors or suppliers. AIA DOCUMENT A131/CMc AND AGC DOCUMENT 566 • OWNER-CONSTRUCTION MANAGER AGREEMENT • 1994 EDITION C1994 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NV., WASHINGTON, D.C. 20006-5292 • AGC 1994 • THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, NV., WASHINGTON, D.C. 20006 • 6.1.9 The costs described in Subparagraphs 6.1.1 through 6.1.8 shall be included in the Cost of the Work, notwithstanding any pro- vision of AIA Document A201 or other Conditions of the Contract which may require the Construction Manager to pay such costs, unless such costs are excluded by the provisions of Paragraph 6.2. 6.2 COSTS NOT TO BE REIMBURSED 6.2.1 The Cost of the Work shall not include: .1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction Manager's princi- pal office or offices other than the site office, except as specifically provided in Clauses 6.1.2.1 through 6.1.2.3. .2 Expenses of the Construction Manager's principal office and offices other than the site office except as specifically provided in Paragraph 6.1. .3 Overhead and general expenses, excep6 as may be expressly included in Paragraph 6.1. .4 The Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Work. .6 Except as provided in Clause 6.1.8.2, costs due to the negligence of the Construction Manager or to the failure of the Con- struction Manager to fulfill a specific responsibility to the Owner set forth in this Agreement. 6.3 DISCOUNTS, REBATES AND REFUNDS 6.3.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before making the payment, the Construction Manager included them in an Application for Payment and received payment therefor from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, arid the Construction Manager shall make provisions so that they can be secured. 6.3.2 Amounts which accrue to the Owner in accordance with the provisions of Subparagraph 6.3.1 shall be credited CO the Owner as a deduction from the Cost of the Work. 6.4 ACCOUNTING RECORDS 6.4.1 The Construction Manager shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Contract; the accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's accountants shall be afforded access to the Construction Manager's records, books, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project, and the Construction Manager shall preserve these for a period of three years after final payment, or for such longer period as may be required by law. ARTICLE 7 CONSTRUCTION PHASE PAYMENTS 7.1 PROGRESS PAYMENTS 7.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Construction Manager as provided below and elsewhere in the Contract Documents:, 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: 7.1.3 Provided an Application for Payment is received bythe not later than the °iVrarg-cr 2 5t h day of a month, the Owner shall make payment to the Construction Manager not later than the 1 c).'t h day of the month. If an Application for Payment is received by theizrel.riree after the app 'cation date fixed above, payment shall be made by the Owner not later than 45 uwner days after the A rchitect receives the Application for Payment. Uwner 7.1.4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that cash AIA DOCUMENT A131/CMc AND AGC DOCUMENT 566 • OWNER-CONSTRUCTION MANAGER AGREEMENT • 1994 EDITION C1994 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, KW., WASHINGTON, D.C. 20006-5292 • AGC C1994 • THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, NW., WASHINGTON, ac. 20006 • A131/CMc A s-r' ecc -I CIA el I n disbursements already made by the Construction Manager on account of the Cost of the Work equal or exceed (1) progress pay. ments already received by the Construction Manager; less (2) that portion of those payments attributable to the Construction Man- ager's Fee; plus (3) payrolls for the period covered by the present Application for Payment. 7.1.5 Applications for Payment shall show the Cost of the Work actually incurred by the Construction Manager through the end of the period covered by the Application for Payment and for which the Construction Manager has made or intends to make actual payment prior to the next Application for Payment. 7.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take the Cost of the Work as described in Subparagraph 7.1.5. .2 Add the Construction Manager's Fee, less retainage of Ten percent ( in %). The Construction Manager's Pee shall be computed upon the Cost of the Work described in the preceding Clause 7.1.6.1 at the rate stated in Paragraph 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Paragraph, an amount which bears the same ratio to that fixed-sum Fee as the Cost of the Work in the preceding Clause bears to a reasonable esti- mate of the probable Cost of the Work upon its completion. .3 Subtract the aggregate of previous payments made by the Owner. .4 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by Subparagraph 7.1.4 or to substantiate prior Applications for Payment or resulting from errors subsequently discovered by the Owner's accoun- tants in such documentation. .5 Subtract amounts, if any, for which the Architect has withheld or withdrawn a Certificate for Payment as provided in the Contract Documents. 