Res 150-99 12/21/1999RESOLUTION NO. _1_9
RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A
CONSTRUCTION MANAGER AGREEMENT WITH ELECTRA
CONSTRUCTION CO., INC.; FINDING AND DETERMINING THAT THE
MEETING AT WHICH THIS RESOLUTION WAS PASSED WAS OPEN
TO THE PUBLIC AS REQUIRED BY LAW.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS,
TEXAS:
SECTION 1. That the City Manager be and is hereby authorized to execute on
behalf of the City of Wichita Falls a Construction Manager Agreement with Electra
Construction Co., Inc., for the Multi- Purpose Events Center Coliseum Project, in
accordance with the terms and conditions of such agreement, attached hereto and
made a part of this resolution for all purposes.
SECTION 2. It is hereby officially found and determined that the meeting at
which this resolution was passed was open to the public as required by law.
PASSED AND APPROVED this the 21St day of December 1999.
ATTEST:
�Ak_A) hUW -
City Clerk
AIA Document Al 21/CMc and AGC Document 565 - Electronic Format
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES: CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS
COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA
DOCUMENT D401.
The 1987 Edition of AIA Document A201, General Conditions of the Contract for Construction, is referred to herein. This Agreement requires modification if other
general conditions are utilized.
Portions of this document are derived from AIA Document Al 11, 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, copyright 1987 by The American Institute of Architects; other
portions are derived from AGC Document 500. Copyright 1980 by The Associated Genera[ Contractors of American_ Material in this document differing from that
found in AIA Document Al I l and AGC Document 500 is copyrighted 1991 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.
AGREEMENT
made as of the "Twenty -Sixth (26th) day of November in the year of 1999.
(!n ivords, indicate clay, month and year)
BETWEEN the Owner:
(Name and address)
CITY OF WICHITA FALLS
1300 7TH STREET
WICHITA FALLS. TEXAS 76301
and the Construction Manager:
(Name and address)
ELECTRA CONSTRUCTION CO. INC.
PO BOX 271 (76360 -0271)
2202 N. HIGHWAY 25
ELECTRA. TEXAS 76360
ANY REFERENCE IN THE CONTRACT DOCUMENTS TO CONSTRUCTION MANAGER,
INCLUDING THIS AGREEMENT. SHALL BE DEEMED TO READ:
CONSTRUCTION-MANAGER-AT-RISK AND SHALL REFER TO ELECTRA CONSTRUCTION CO. INC.
The Project is:
(Maine, address and brief description)
THE MULTI - PURPOSE EVENTS CENTER COLISEUM
AND THE ASSOCIATED SITE WORK WITHIN THE
BLOCK ON WHICH THE WORK IS TO BE PERFORMED,
THE SITE OF THE WORK IS:
900 5TH STREET
WICHITA FALLS. TEXAS. COUNTY OF WICHITA
The Architect is:
(Name and address)
MPEC COLISEUM JOINT VENTURE
1005 9TH STREET. SUITE 200
WICHITA FALLS. TEXAS 76301
AEA DOCUMENT AIA1211CMC AND AGC DOCUMENT 565 - OWNER- CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT 1991 - THE AMERICAN INSTITUTE OF THE ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 -5292 - AGC -
COPYRIGHT 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, NX, WASHINGTON, D.C., 20006 -5209.
WARNING; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission
of the AIA and can he reproduced without violation until the date of expiration as noted below,
Electronic Fnnrlat q ! "_' 1 irVlc -! c1q I
MPEC COLISEUM SITE WORK
SECORD & LEBOW ARCHITECTS. WC.
901 INDIANA. SUITE 200
WICHITA FALLS. TEXAS 76301 -6716
COORDINATING ARCHITECT
HARPER PERKINS ARCHITECTS. INC.
4724 OLD JACKSBORO HIGHWAY
WICHITA FALLS. TEXAS 76302 -3599
The Owner and Construction Manager agree as set forth below.
AIA DOCUMENT AIA121 /CMC AND AGC DOCUMENT 565 - OWNER - CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT 1991 - T14E AMERICAN INSTITUTE OF THE ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 -5292 - AGC -
COPYRIGHT 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006 -5209.
WARNING. Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration as noted below.
Table of Contents
ARTICLE 1
GENERAL PROVISIONS
ARTICLE 6
COST OF THE
1.1
Relationship of Parties
WORK FOR CONSTRUCTION
1.2
General Conditions
PHASE
6.1
Costs To Be Reimbursed
ARTICLE 2
CONSTRUCTION MANAGER'S
6.2
Costs Not To Be Reimbursed
RESPONSIBILITIES
6.3
Discounts, Rebates and Refunds
2.1
Preconstruction Phase
6.4
Accounting Records
2.2
Guaranteed Maximum Price Proposal
and Contract Time
ARTICLE 7
CONSTRUCTION PHASE
2.3
Construction Phase
7 -1
Progress Payrrlents
2.4
Professional Services
7.2
Final Payment
2.5
Unsafe Materials
ARTICLE 8
INSURANCE AND BONUS
ARTICLE 3
OWNER'S RESPONSIBILITIES
8.1
Insurance Required of the Construction
3.1
Information and Services
Manager
3.2
Owner's Designated Representative
8.2
Insurance Required of the Owner
8.3
Performance Bond and Payment Bond
3.3
Architect
3.4
Legal Requirements
ARTICLE 9
MISCELLANEOUS PROVISIONS
ARTICLE 4
COMPENSATION AND
9.1
Dispute Resolution for the
Preconstruction Phase
PAYMENTS FOR
9.2
Dispute Resolution for the Construction
PRECONSTRUCTION
Phase
PHASE SERVICES
9.3
Other Provisions
4.1
Compensation
4.2
Payments
ARTICLE 10
TERMINATION OR SUSPENSION
10.1
Termination Prior to Establishing
ARTICLE 5
COMPENSATION FOR
Guaranteed Maximum Price
CONSTRUCTION PHASE
10.2
Termination Subsequent to Establishing
SERVICES
Guaranteed Maximum Price
5.1
Compensation
10.3
Suspension
5.2
Guaranteed Maximum Price
5.3
Changes in the Work
ARTICLE 11
OTHER CONDITIONS AND
SERVICES
Attachments:
AMENDMENT NO. 1 to Agreement
Between Owner and
Construction Manager
AIA DOCUMENT AIA1211CMC AND AGC DOCUMENT 565 - OWNER - CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT 1991 - THE AMERICAN INSTITUTE OF THE ARCHITECTS, 1735 NEW YORK AVENUE, N.W.. WASHINGTON, D.C. 20006 -5292 - AGC -
COPYRIGHT 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006 -5209.
WARNING; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This documenE%Vas electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration as noted below.
Electronic Format A 1211CMe -1991
nt: A121 CMC -ECCI- 910- 20- 4DRAFT.DOC -- 12/16/1999. AIA License Number 109164, which expires on 6/6/2000 -- Page #3
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 fumish the
Construction Manager's reasonable skill and judgment and to
cooperate with the Architect in furthering the interests of the
Owner. The Construction Manager shall furnish construction
administration and management services and use the
Construction Manager's best efforts to perform the Project in
an 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
For the Construction Phase, the General Conditions of the
Contract shall be the 1987 Edition of AIA Document A201,
General Conditions of the Contract for Construction as
amended, which is incorporated herein by reference. F the
n +,., t' Phase, the aN,ent - that the PreeaR`�h-,U..r ;. -..,. er-
C r,.,,.. d rl,. A
$i�d cvnsczuctzvir }3$65 �°�i�TT
geeument A-201 ill -app4y 4e _t4e. Pre. etien Phase
el*-as p- eifieally pFevided � his �e�t. The term
"Contractor" as used in AIA Document A201 shall mean the
Construction Manager.