7.1.7 Additional retainage, if any, shall be as follows; 7.1.13 Except with the Owner's prior approval, payments to Subcontractors included in the Construction Manager's Applications for Payment shall not exceed an amount for each Subcontractor calculated as follows: .1 Take that portion of the Subcontract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Subcontractor's Work by the share of the total Subcontract Sum allocated CO that portion in the Subcontractor's schedule of values, less retainage of Ten percent( %). Pending final determination of amounts to be paid to the Subcontractor for changes in the Work, amounts not in ikpute may be included as provided in Subparagraph 7.3.7 of A1A Document A201 even though the Subcontract Sum has not yet been adjusted by Change Order. .2 Add that portion of the Subcontract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work or, if approved in advance by the Owner, suitably stored off the site at a loca- tion agreed upon in writing, less retainage of Ten percent ( 10 .3 Subtract the aggregate of previous payments made by the Construction Manager to the Subcontractor. .4 Subtract amounts, if any, for which thPAMtrct- has withheld or nullified a Certificate for Payment by the Owner to the Construction Manager for reasons which are the fault of the Subcontractor. .5 Add, upon Substantial Completion of the entire Work of the Construction Manager, a sum sufficient to increase the total payments to the Subcontractor to 0 n e Hundred percent ( 100 %) of the Subcontract Sum, less amounts, if any, for incomplete Work and unsettled claims; and, if final completion of the entire Work is there- after materially delayed through no fault of the Subcontractor, add any additional amounts payable on account of Work of the Subcontractor in accordance with Subparagraph 9.10.3 of AIA Document A201. (i it is intended, prior to Substantial Completion of the entire Work of the Construction Manager, to reduce or limit the retainage from Subcontractors resulting from the percentages inserted in Clauses 7.1.81 and 7.1.8.2 above, and this is not explained elsewhere in the Contract Documents, insen here pro- visions for such reduction or limitation.) Retainage for approved subcontractors may be reduced to 5% upon 75% completion of the subcontractor's work and with the Owner's prior approval. The Subcontract Sum is the total amount stipulated in the subcontract to be paid by the Construction Manager to the Sub- contractor for the Subcontractor's performance of the subcontract. 7.1.9 Except with the Owner's prior approval, the Construction Manager shall not make advance payments CO suppliers for materi- als Or equipment which have not been delivered and stored at the site. AIA DOCUMENT A131/CMc AND AGC DOCUMENT 566 • OWNER-CONSTRUCTION MANAGER AGREEMENT • 1994 ELATION 01994 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1.735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5292 • AGC 01994 • THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C. 20006 • . . Al 31/CMc AGC 566-1994 11 7.1.10 In taking action on the Construction Manager's Applications for Payment, the Architect shall be entitled to rely on the accu- racy and completeness of the information furnished by the Construction Manager and shall not be deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Sub- paragraph 7.1.4 or other supporting data; that the Architect has made exhaustive or continuous on-site inspections, or that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's accountants acting in the sole interest of the Owner. 7.2 FINAL PAYMENT 7.2.1 Final payment shall be made by the Owner to the Construction Manager when (1) the Contract has been fully performed by the Construction Manager, except for the Construction Manager's responsibility to correct nonconforming Work, as provided in Subpara- graph 12.2.2 of AIA Document A201, and to satisfy other requirements, if any, which necessarily survive final payment; (2) a final Appli- cation for Payment and a final accounting for the Cost of the Work have been submitted by the Construction Manager and reviewed by the Owner's accountants; and (3) a final Certificate for Payment has then been issued by the Architect; uch final payment shall be made by the Owner not more thantolays after the issuance of the Architect's final Certificate for Payment, - *Provided all nem-conforming work has been corrected. 7.2.2 The amount of the final payment shall be calculated as follows: .1 Take the sum of the Cost of the Work substantiated by the Construction Manager's final accounting and the Construction Manager's Fee. .2 Subtract amounts, if any, for which the Architect withholds, in whole or in part, a final Certificate for Payment as provided in Subparagraph 9.5.1 of AIA Document A201 or ocher provisions of the Contract Documents. .3 Subtract the aggregate of previous payments made by the Owner. If the aggregate of previous payments made by the Owner exceeds the amount due the Construction Manager, the Construction Manager shall reimburse the difference to the Owner. 7.2.3 The Owner's accountants will review and report in writing on the Construction Manager's final accounting within 30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such Cost of the Work as the Owner's accountants report to be substantiated by the Construction Manager's final accounting, and provided the other conditions of Subparagraph 7.2.1 have been met, the Architect will, within seven days after receipt of the written report of the Owner's accoun- tants, either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding a certificate as provided in Subparagraph 9.5.1 of AIA Doc- ument A201. The time periods stated in this Paragraph 7.2 supersede those stated in Subparagraph 9.4.1 of AIA Document A201. 7.2A If the Owner's accountants report the Cost of the Work as substantiated by the Construction Manager's final accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to proceed in accordance with Article 9 without a further decision of the Architect. Unless agreed to otherwise, a demand for mediation or arbitration of the disputed amount shall be made by the Construction Manager within 60 days after the Construction Manager's receipt of a copy of the Archi- tect's final Certificate for Payment. Failure to make such demand within this 60-day period shall result in the substantiated amount reported by the Owner's accountants becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Architect's final Certificate for Payment. 7.2.5 If, subsequent to final payment and at the Owner's request, the Construction Manager incurs costs described in Paragraph 6.1 and not excluded by Paragraph 6.2 (1) to correct nonconforming Work, or (2) arising from the resolution of disputes, the Owner shall reimburse the Construction Manager such costs and the Construction Manager's Fee, if any, related thereto on the same basis as if such costs had been incurred prior to final payment. ARTICLE 8 INSURANCE AND BONDS 8.1 INSURANCE REQUIRED OF THE CONSTRUCTION MANAGER During both phases of the Project, the Construction Manager shall purchase and maintain insurance as set forth in Paragraph 11.1 of A1A Document A201. AIA DOCUMENT A131/CMc AND AGC DOCUMENT 566 • OWNER-CONSTRUCTION MANAGER AGREEMENT • 1994 EDMON CA994 • THE AMERICAN INSITTUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 20E06-5292 • AGC ©1994 • THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 5 STREET, NW., WASHINGTON, D.C. 20006 • A131/CMc A131/CMc A rsft m n 4 " " " Completed Operations, Contractual Liability, Personal Injury, and Broad Form Property Damage (including coverage for E.3piesion, Collapse and Underground hazards); $ ach Occurrence $ • General Aggregate Advertising Injury Personal and $ Products-Completed Operations Aggregate .1 The policy shall be endorsed to have the General Aggregat ply to this Project only. .2 Products and Completed Operations insurance s e maintained for a minimum period of at least ) year(s) after either 90 days .3 The Contractual Liability insurance s include coverage sufficient to meet the obligations in ALA Document A201 under f wing Substantial Completion or final payment, whichever is earlier. Paragraph 3.18. 8.1.3 Automobile Liability (gporre, non-owned and hired vehicles) for bodily injury and property damage: Each Accident 8.1.4 Oth overage: af rella Evcass Liability coverage is required over the prim:1y insurance or retention, insert the coverage limits. Commercial General Liability and Automobile 8.2 INSURANCE REQUIRED OF THE OWNER subrogation, as set forth in Paragraphs 11.2 and 11.3 of MA Document A201. Such insurance shall be written following limits, or greater if required by law; 8.2.1 Property Insurance: ithe Deductible Per Occurrence Aggregate Deductible 8.2.2 Floiler--arrd-Machinery insurance with a limit of: Performance and PaymentBond = $64,()00 (Based on $6,400,000 x 1%). 8.3 PERFORMANCE BOND AND PAYMENT BOND 8.3.1 The Construction Manager (Insert "shall" or "shall nor) furnish bonds covering faithful perfor- mance of the Contract and payment of obligations arising thereunder. Bonds may be obtained through the Construction Manager's usual source and the cost thereof shall be inducted in the Cost of the Work. The amount of each bond shall be equal to percent ( %) of the Contract Sum. 8.3.2 The Construction Manager shall deliver the required bonds to the Owner at least three days before the commencement of any Work at the Project site. AlA DOCUMENT A131/CMc AND AGC DOCUMENT 566 • 01.X'NER-CONSTRUCT1ON MANAGER AGREEMENT • 1994 EDITION 01994 • THE AMERICAN IMITCUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, KW., WASHINGTON, D.C. 29(106-5292 • AGC 01994 • THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, NW., WASHINGTON, D.C. 20006 • be final, and judgment may be entered upon it in accord ce with applicable law in any court having jurisdiction th of. 9.2 DISPUTE RESOLUTION FOR THE CONSTRUCTION PHASE ARTICLE 9 MISCELLANEOUS PROVISIONS DISPUTE RESOLUTION FOR THE PRECONSTRUCTION PHASE 9. 