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 shall proceed concurrently.
2.1 PRECONSTRUCTION PHASE
2.1.1 PRELIMINARY EVALUATION
The C risti:aotterr :`—na ter- Sly} provide -a
r -a€ -43e Qwne-F's pregr-am
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
equipment. The Construction Manager shall provide
recommendations on construction feasibility, actions
designed to minimize adverse effects of labor or material
shortages; time requirements for procurement, installation
and construction completion; and factors related to
construction cost including estimates of alternative designs or
materials, preliminary budgets and possible economies.
2.1.3 PRELIMINARY PROJECT SCHEDULE
1AAen - 1?reje fequifenqeiats d-i* c !
ha-,e been . .fungi,^' y :aenstd, 44e enswucciali .`fir
ffepare, . periBdieal13` update,-a .,-pr-ajee�
541edule FbF tl.e A ,- eh:teet's Feview and the Owner's appre
T Le on Manager ill obtain 44e AfehkaEWS l of the paFtien of like�-.� se4;edule --
Felating-ta-gH? peffeFmanFL'-444ke AFf141teet''F, sefwiees-4}i, —_
G +r,.tiea \,fiage T smell oeordinate -acd iR °e. _te
-the -
pFeliminai=y hedule• -w44- the -5 iiae1 I aetivities
of the Owner, Arcdiiteet and Censti ratie^ ?der. As
.i � =
ee the p FeF;,-.,inai-. PFajeet whe,-t„le shell be t�pd tedtto
, milestene
a4es 4ef Fe6eipt $ PeA418Rt i4eFffia4iOR,
steal $f -a Guai:anteed ?, axiFFtum Price pie ,
pFepar-atien -ai�,4 pro ees sing, -4-41ep -aFA samples
delk,efr -4 ,_e aFaquipfneR t -re i long lea4 time
pFaet rew,e+g-, Owner's @Eeupaney requifements showing
peFtie ks -ef 44e - Prejeat haN,ing aeeupaney pfi8Fity; -aB4'
prepesed ate �€ Substantial lion. 4-€ pFe-l-imina�
PFajeet -s emotes- indioate- that- previeus€y zppFeved-
scricouxe s -may -at}� -be -Hiet; -tlie ensmezvir - rznzaggc -c shall
make date . ' +: 4a 4he 01'nee -and-
Yet
2.1.4 PHASED CONSTRUCTION
r• `—m=ar shall make FaeammeFidati nt40..
the O weer-an#- 4r-Ghitect- Fegardirig,- ttiephased _ss -e€
PraRiRgS f c- rrztatephased
�__ --
ef the tY erI- , if su ..t,-,,..t
h phased ., _ i n_
te_foF th
AIA DOCUMENT AIAI2I /CIVIC AND AGC DOCUMENT 565 - OWNER- CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT 1991 - THE AMERICAN INSTITUTE OF THE ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 -5292 - AGC -
COPYRIGHT 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, i J.W., WASHINGTON, D.C., 20006 -5209.
WARNING, Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration as noted below.
Electronic Format A121 /CMc -1991
1 CMC -ECCI- 910- 20- 4D RAFT. DOC -- 12/16/1999. AIA License Number 109164, which expires on 6/6/2000 -- Page #4
meet; -- in{eeansideratien such faeters mss,
t1FrE -a€�e, availability - e€-lxabaF 3i�r��s,
far temper- . f eiltt.ef-.
previsions
2.1.5 PRELIMINARY COST ESTIMATES
2.9.5.1 When -the r -- a& „f- e-etl y - ideatif4ed 4h-e-
PKF ee-t FequiFements -an4 -9+& 6 PP.Wter -leas feel -etheF
f9F4e Fe34ew Of the j%f:EhiteG appr&'al of the Q- A'R8rr—
fBF.ss'c5mzrasc�ng, aFffs4 ,•- rozlu'fnc-9F similar
.
2.'1.5.2
-b3L the A- met -and _-qTF&yed -b} -t+e Owner, he-
G MaRa,-e Shad Pre Pare -f9f 4 �
E -re-- e .' $f 4'e-
nn r itee -a-n4 appFeyal -ef 4 Qwii r, -a meFe 't om
ee 4mutewith sappeFting data. During ati9a Of the -
Fl.,.,elnr.me t,,,BBE�cr-tSte 1�onst,- .,..den R�f.,nageF
lFi_�Zx, --aim , �ec'r�Tr�acaarT- rxxrxxc�c�cr
sl 9 update refine t5 etee- at apprepFiate tem,als
5 • -
2.1.5.3 When Desk De.ti opmems- Deeumentseve been
ffep,af&4 -J Wit: QwRer,-git-
shall � detailed ----- -'
suppeFtin; -€eF w-t-}4he A- et -arid Fava1-b3`
tke $rvneF. During -the -ffepafa,"n -4 -the Geaswuetien
this
5
2.1.5.4 If any estimate submitted to the Owner exceeds
previously approved estimates or the Owner's budget, the
Construction Manager shall make appropriate
recommendations to the Owner and Architect.
ZjJ_R ;� Construction shall review
� � make ,recammenclations relative_ �g tie
�j�j techniques � , L &Q191 control
sha11 meet b.9 Architects caner
When reaues #ed Abe. c
shall ore�al =a � ,�omoarina
2.1.6 SUBCONTRACTORS AND SUPPLIERS
q:he r rte.,. fi2elE t6 �-
r
•,1savegntrcc^ t"^$cevF zs ierest- •in4,8 Project: Fkd -shall iSh�B thL;
OWRer- and test-feF their infeFmatieR-a4ist-4 pessible
,croon aetaf:T z= suppliers i*h-9 are 4e flffRiSk-
,, er als —&F e"i.pment fabriczated -te-a speeial design, hem
whom proposals Fequested €eF zitc pfifiGipal -peFti r
of tl�e -WeFkm A—r-eh4ec •., r: iRa
of sueh 41-ist - shall -PA4 - Fequire 44e - Owi4eF -ef n-�st 4e-
i �-�z- tltequalik�s�€ esed erttracteFs -ems
5
suppliers, ie shall -it wee wee -=-& --o€ -*& eF eF
A -er�re keet -later -te - ebjeet 4e -ef -reje-e4 -af�y prepesed
,.., .,tFact .,1 r.
2 = = ==_1h_Q Conslucfion anaa ...shall s-e-ek_out-
S3JbCaIlt=ars -and _Matexied _lll? l S -
�id1Ji�9_C1117�.�1.tLtLe �aied Prooa��1�,.
2.1.7 LONG -LEAD TIME ITEMS
The ge =s Fdetie ” = `.1-a�=aF �hall Fe id -te -tke Owe
ate :k.. -a SG }edule- fe+ praEafemeii -e€ !ot}g lead time
items „ - ,wills- paFt--&€ -they eFk Fequir-ed -tom
Fneet tl}i -t sc-c€'se` ale.4 -f such €�vng ie,ad iiF82 itefBs are
PFOelffed-b3.4 e-0WReF,4he8` Shall feGUFed -eFr teFms
per's -ae-eeptaR£ -@ -9f 4he ltivnsc ccc vix
Quafanteed - Maximum -Price pF6pesal, l eefitfaets -?ap sueh
items shall-lae assigned- by-t-he Qwfie r $ l}e f ••nstt- Fae'tiea
lana-
r shall aceep Fespeasibility tteFF4St?5 if
pr- eeured * -the GenstFuction M^rr`t^m"^gg"^c-r --P]e QE)H5nr'rG49R
Mana-
er skall - expedite the deliveizy of leng lead time 42H45.
2.1.8 EXTENT OF RESPONSIBILITY
The Construction Manager does not warrant or guarantee
estimates and schedules except as may be included as part of
the Guaranteed Maximum Price. 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 Construction Manager
recognizes that portions of the Drawings and Specifications
are at variance therewith, the Construction Manager 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
Documents regarding equal employment opportunity and
affirmative action programs.
2.2 GUARANTEED MAXIMUM PRICE
PROPOSAL AND CONTRACT TIME
2.2.1 When the Drawings and Specifications are
suf� complete, the Construction Manager shall
AIA DOCUMENT AIA1211CMC AND AGC DOCUMENT 565 - OWNER - CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT 1991 - THE AMERICAN INSTITUTE OF THE ARCHITECTS, 1735 NEW YORK AVENUE, N-W., WASI-iINGTON, D.C. 20006 -5292 - AGC -
COPYRIGHT 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006 -5209.
WARNING; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration as noted below.
Electronic Format A121 /CMc -1991
1 CMC-ECCI-910-20-4DRAFT. DOC -- 12116/1999. AIA License Number 169164, which expires on 6!612060 -- Page #5
propose a Guaranteed Maximum Price, which shall be the
sum of the ems Cost of the Work established by
Com etp itive Sealed Proposal, the cost of all General
Conditions including all insurance and bonds. -and the
Construction Manager's Fee.
2.2.2 A-s -fie Drawing � -&pes r�may -nst -b+--
finished at tr, time the Gu ante ed M.,..:...uf Priee .,I
i& pr-epaFt'd, ShRll Pr-OVide - f£t4he-
Gua teed Ma.- ii'zrumr Pr4ee --fBT- fifftheF deVelePR4ei t-441+—
Dram-ing o.,,.,.e.,t:,..ations _bey -wee n .fit -fiat -ir
zara'+y'TZ 5� �tEl _r------------
e,=,ister = with -ale GantpIIct suments -a-FI-4 r°^ oliab!,T
iaferable tl4er-e4emr Sueb ftiftheF . evekp .nt -lees fiGt
�e test ings- ashes -ice sEa e -k s
t3, __&f ,_ -bell s
# Shall be to 3.,_s`t ..e Dfde,
2.2.3 the estimated Qest-&f4he W8Fkshall 4Glul4e4hl -.
5 URdef _.
&R4 of ie r;eS1S -Ji£ 3-a 2- �3FBpe as-C9 rf5
the 3A eFli but fiat the basis fer- a
5
2.2.4 BASIS OF GUARANTEED MAXIMUM PRICE
T4e GanstFaet:e.. Manager- shall : T Lmlu d.;itGuaranteed
pie pFepesal -a - itteii statement -6+ l si
A -list �€ 4ke, DfaWn,S end SpeGifieatiGHST
ineitiding
of the Ca t,..,et „t,: t, wege ,ased ilk -
l.
.2 A list -g e # -and -a meRt -of t€re it
basis.
.3 A -list -o -the elaf�at ns assumptiens
made -lam} 44e GanstFdetien A K%age= -ter 4h-e-
Derr -4-the wed Ma?iimum Ppice�
prepesal -te -sit erft -tlae - inf$ffnatieli
.4 The pvapesed atiteed "-Ma:t rn PFiEe,
!Udi fin -a - .tin -theme Best
eF�ed -b-y trade t...Fie T allow anee-
�.,..,.
-ate atheF items -ate 4l4e -fee -that
GeFnpFise the Guaranteed Maximum PFiee.
.5
the wed Ian lie 4-
based, -ai+d -a - l --&f 44e r,,.pa^t=ien
•1111'1•. •1 R • 1' ti1E• $1111 ON I•'1 • •'
.- - • 1' • 1 . • . I. •l1 1-
f1 1•kRm 111 • 50P 1 I.A•'
• • ' • vl- •' �• '• • •+ TT
_ • •I - 1 1 Imo_` • "l JIM ! l • •1 l'
•Iii' -� � f•• f • 1 -. i• .1
-1- - •E. +1 1 t• •� +•
•- A '1 '1 .l• f 'l1.1 .Es - •• •
A •' ■fl mi I I I - • l- • •1
11.1 +•'
__�_ fE •1 111,!-
Ih Szu�arant_e_esi mLtm -Eme shaft -be -Laa d _Q�
�ctsments �_rlurnerate in Arrlendmentl_
2,2.5 The Construction Manager shall meet with the
Owner and Architect to review the Guaranteed Maximum
Price proposal and the written statement of its basis. In the
event that the Owner or Architect discovers any
inconsistencies or inaccuracies in the information presented,
they shall promptly notify the Construction Manager, who
shall make appropriate adjustments to the Guaranteed
Maximum Price proposal, its basis or both.
2.2.6 Unless the Owner accepts the Guaranteed Maximum
Price proposal in writing on or before the date specified in the
proposal for such acceptance and so notifies the Construction
Manager, the Guaranteed Maximum Price proposal shall not
be effective without written acceptance by the Construction
Manager.
2.2.7 Prior to the Owner's acceptance of the Construction
Manager's Guaranteed Maximum Price proposal and issuance
of a Notice to Proceed, 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.
2.2.8 Upon acceptance by the Owner of the Guaranteed
Maximum Price proposal, the Guaranteed Maximum Price
and its basis shall be set forth in Amendment No.l. The
Guaranteed Maximum Price shall be subject to additions and
deductions by a change in the Work as provided in the
Contract Documents and the date of Substantial Completion
AIA DOCUMENT AIA1211CMC AND AGC DOCUMENT 565 - OWNER- CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHTT 1991 - THE AMERICAN INSTITUTE OF THE ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 -5292 - AGC -
COPYRIGHT 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W„ WASHINGTON, D.C., 20006 -5209,
WARNING; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration as noted below.
Electronic Format A121 /CMc -1991
1CMC -ECCI- 910- 20- 4DRAFT.DOC -- 12/16/1999. AIA License Number 109164, which expires on 6/6/2000 -- Page #6
shall be subject to adjustment as provided in the Contract
Documents.
2.2.9 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 contained in Amendment No. 1. 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 Drawings and Specifications are
inconsistent with the agreed -upon assumptions and
clarifications.
2.2.10 The Guaranteed Maximum Price shall include -in the
-
Oest -the WVerlt exclude all -enl these taxes wlrie;} --
ena -at -the 4iFae 4re GuaFaqteed MWEiERWR PFiee 45-
estabiished.
2.3 CONSTRUCTION PHASE
2.3.1 GENERAL
2.3.1.1 The Construction Phase shall commence on 4h-e--
:• {
cagier -or.
(1) the Owner's acceptance of the Construction
Manager's Guaranteed Maximum Price proposal and
issuance of a Notice to Proceeds -&F-
(2) the Owner's -fffst allthOfizatien -te 4k-L-
(a)
(b) ;ems n -WerlE -wA 4-e-
(c) ire -a use order 48r- ~-n ater-ia'lS -Of-
eat requife4 fGr the
2.3.2 ADMINISTRATION
2.3.2.1 These paFtien -e€4he lZ—rr er* - that41e Go -ar:4814r
Manage -ems peFsannej x&11 49-o ". -yea -under
tea=ts -af -by der -appfapriate ^.Teaments -*kh -t€iia-
GeastFaetioa rte. The Construction Manager shall
obtain Cam etitive Sealed Proposals in accordance with open
up blic bidding processes bids from Subcontractors and from
suppliers of materials or equipment €abfisated -te-a spesial -
deaige- €erm # e Work §�atm41ie4i4 - previet:1515� ie';,e -aft4-;-
5 sueh bids, shall deli,,er such bids to the Owner
and ^ --�rehite. The Owner shall then determine, with the
advice of the Construction Manager and Sect 4e -the-
reasenable objection -a€ the Architect, which bids will be
accepted. The owaer igt =ate sperms -per� -eF.
entities ffOR4 ^whem -g}e f'.