1 Claims, disputes or other matters in question betwee the arties to this Agreement which arise prior to the co men ement of the Construction Phase or which relate so ly CO th Preconstruction Phase services of the Constru ion Mana r or to the Owner's obligations to the Constr don Manag4 during the Preconstruction Phase, shall be r olved by med, don or by arbitration. Prior to arbitration, th parties shall en avor to reach settlement by mediation. ediation conducted pursuant to this Pa graph 9.1 d in accordance with the Constructi n Industry les of the American Arbitration Ass ciation cur- t, unless the parties mutually agr e otherwise. ediation shall be filed in writing frith the other eement and with the American rbitration Asso- and for mediation shall be de within a tea- the claim, dispute or other /natter in question vent shall the demand for ediadon be made institution of legal or e Likable proceedings aim, dispute or oth matter in question e applicable statute /I limitations. \ 9.1.3 Any .claim, di ute or other atter in question not resolved by mediation hall be decid by arbitration in accor- dance with the Const ction Indust Arbitration Rules of the American Arbitration As ciation c rently in effect, unless the parties mutually agree ot erwise. shAl be filed in writing with the an4 with the American Arbitration ation may be made concurrent d shall be made within a reason- pte or other matter in question demand for arbitration be made legal or equitable proceedings or other matter in question [acute of limitations. 9.1.5 No arbitration - ising out o or relating to this Agree- ment shall include, b consolidatio or joinder or in any other manner, the Archite t, the Architec 's employees or consul- tants, except by wri en consent cont ining specific reference to this Agreement nd signed by the rchitect, Owner, Con- struction Manage , and any other pers n or entity sought to be joined. No a r•itration shall include, by consolidation or joinder or in an other manner, parties o er than the OwiVei, Construction anager, a separate contra or as described in Article 6 of • Document A201 and othe'k persons substan- tially involv - in a common question of fkct or law whose presence is equired if complete relief is t be accorded in arbitration. o person or entity other than th Owner or Con- struction anager or a separate contractor a described in Article 6 6f AIA Document A201 shall be includ d as an origi- nal thirr party or additional third party to a arbitration whose terest or responsibility is insubstantial. Consent to arbitra ion involving an additional person or entity shall not const ute agreement to arbitration of a dispute not escribed in s ch consent or with a person or entity not n med or des ribed therein. The foregoing agreement to arbit te and ot er agreements to arbitrate with an additional peon or e thy duly consented to by parties to this Agreemen shall specifically enforceable under applicable law in any kourt aving jurisdiction thereof. 9.2.1 Am, other claim, dispute or er matter in question arising out Of or related to this :reement or breach thereof shall be settled in accordan with Article 4 of AIA Document A201, except that in a• r • ion to and prior to arbitration, the parties shall ende. •r to reach settlement by mediation in accordance wit • e Construction Industry Mediation Rules of the Americ. • bitration Association currently in effect, unless the par ' s mutually agree otherwise. Any mediation arising un• this Paragraph shall be conducted in accordance with 9.3 OTHER PROVISIONS 9.3.1 Unless otherwise noted, the terms used in this Agree- ment shall have the same meaning as those in the 1987 edition of AIA Document A201, General Conditions of the Contract for Construction. 9.3.2 EXTENT OF CONTRACT This Contract, which includes this Agreement and the other documents incorporated herein by reference, represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and Construction Manager. If-ary• 9.3.3 OWNERSHIP AND USE OF DOCUMENTS The Drawings, Specifications and other documents prepared by the Architect, and copies thereof furnished to the Construc- tion Manager, are for use solely with respect to this Project. They are not to be used by the Construction Manager, Subcon- tractors, Sub-subcontractors or suppliers on other projects, or for additions to this Project outside the scope of the Work, without the specific written consent of the Owner and Architect. The Construction Manager, Subcontractors, Sub- subcontractors and suppliers are granted a limited license CO use and reproduce applicable portions of the Drawings, Specifi- cations and other documents prepared by the Architect appro- priate to and for use in the execution of their Work under the Contract Documents. 9.3.4 GOVERNING LAW The Contract shall be governed by the law of the place where the Project is located. 9.3.5 ASSIGNMENT The Owner and Construction Manager respectively bind them- selves, their partners, successors, assigns and legal representa- tives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. 9.1.2 An shall be h Mediation ready in eff Demand for party to this A clarion. Any de sonable time aft has arisen. In no after the date whe based upon such would be barred by 9.1.4 Demand for arbitrat‘on other parry to this Agreemekt Association. A demand for with a demand for mediation able time after the claim, d has arisen. In no event shall after the date when institu based upon such claim would be bat-red by We a !von ox lisput plicable AIA DOCUMENT A131/CMc AND AGC DOCUMENT 566 • OWNER-CONSTRUCTION MANAGER AGREEMENT • 1994 EDITION ©1994 • THE AMERK.AN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, KW., WASHINGTON, D.C. 20006-5292 • AUG ©1994 • THF. ASV1C1ATFT) r,F.NF.R Ai. coNTRACTORS OF AMERICA. 1957 5 STREET. NM.. WASHINGTON, D.C. 20006' A131/CMc ARTICLE 10 TERMINATION OR SUSPENSION 10.1 TERMINATION PRIOR TO THE OWNER'S APPROVAL OF THE CONTROL ESTIMATE 10.1.1 Prior to the Owner's approval of the Control Estimate, the Owner may terminate this Contract at any time without cause, and the Construction Manager may terminate this Con- tract for any of the reasons described in Subparagraph 14.1.1 of MA Document A201. The provisions of Article 14 of ALA Document A201 do not otherwise apply to this Piragraph 10.1. 10.1.2 If the Owner or Construction Manager terminates this Contract pursuant to this Paragraph 10.1 prior ICI commence- ment of the Construction Phase, the Construction Manager shall be equitably compensated for ?reconstruction Phase Ser- vices performed prior to receipt of notice of termination; pro- vided, however, that the compensation for such services shall not exceed the compensation set forth in Subparagraph 4.1.1. 10.1.3 If the Owner or Construction Manager terminates this Contract pursuant to this Paragraph 10.1 after commencement of the Construction Phase, and prior to the Owner's approval of the Control Estimate, the Construction Manager shall, in addition to the compensation provided in Subparagraph 10.1.2, be paid an amount calculated as follows: .1 Take the Cost of the Work incurred by the Construc- tion Manager. .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Paragraph 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Para- graph, an amount which bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion. .3 Subtract the aggregate of previous payments made by the Owner on account of the Construction Phase. The Owner shall also pay the Construction Manager fair com- pensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Man- ager which the Owner elects to retain and which is not other- wise included in the Cost of the Work under Clause 10.1.3.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agree- ments), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contrac- tual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcon- tracts or purchase orders. Subcontracts, purchase orders and rental agreements entered into by the Construction Manager with the Owner's written approval prior to the Owner's approval of the Control Esti- mate shall contain provisions permitting assignment to the Owner as described above. If the Owner accepts such assign- ment, the Owner shall reimburse or indemnify the Construc- tion Manager with respect to all costs arising under the subcontract, purchase order or rental agreement, except those which would not have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner elects not EO accept the assignment of any subcontract, pur- chase order or rental agreement which would have consti- tuted a Cost of the Work had this agreement not been terminated, the Construction Manager shall terminate such subcontract, purchase order or rental agreement and the Owner shall pay the Construction Manager the costs neces- sarily incurred by the Construction Manager by reason of such termination. 10.2 TERMINATION SUBSEQUENT TO THE OWNER'S APPROVAL OF THE CONTROL ESTIMATE 10.2.1 Subsequent to the Owner's approval of the Control Estimate, the Contract may be terminated as provided in Sub- paragraphs 14.1.1 and 14.2.1 of AIA Document A201. The pro- visions of Article 14 of AIA Document A201 do not otherwise apply to this Paragraph 10.2. 10.2.2 In the event of such termination by the Owner, the amount payable to the Construction Manager shall not exceed the amount the Construction Manager would have been enti- tled to receive pursuant to Subparagraphs 10.1.2 and 10.1.3 of this Agreement, less any compensation that may be awarded to the Owner pursuant to Paragraph 9.2. 