.. -�_. Gtioa Ma "^er l' ii3'-'
S
bi&s; -hGWe :i F, 44he Guaranteed Maximui:n ie e -l_s heen-
established 4he der -ma-} -noli pr-ehibi -tom CO., iGii
^ = �st�x gbta�g -lie- €rem ether qu �idde-rs-
�-
The, g,nsti-aetien ` � anageF F,14all-aet4e -reqtaif:ed-te eentraet �
Feasenable ebjeetien.__ Anv_ qualified Bidder may resent a
Proposal._ For anv work the Construction Manw4cr proposes
to do with his own forces. he shall rp esent a Competitive
Sealed Proposal at the same time and same place as other
Bidders. The Construction Manager's Proposal will be
evaluated in the same manner as other submitted or000sals
for the same work.
2.3.2.2 9 -the Guarantee4 mum Piiee 4ias been
n�
e,-ere -by -the ensraetio == - Manage 4e,4he der -ate
n Thee+ -(4-) 4 reeommended -to 4#e gwneF 4Y 4#e
& Sti fEtie^ r ..er, . (2) is qualified to perf-eF . th4 �n _
.g-
of the lr+3�-4as smit4e a -a-bid whiek s-te-tki-e-
er mss; b t - the -Owner reqiiir-es -th,-t anethet -bi4 4-e-
a_- theme GenstFuetioa Manage y Fequ-ire -a-
ehange in the We* be issued _to adjtu< the ft�._entf�.., r..,et:T,�ez.
the Guaranteed Maximum -Pr-iee * -the d ; f�Te G e bemveen-
the bid Of the PeFSOR or- entity r-eeommeFided te the Owner by
•- aaage ameun -e€4he subeeatfaet
ser�tker -fin aeta^". mired b V
desig
gBated by 44e Qwner-.
2.3.2.3 Subcontracts and agreements with suppliers
furnishing materials or equipment fabricated to a special
design shall conform to the payment provisions of
Subparagraphs 7.1.5 and 7.1.9 and shall not be awarded on
the basis of cost plus a fee without the prior consent of the
Owner.
2.3.2.4 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.
2.3.2.5 Promptly after the Owner's acceptance of the
Guaranteed Maximum Price proposal, the Construction
Manager shall prepare a schedule in accordance with
Paragraph 3.10 of AIA Document A201, including the
Owner's occupancy requirements.
2.3.2.6 The Construction Manager shall provide monthly
written reports to the Owner and Architect on the progress of
the entire Work. The Construction Manager shall maintain a
AIA DOCUMENT AIA1211CMC AND AGC DOCUMENT 565 - OWNER - CONSTRUCTION MANAGED AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT 1991 - THE AMERICAN INSTITUTE OF THE ARCITITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 -5292 - AGC -
COPYRIGHT 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006 -5209,
WARNrNG; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution_ This document was electronically produced with permission
of the AIA and can he reproduced without violation until the date of expiration as noted below.
Electronic Format A121 /CMc -1991
1CMC -ECCi- 910- 20- 41DRAPT.DOC -- 12/16/1999. AIA License Number 109164, which expires on 6!6/2000 -- Page #7
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.
2.3.2.7 '" r� r �h 11 4 .,o.
�� �V a s,
Ees k, -ineliadi - PeE!ulaF -FH9R 4@riH-:,-8-f-
dal Bests -f&F Retiv;+ a, 4-R r-eg-ess -ar4 ^yes -few
Lreu �c5 �2E1- �6}3952E�thYZir =�.r. �e rte,, •,err
0
,A,ana =er shall identifr ,,a a Res b A'eeR AP0121 -a*El
e stir atea -e ests -af�4 rep a rl -*e Marian -te =h-e Owne F -ate
2.4 PROFESSIONAL SERVICES
The Construction Manager shall not be required to provide
professional services which constitute the practice of
architecture or engineering, unless such services 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 Construction Manager shall cause such
services to be performed by appropriately licensed
professionals.
2.6 UNSAFE MATERIALS
Refer to Article 10 of AIA A201_ for safety procedures on the
'ob site and-response to related unsafe a
materials.r^ addition to
the pr-evisions ef Paeagr - 144- is-64A t AQ01,4-
Feasaiiabtle presautions -,,411 Jae n -te - prevet4
mateFig- eF� -eeR �e
byr,.......zuetio reran,.,°, -tote, C6H9+,-,,,.+i„n a,r^.,age�
- #}fir.' - �ea�cr�avcxva - rzcer� ; _� -tn'a�=t="�'er"
in th Gendkien to �ha Owner and
A- nGhke6t-iR Wr -iti= g - Owner-; G. R _^ -ate
Subpar h 10.1.?-e€ AIA Deoufnent -AQW. -The gwfieF
sha- ll- belle -€eF ^' -sing a v_ - of -area
F,Ubst-aRGO FepeFted- y-the CenstfHstl0t1 Manage -an4;- 4R4Ia_-
e erlt -sue mm at -eF substanEe -is - found 4e-be sent; -te-
Een5traetien Manage F -acrd A " -t4e
nafnes_md qua! tiens - 4- peF9en•s -of ntities-*lie- are-1e-
peFf-eFm tests verifying 4he - pFeseeee -eF absel3ee -of suet}
material -eF substanee --ef she aFe -te peffeFFR -the 4aslk -0-f-
FeFflaval- eF- safe material -es substance.
-T4:ie r
to -the eF 4ff wf:jting ar ^gig whetheF --eF -net eitheF 4ias-
feaseeable - ebjeetien-te-t4e- geFseFks -ef entitier, Fepesed-br
the owneF.4 either4l+e Gee_ RtC-. M^„^„e V ..s,;+ +
t#tee F-ta WhOffi- the crrorY
\if..., ,. geF and A feh fleet ha;,e ffie Feca'-P✓v"-c"r^a-hv -,le objection.
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
Construction 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. Furnishing of such evidence shall be a condition
precedent to commencement 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 responsibility 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, and 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 3.1.4.4, except to the extent that the Construction
Manager knows of any inaccuracy:
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
limitations and utility locations for the site of the Project, and
a written legal description of the site. The surveys and legal
information shall include, as applicable, grades and lines of
streets, alleys, pavements and adjoining property and
structures; 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
AIA DOCUMENT AIA121ICMC AND AGC DOCUMENT 365 - OWNER- CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT 1991 - THE AMERICAN INSTITUTE OF THE ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 -5292 - AGC -
COPYRIGHT 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006 -5209.
WARNING; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration as noted below.
Electronic Format A121 /CMc- 1991
1 CMC -ECC1- 910- 20- 4 DRAFT. DOC -- 12/16/1999. AIA License Number 109164, which expires on 6/6/2000 -- Page ##8
improvements and trees; and information concerning
available utility services and lines, both public and private,
above and below grade, including inverts and depths. All
information on the survey shall be referenced to a project
benchmark.
3.1.4.3 The services of geotechnical engineers 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 tests,
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
pollution 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.
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,
construction 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 the Basic
Services, including normal structural, mechanical and
electrical engineering services, other than cost estimating
services, described in the edition of AIA Document B141
current as of the date of this Agreement. The Owner shall
authorize and cause the Architect to provide those Additional
Services described in AIA Document 8141 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 and
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 provisions may be
deleted.
3.4 LEGAL REQUIREMENTS
The Owner shall determine and advise the Architect and
Construction 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 provide the information and services required
under Paragraph 3.1.
ARTICLE 4
COMPENSATION AND PAYMENTS FOR PRE;CONSTRUCTION PHASE SERVICES
The Owner shall compensate and make payments to the Construction Manager for Preconstruction 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 cast items as
applicable)
There shall be no compensation for the Construction Manager for any work performed by the Construction Manager through
approval of the Guaranteed Maximum Price and Notice To Proceed.
4.1.2 shall be equitably .,.r uste if SUC-14 SeFl,.iGes e?it nd r..,,, ,,R4ffem the date
g
4.1.3 If eempensation is based -e*-a Faulmot'ple -ef Personnel - dense ;pirecl gal &ipense4s defined��e d�t-
eeii'Fibutiens befje&s Felated- gtLet , SUGl aseMple)'RieR� taPies �- ernpleyee beFie&6, sib -leave
s.
AIA DOCUMENT AIAi211CMZ C AND AGC DOCUMENT 565 - OWNER- CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT 1991 - THE AMERICAN INSTITUTE OF THE ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 -5292 - AGC -
COPYRIGHT 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, E957 E STREET, N.W., WASHINGTON, D.C., 20006 -5209.
WARNING; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration as noted below.
Electronic Format A121 /CMc -1991
nt: A121CMC- ECC1- 910- 20- 4 DRAFT. DOC -- 12116/1999. AIA License Number 109164, which expires on 6/6/2000 — Page #9
4.2 PAYMENTS
4.2.1 ' fbIlONving, a
be in pFopefztion _to sef-Arzes pe oFnied.
4.2.2 . Amounts
unfaig after the da�e 01,1—A praym-ent is A--- -1-all bear- intefest at the r4e enteFed below, 9F in the abseRee J
A -Iaee where the Pfp`eet is lecated.
, at the
5
(Insert rate of interest agreed upon.)
(Usury laws and requirements under the Federal Truth in Lending Pict, similar state and local consumer credit laws and other regulations at the Owner's and
Construction :Vfanager's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Legal advice should be
obtained ivith respect to deletions or modifications, and also regarding requirements such as written disclosures or tivaivers.)
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 A For the Construction Manager's performance of the Work as described in Paragraph 2.3, the Owner shall pay the
Construction Manager in current funds the Contract Sum consisting of the Cost of the Work as defined in Article 7 and the
Construction Manager's Fee determined as follows:
(State a hump sum, percentage of actual Cost of the JVork or other provision for determining the Construction jVlanager's Fee, and explain hose the Construction
,Vionager's Fee is to be adjusted for changes in the TForlk)
The Construction Manager Fee shall be Three Percent (3.0 %) of the cost of the work. exciudintr A & E Fees._ The Construction
Manatrer will waive pavment of the Construction Manager Fee until the work is 80% complete.
5,2 GUARANTEED MAXIMUM PRICE
5.2.1 The sum of the Cost of the Work and the Construction Manager's Fee are guaranteed by the Construction Manager not to
exceed the amount provided in Amendment No. 1, subject to additions and deductions by changes in the Work as provided in the
Contract Documents. Such maximum sum as adjusted by approved changes in the Work is referred to in the Contract Documents as
the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the
Construction Manager without reimbursement by the Owner.
(Insert specific provisions if the Construction manager is to participate in any savings)
5.3 CHANGES IN THE WORK
5.3.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of
Amendment No. 1 may be determined by any of the methods listed in Subparagraph -'',� Article 7 of ALA Document A201.
5.3.2
fee), the tefffis ,
„ „ 7.13
.3 of .41A Document AQ0! and the teens
€er ovefhead -a -per V -if Subparagaph 7.3.6 of AAA Peourent A291 shall ha;,e - meanings assigned - tee- iR-t4at-
dGUrnerlt shall net 13e Sed*} this AFtacle- ^ -te ..tees awarded tk�e r s -prier ensent en e-
s.
5.3.3 In calculating adjustments to the Contract, the terms "cost" and "costs" as used in the above - referenced provisions of AIA
Document A201 shall mean the Cost of the Work as defined in Article 6 of this Agreement and the terms "and a reasonable
allowance for overhead and profit" shall mean the Construction Manager's Fee as defined in Subparagraph 5.1.1 of this Agreement.
5.3.4 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, in the aggregate, that application of the adjustment provisions of
AIA DOCUMENT AIA1211CMC AND AGC DOCUMENT 565 - OWNER- CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT 1991 - THE AMERICAN INSTITUTE OF THE ARCHITECTS, €735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 -5292 - AGC -
COPYRIGHT 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006 -5209.
WARNING; Unlicensed pho €ocopying vio €ates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration as noted below.
Electronic Format A121 /CMc -1991
t: Al 21CMC -ECCI- 910- 20- 4D RAFT. DOC -- 12/1611999. AIA License Number 109164, which expires on 6/6/2000 -- Page #10
Subparagraph 5.1.1 will cause substantial inequity to the Owner or Construction Manager, the Construction Manager's Fee shall be
equitably 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
6.11 The term "Cost of the Work" shall mean costs necessarily incurred by the Construction Manager in the proper performance
of the Work. 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.
iQ e ce is in�tlsiesLfor refe,e
6.1.2 LABOR COSTS
.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.
(fit is intended that the wages or salaries of certain personnel stationed at the Consiniction ,1.lanager's principal cfrwe or offices other than the site
office shall be included in the Cost of the Work such personnel shall be identified below.)
.3 Wages and salaries of the Construction Manager's supervisory 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
reasonable 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 to the Owner as a deduction from the Cost of the Work.
6.1.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS
Costs, including transportation, installation, maintenance, dismantling and removal of materials, supplies, temporary
facilities, 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
AIA DOCUMENT AIA1211CMC AND AGC DOCUMENT 565 - OWNER- CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT [991 - THE AMERICAN INSTITUTE OF T14E ARCHITECTS, 1735 NEW YORK AVENUE, N.W, WASHINGTON, D.C. 20006 -5292 - AGC -
COPYRIGHT 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C.. 20006 -5209.
WARNING; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until die date of expiration as noted below.
Electronic Format A 1211CMc- l 99l
t: A121CMC -ECCI- 910- 20- 4DRAFT.DOC -- 1211611999. AIA License Number 109164, which expires on 6/6/2000 -- Page #11
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
delivery charges, telephone service 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 the basis of reimburseinentj
.2 Sales, use or similar taxes imposed by a governmental authority which are related to the Work and for which the
Construction 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 claims and payments of settlements made with the Owner's consent;
provided, however, that such costs of legal defenses, judgments and settlements shall not be included in the calculation
of the Construction Manager's Fee or the Guaranteed Maximum Price 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.
.6 Data processing costs related to the Work.
.7 Deposits lost for causes other than the Construction Manager's negligence or failure to fulfill a specific responsibility to
the Owner set forth in this Agreement.
Legal, mediation and arbitration costs, other than those arising from disputes between the Owner and Construction
Manager, reasonably incurred by the Construction Manager in the performance of the Work and with the Owner's
written permission, which permission shall not be unreasonably withheld.
.9 Expenses incurred in accordance with the Construction Manager's standard personnel policy for relocation and
temporary living allowances of personnel required for the Work, in case it is necessary to relocate such personnel from
distant locations.
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
AIA DOCUMENT AIAl21 /CMC AND AGC DOCUMENT 565 - OWNER- CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT 1991 - THE AMERICAN INSTITUTE OF THE ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASlitNGTON, D.C. 20006 -5292 - AGC -
COPYRIGHT €991 - THE ASSOCIATED GENERAL. CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006 -5209.