10.2.3 In the event of such termination by the Construction Manager, the amount payable to the Construction Manager shall be in accordance with Subparagraphs 10.1.2 and 10.1.3 of this Agreement, except that the Construction Manager's Fee shall be calculated - - : - - - - . . the Construction Polanager, including a rca.aonnblc catirrtate-ef- *for work completed to date. 10.2.4 In addition to the Owner's right to terminate this Agreement for cause as provided in Subparagraph 14.2.1 of AIA document A201, the Owner may terminate this Agreement without cause; in such case, the Construction Manager shall be paid as provided in Subparagraph 10.2.3. 10.3 NOTICE OF TERMINATION 10.3.1 The party seeking termination shall give the other party seven days' written notice. 10.4 SUSPENSION The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201; in such case, the associated increase in costs shall become part of the Cost of Work, and the Construction Manager's Fee shall be adjusted in accor- dance with Paragraph 5.1. AIA DOCUMENT A-131/CMc AND AGC DOCUMENT 566 • OWNER-CONSTRUCTION MANAGER AGREEMENT • 1994 EDITION 01994 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 20006-5292 • AGC flfl . -rur sccru-le-rim C,FNFRAI CONTRACTORS OF AMERICA, 1957 E STREET, NV., WASHINGTON, D.C. 20906 • Al 31 /CMc ATTEST: ARTICLE 11 OTHER CONDITIONS AND SERVICES Add the following to sub-paragraph 1.2: The Agreement includes Supple- mentary General Conditions, Attachment "2", Add the following to sub-paragraph 2.1.1 of paragraph 2.1: The services provided hereunder by the Construction Manager are based upon and shall be performed by the Construction Manager in accordance with the Request for Proposal by Oakland County, 6-25-04 and Addendum 11 dated 7-29-04, and the Auch submittal of the Construction Manager Services Proposal, 8-3-04 and 9-13-04, each of which is made a part of the Program Statement. In the event of a conflict between either of these documents and this Agreement, the provisions of this Agreement shall control. Add the following to sub-paragraph 2.3.2.5 of sub-paragraph 2.3.2 of paragraph 2.3: The report shall also include the percentage of completion of the work to date; all work due by sub-contractors since the last report; and a complete summary of all changes since the last report. Add the following to "The Project is:...Page 1 The project consists of renovation of this office building at 38 East, 1200 Telegraph Road, Pontiac, MI 48341 currently known as the Community Mental Health Building. Oakland County plans to undertake an extensive remodeling effort of the building including new mechanical HVAC equipment, fire protection system, converting steam to hot water and replacing a cool- ing tower. Electrical equipment will be upgraded and state-of-the-art security system added. Ceilings and concrete masonry partition will be removed, exterior doors and glazing units replaced and reconfiguration of the parking lot. This Agreement entered into as of the day and year first written above. OWNER: COUNTY OF OAKLAND CONSTRUCTION MANAGER GEORGE W. AUCH COMPANY BT Thomas A. Law, Chairman David L. Hamilton, President, CEO Oakland County Board of Commissioners Date: ATTEST: James W. Munchiando, Vice President, You should sign an oilginal ALA documen1 which haa h 3 cisution printad Project -assures that changes will nol be obscured as may occur when docliments are reproduced. Director a?.-s ins-Zrucfkn -Sheet for Limited Llicense -1.-"or Reproduction oi this document. AIA DOCUMENT A131/CMc AND AGC DOCUMENT 566 • OWNER-CONSTRUCTION MANAGER AGREEMENT • 1994 EDITION C1994 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK A.VENTJE, NW., WASHINGTON, D.C. 20006-5292 • AGC 01994 • THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREE7, NW., WASHINGTON, D.C. 20006 • WARMINn• I Inlirpngpil nhntncnnwina Ifinlatps II A nnnurinht laws and will subject the violator to legal prosecution. Al 31/CMc AGC 566-1994 16 idift 2loct Resolution #04332 November 18, 2004 Moved by Moss supported by Long the resolution be adopted. Moved by Moss supported by Palmer the Planning and Building Committee Report be accepted. A sufficient majority having voted therefore, the report was accepted. Vote on resolution: AYES: Douglas, Gregory, Hatchett, Jamian, Knollenberg, Kowa11, Law, Long, McMillin, Middleton, Moffitt, Moss, Palmer, Patterson, Potter, Rogers, Scott, Suarez, Webster, Wilson, Zack, Bullard, Coleman, Crawford. (24) NAYS: None. (0) A sufficient majority having voted therefore, the resolution was adopted. I vie THE F9EGOING MOON STATE OF MICHIGAN) COUNTY OF OAKLAND) I, G. William Caddell, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on November 18th, 2004 with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 18th day of November, 2004. G. William Caddell, County Clerk