WARNING; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration as noted below.
Electronic Format A121 /CMc -1991
t: A121CMC -ECCI- 910- 20- 4D RAFT. DOC -- 12/16/1999. AIA License Number 149164, which expires on 6!612090 -- Page #12
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
negligence 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 personnel 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 to the extent that the cost of repair or correction is not
recoverable by the Construction Manager from insurance, Subcontractors or suppliers.
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
provision 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
principal office or offices other than the site office, except as specifically provided in Clauses 6.1.2.2 and 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, except 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.
.b Rental costs of machinery and equipment, except as specifically provided in Subparagraph 6.1.5.2.
.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
Construction Manager to fulfill a specific responsibility to the Owner set forth in this Agreement.
.7 Costs incurred in the performance of Preconstruction Phase Services.
.8 Except as provided in Clause 6.1.7.1, any cost not specifically and expressly described in Paragraph 6.1.
.9 Costs which would cause the Guaranteed Maximum Price to be exceeded.
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, and 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 to the Owner
as a deduction from the Cost of the Work.
AfA DOCUMENT AIA121ICIVIC AND AGC DOCUMENT 565 - OWNER - CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT 1991 - THE AMERICAN INSTITUTE OF THE ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 -5292 - AGC -
COPYRIGHT 1991 - THE ASSOCIATED GENERAL CONTRACTORS Or AMERICA, 1957 E• STREET, N.W., WASHINGTON, D.C., 20096 -5209,
WARNING; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration as noted below.
Electronic Format A1211CMe -1991
t: A121CMC -ECCI- 910- 20- 4DRAFT.DOC -- 12/16/1999. AIA License Number 109164, which expires on 6/6/2090 -- Page x#13
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
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:
the Twentieth (20th) day of the month.
7.1.3 Provided an Application for Payment is received by the Architect not later than the Twenty -Fifth (25th) day of a month; the
Owner shall make payment to the Construction Manager not later than the Fifth (5th) day of the Following month. If an Application
for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than
days after the Architect receives the Application for Payment.
7.1.4 44h eaeh Applieation r
er iwieiees with eheekveuchers -and-an} eter- eviden cr-e+ n -n-ehitee�4a depaqnstFL4e 4,at Gash
air-eady reeeived by the Geiistr-uetien Manager-; less P-) tkat pof4ien E)�these payments aafibutable te the Ganstn4etiqn ManageF's Pee;
7.1.5 Each Application for Payment shall be based upon the most recent schedule of values submitted by the Construction
Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price
among the various portions of the Work, except that the Construction Manager's Fee shall be shown as a single separate item. The
schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may
require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Construction Manager's
Applications for Payment.
7.1.6 Applications for Payment shall show the percentage completion of each portion of the Work as of the end of the period
covered by the Application for Payment. The percentage completion shall be the -lesse of (1) the percentage of that portion of the
Work which has actually been completed (2) �he pefeentage ebtaified by dividing (a) �he expense which has ar;�ually been ineu
r •- anagef -BUR Of that peF40fi of the whieh e Genstruetien -fie= teas -made intends
Make aGVaal payment prior to the neA4 Applieatiaa for- Payment by (b) the share ef the Gu2�anteed Maxifnam Pviee allecated te that-
7.1.7 Payment shall be made in accordance with Article 9 of the General Conditions. Sabjeet *_ other pFavisiens af he Oan4aet-
Decumeats, the amount 9�eae'
b
.1 Ta4i-L� 'hat peftien -ef a Maximi4m 7fiee pfapeFly allaeable 49 - 'plete(A "WE)F`c -a-S de - °T
- Ompletien -ef pevtien of the Work b-y4e share E€ -thew 14a?ii Hffl Pfice
alleeated4e4f e# tae -8f to W84 -iffy ule -4-ya4es: Pending final detemaination - e€ r=est -tee erg
changes4*41 e VIer{E, t^ts -tta ineluded US Feed -iii Subpaita',:'Faph 7.9.7 Of AIA Doeument.
AIA DOCUMENT AIA1211CMC AND AGC DOCUMENT 565 - OWNER - CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT 1991 - THE AMERICAN INSTITUTE OF THE ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 -5292 - AGC -
COPYRIGIiT 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006 -5209.
WARMING; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration as noted below.
Electronic Format A121 /CMc -1991
t: A121 CMC -ECCI- 910- 20- 4D RAFT. DOC -- 12116/1999. AIA License Number 109164, which expires on 616!2000 --Page #14
ry 01, eyen �keug,4 the QRar-anteed -N!aXiFRUM PFir-e has not yet been-a4jw_4ed-b-�hange GF4er,
.2 A444hat peftien -ef4he guarantee "te e pFopeFly alloeable4& F , -a suitably store A- the -s-44&F SH135equen iffeOF:peration -i*4 to der — &F- ,4-appr4ed -in advanee*44e suitably
5�qFed offt4e site at a4eeation agreed uYv,. in
.3 (%).
a 44ie Cost of the c fl- in4he �w6- pf-eeediti,,g - Qauses- a€- 9ierate- stated- iii- Subparagraph 5.1.1 -ar-, if the -
r stated s -a firmed- sum- i*-that 14}E a geunt £-h bears 4ie ;ufL
rcciv $ hat f � iEe-&✓ tl Cost ofthe - 'Azori in tide- t -A-e preeeding Clauses -bears -ia r23senable estimate- c'�-f4ke-
n.
.4 5b r.
.5 gubtTar=t - tlleshoFtfall, if -any, ieatedd -b}4 C t t tctiee `; T-i r e doeuFfieFAation f h.. Subp., ".,V,.... l
T.Tl-t-9 sub tia e-p4af AppkatieRs Wit, a resugig -97ani eFrers subsequently 4-by-t4e Qwner
.6 SubtfaCtafneef4s,4 -f any, €eE -which n'� crekitecA -has •:«- w=thheld • izxcr lrri °cam £- AiFi$ate eFzPa-,'fnce-Frc
Paragr-aph 9.5 of AIA Peeunient _ 1.
7.1.8 Pavments shall be subiect to a Five Percent (5.01/6) retention on all work done. € t t eF's -ffiiff appRval,
pay ents to Subeont:Factor-s shall be subjeet to retention of ne� less than pefeent of
Maaager 5
S.
7.1.9 9?Eeept - It -t#e s -del mil; 4he r e a "- - steal l - act -sae -payfA-Lw� a Stipp liers
materials OF have net been deliver-ed and 5�oFed at the
7.1.10 See Article 9 of AIA A201 General Conditions. in takifig - a.,=��- the -Geaa Fae =o == .. . a�eFrApp= =..u=.o,.s for Payfflent7
toe A..ehiteicshall ar-a£y eompleteness of the cday-*& r...,��vrrs uetion Mmncage --
arrd—,ha4- n,ot -l}e ed-te r-epFeseat "—rr eG -has. made- metailed axaFainatien, as -e-5 ^_;pie ref -the
od-A _Pu1PA en-tatien submitted in aGr=ardanee with Subparagraph :7. 1.11 E)F other- suppoftiilg data; that the AFC-hite6t has Fnade &EhaustA,e oF
Geft4nueus en site inspeGtioRs -that AFehiteet -1}as nade e?iafninations- tear^^ -eT---fGF - what -yeses tkte '',.., n
Own r, will be peff-efffied by the-owner.4; ac--e-ountants aeting, in the sole interest 4t4e Om,
7.2 RIVAL PAYMENT
7.2.1 See Article 9 of AIA A201 General Conditions._ F4tal payfneSt shall -be- made- t-he- Q}N,Rer to e ` "� r MaRageF
5 '] ] 1 ']
which- neeessafily ssuf:Fiv@ n...-.1:...,tiO F8f PayfReRt and- a- fif+a4 ar=Goun't•iRg - F- ti3�� -v-95 -ef the �57rvrr'r-rlrmz e
" cL El viewed �Ei' aceountant�^�Fi� � 2c i r� e ti ieate�$F'l�a t4 a&-
�@EtFkitted -th$ c$iraci-ci'v�iari :- -ri$xi �z-r "l}y�e ] T-r7
the* been Ar-Gh ;-S eh -fHWa e -by4h' r--aet ni$F @ - 4-aj-5-afteF-t4e iSSUan6e E4438
Architect's 9nal Qeftif4ea�e for- Payment, er- as fellows.
7.2.2 •
.1 Ta1re Ole -e€ -the west -a€ -the -WedE ub -13-y 4he GaRSWdc-tiae Manage"* metal -arid 4he-
.2 Sub�Faet ai^unc =] 4 ] -f6f whiii 4he-A. 6miteet wrthhoza^ � GeFtifie mto
payfnefi -&s-
Y
. =AIA DOCUMENT AIAI2I /CMC AND AGC DOCUMENT 565 - OWNER - CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT 1991 - THE AMERICAN INSTITUTE OF THE ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 -5292 - AGC -
COPYRIGHT 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006 -5209.
WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation Lentil the date of expiration as noted below.
Electronic Format A 121 /CMc -1991
t: A121CMC -ECC1- 910- 20- 4DRAFT.DOC -- 12!16/1999. AIA License Number 109164, which expires on 6/6/2000 --Page #15
;f4he aggregate-4 pr- evieti5payments iiiade-by44% Qwne e�Eeeed541ie- ametint -4+e Gen tf�4£iiea ManagaF, lie- �v- v^z^r�ri skit
g er- shall reimburse the diffe.eflee to _Clio vA'Rer
7.2.3 The Li-11 Fe,,iaw repe-iR wr: ^gg -t#e Gen cti-eH "-, r's aeceunting, withiii-384ays-
alte3 delivery--&f--de l A,- hke«-w,-,4#e C...x `- r. Based uppen such Cast: -e€- the Wer*- a& -the-
^J1
S a<graplt ��-_L1 haye beeff -met; 44e within ^^i -dey-s afte-F -reeeipt ,,f4-3$ Tom_" - c£'peFt 9 ^t1�2 i�r
either issue- te- t+e Cl7YneF-a l rce Ftir�'r8ate-f-eF Pa�-Fnen $-*44 -a eepy-t-9 *&
5 b a previded ifi SubpaFaggraph 9. -.
e€ AIA goeumen AQ91. -T4e-ti ne peFieds graph 7.2 u2 these stated-{+ S 1 -4-AIA
peen el t 42 1.
7.2.4 ,.
4es5 -clr3 ed-lbyt4e C-an ie n r<, agag^^�eF,,-�he Ce.r' 314all be entitled4e pfeeeed -iR ReeeFdance Alqiele-9-
he
4je •wneF'F'- ✓�-veea ing, rx
-$t} �- 'Bn5t�t3eti9i}. j•i '
— anager� - Pend ing- a- fiiig- Ease lutiarc$44h-& disputed amoount,�+ -13e-
7.2.5 If-, subseq-ue -tell paymaH --ate r's- regxest, tl�e '^ -men - Manage s eests deseFibed-iit Paragi:aph-
._ g —
shall Feimburse the Mana-t;:-,eF such - a , if aay,
if sueh - casts4a4 been -irtE et -pr eF-ta alert, -in e -a€-the Guaranteed ` aT Priee. if the fig
n ee 1}as� s the aineunt of sardngs shall - stied- aad Owner in n
the + rte be paid 1.5. the_v....,er to the f';,.,s+..aetie„ Manager.
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
AlA Document A201.
8.1.1 Workers' Compensation and Employers` Liability meeting statutory limits mandated by State and Federal laws. if (1) limits
iR � e€ttese wedgy atute- are4e-be- prOlAded -er-H2 44e eMJ318)'e 14 -Rea "+ 4 -teMain -,H-C iRSUMFI
ge or- (9 additional seveFages aFe FeEjUifed, additional eaverages and limits fer- 5ueh insuran6e shall be as f-ellews!.
8.1.2 As established by the -Supplementary General Conditions. _ Commeveial - General 1=iabilit�, e iiiehtdiiig GeN,er-aggTa;, -�fe�
� ViY a .1 + r'�.. +. +r,vnf 12F9te.• +;,,e_.Pfe,aucts Ga p ete4 n tien� �� U l !IaJU�,
a" T�` -vc�- �-cvRZrr> , �c�rs > z-c i'avixax
Damage a 5 Explosion, C-911apse and Underground
T EaGh n.•.•,,,,,.naGe
Q
as
a
a
Q n,-..r7,,,. 8
ggo
a
AIA DOCUMENT AIA121 /CMC AND AGC DOCUMENT 565 - OWNER - CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRiGHT 1991 - THE AMERICAN INSTITUTE OF THE ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON. D.C. 20006 -5292 - AGC -
COPYRIGHT 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006 -5209.
WARNING; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration as noted below.
Electronic Format A 1211CMc -1991
t: Al21CMC -ECCI- 910- 20- 4D RAFT. DOC -- 1211611999. AIA License Number 109164, which expires on 6/6/2000 -- Page #16
.1 q:ke policy shall be ndr ed to h^, a_the GeaeF t A,--,Fe,-,ate pl te this or t aFil _
•
.3 T4e man-aetua-1 Liabilkf iH5UF2Hr=B - Shall ifielude 6eN,er-a-
ge- suffi6ien l -ts nfl ekilfgga is s i Pecumen A201
.der paragFaph ^ is.
8.1.3 Automobile Liability (owned, Hen owneg and hifed �,ehiGles) for- bodily injufy and prepeFty damage:
8.1.4
(if Umbrella Excess Liability coverage is required over the primary insurance or retention, insert the coverage limits. Commercial General Liability and Automobile
Liability limits may be attained by individual policies or by a combination of primary policies and Umbrella and/or Excess Liability policies.)
8.2 INSURANCE REQUIRED OF THE OWNER
During k�phases a€- t4e- Pte}ea Qwiie shall -pose a maintain' i pFapefty insaFaflee, 'Upi,s e
get} hires and 11.9 of AIA Poci4meRt . _ han the
feilewing 1kni4s, eF gFeater if r-equifed by law.
8.2.1 PFopeFty insur-anee:
8.2.2
(If not a blanket policy, list the objects to be insured)
8.3 PERFORMANCE BOND AND PAYMENT BOND
0
8.3.1 The Construction Manager shall (Insert "shall" or "shall not') furnish bonds covering faithful performance of the total Contract
and payment of obligations arising thereunder. Bonds may be obtained through the Construction Manager's usual source and the cost
thereof shall be included in the Cost of the Work. The amount of each bond shall be equal to One Hundred percent 100% 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.
ARTICLE 9
MISCELLANEOUS PROVISIONS
9.1 DISPUTE RESOLUTION FOR THE
PRECONSTRUCTION PHASE
9.1.1 Ela4ns, disputes -er ether Ria4efs 4* - question
eem e _. -4 -fie ' G Phase -ef whieh - relate
5ek4y 4e 41+e n,.eeensti -aeti -base sen'ieeu -of 411e-
Constt"raetioon 7 - BF-ta -4ka Owne"fa tieRS484he-
GefiS etteR -, Qa;^ ,g tkePreGanstraetien -Phase, shall be .. eLied by mad;^t ;en er_-5- afb- t,.^tien.
9.1.2 Any med;^ +;e„ .,d ;acted puF5uant to this ri^,..,r paph
9.1 shalt be held_. aoeaFdanGe with the f .qtr . +: l dustFy
,'xrxediatia* Rules -of -the "" en ,.ter
e-ui:rent-ly -in e€feetr
carless 4#e }dies telly ^ ge° e
etheFrise-- Bemartd -fey mediation
shall iae €mil -iR writil4g
Aatias -ry deman -fff vaediation
made „ -a Feasaaable4ime after-4+e elaim, dispute -er-
ether matter -iR - geestien -#as art. -4+ -ne event -thy
d.,.. a d for F ed:.,tio be ....,de .,AeF the , aAe when instituti .,,
of -legal -er equitable pr- eeeedinggs - }used -upon -suer claim,
&Pute ether ma4e -4-rt question wenld e b affe d4 4he-
AIA DOCUMENT AIA12I /CMC AND AGC DOCUMENT 565 - OWNER - CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT 1991 - THE AMERICAN INSTITUTE OF THE ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 -5292 - AGC -
COPYRIGHT 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006 -5209.
WARMING; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution_ This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration as noted below.
Electronic Format A121/CMc -1991
CMC-ECCI-91 0-20-4DRAFT. DOC -- 12116/1999. AIA License Number 109164, which expires on 6/6/2000 -- Page x#17
9.1.3 A-n- yfir, dispute -of der - mattes -ice question not
resol ed -by - )iiediatien Shall -lie deeaded 4 -ate APJG 4
aeeef4av,%$-*ifcl 44e G0 • fi i i .i • Rules
94h-e man- AFb4Fatien Assseiatien euFFently -irr effect
O
9.1.4 Toe—and few ^..h;t.-^t;e„_ st„atibe P-led r:tin-, with
the other -party -te -th•is ^ iy -aF4 -x4h -the Amefican
A .-asian Asseeiaciea. -A den3,aed -fer aFbitFation ..rte -b�e-
Fnade-eeeii�rzutif with a dem. nd-fb F, mediation d Shall be
e ",ithin -a - titrte €ter the dim, - di-spate -ef-
etlir - matter -iii gUeSti-&>s -has aF458R. -R -a-6 went shall 41,e-
of dal or g based upon -sae#
disj a -of Sherfnattef-ift questieFl mewed -hy �h2-
applicable staPate of limitatiaii-s.
9.1.5 ?ale afbit+atien arising -et -of -of Felati -te 4h,-
Eentfar:t *ta -shall Delude, * eenselidatien -er-
jeinderor4a-anyother-maRfkeP,4ke A_ t€32 A ehitett's
employ ,es -er oensu'ltants, except * =;; tea consent
ei fi erer y
c.�•xa ................. ...�...... ., f
the Ar- h•teet, &A'aef, ot�ther.
per -sari -ff - entity -sour* -tai -lie i 0 ined. -4e -aFbitfatien Shall
inelude,-4y -rev joinder: -er-in -any tnanner;
parties other 4hiaR 4he -0vrtieF, moon N4ane-=e -a-
separate coatFaeter --as 4eseririd -in -AFtiele -6 -Qf IA
eemplete relief is4e -be ^^ ^ - ded-in ar-bitfation. ire pee.-son -
ent-ky @tiler-4hian4he QwFief-ef G^ ie n "-, - -er-a-
.
&epafate t:Faetar- d >,
-eo�� •,as -tea -ifs AFtiele -6 -of AIA
geeunqent A291 shall be ineluded as an .s.
additional thif -te -an itratien e - Rtefesc -er-
fesponsibility -is insubstaR�iah Geasen� 4e arhitradon
n,,ol ing-a* additional - persen-ff-eRtkf- shall at- GonstiWte--
a=reeM-L�J:t -te ea -of-a dispute- flat -dam Od- in -SUGh
eonsertt or with -a named-of deseFibed
therein -The ei g agmFeement -ta sett -a*d othef
agfeements-to e -with -a* additieaal persen -en entity
duly eense;ited -fie -lay parties 4e -this "- emen= -shall 43e-
spe-ifieally ^ ble der - applieable -haw -k,+ -afty
h.,.,:,,.,. is d;eti@n there*.
a '
9.1 .15 q4e award- FendeFed- 1}y -t4a arbitrate ho
s€rall -be -fHia4-, oed went -way -be entered -upen -4 4n-
aeeefdanc-e -w444 ale -law -in -any eau ft having
jufi-Aietien *hared£
9.2 DISPUTE RESOLUTION FOR THE
CONSTRUCTION PHASE
9.2.1 ARy other elaim, dispute t ter matter in question
arising, of er- re late
d- to -t# ^- z �_ •
&hail -be settled -�n ae e e -*k4 ale 4 �€ 41A-
Poe-ument -A204, apt -that -in additioR -te gyred -pfier 4e-
ar-bitfation, -the pa#ies shall e -te settle des -by-
tnediatien -L4 aCeOraaRG8 —w#4 4%e *3R lfidUStf�-
Mediation - R�uYe$ 4xxiczic¢xx Apbitration �s✓vci$ti ttl!'t
eu tly -�+ effeet unless -the paFti'es mutually -agree_
ethep, rise. -A-ay inediation arising -tee # isa shall
be eondu4 d -in Ito -*th 44e ppw, miens -9�
Su g s 9-!.2 aa4
Edition Smditioxls ow e C ct
L1 ithstao dina 1hel €en prOCedure_ l ie . in
reserves ltt_ell lht liticsate any ur reSQlVed cl m.-
9.3 OTHER PROVISIONS
9.3.1 Unless otherwise noted, the terms used in this
Agreement 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
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
anytbing in any document incorporated into this Agreement is
inconsistent with this Agreement, this Agreement shall
govern.
9.3.3 OWNERSHIP AND USE OF DOCUMENTS
The Drawings, Specifications and other documents prepared
by the Architect, and copies thereof furnished to the
Construction Manager, are for use solely with respect to this
Project. They are not to be used by the Construction
Manager, Subcontractors, 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 to use and reproduce applicable portions of
the Drawings, Specifications and other documents prepared
by the Architect appropriate to and for use in the execution of
their Work under the Contract Documents.
AIA DOCUMENT A1Al2I /CMC AND AGC DOCUMENT 565 - OWNER- CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT 1991 - THE AMERICAN INSTITUTE OF THE ARCHITECTS. 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 -5292 - AGC -
COPYRIGH 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006 -5209.
WARNING; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date ofexpiration as noted below.
Electronic Format A 121 /CMc -1991
CMC-ECCI-91 0-20-4DRAFT. DOC -- 12/16/1999. AIA License Number 109164, which expires on 6/612000 -- Page #18
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
themselves, their partners, successors, assigns and legal
representatives 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.
ARTICLE 10
TERMINATION OR SUSPENSION
10.1 TERMINATION PRIOR TO ESTABLISHING
GUARANTEED MAXIMUM PRICE
10 1.1 Prior to execution by both parties of Amendment
No. 1 establishing the Guaranteed Maximum Price, the
Owner may terminate this Contract at any time without cause,
and the Construction Manager may terminate this Contract
for any of the reasons described in Subparagraph 14.1.1 of
AIA Document A20 1.
10.1.2 If the Owner or Construction Manager terminates
this Contract pursuant to this Paragraph 10.1 prior to
commencement of the Construction Phase, the Construction
Manager shall receive no compensation be equitably
-
seFfxpeFfsate4 -€eF Pre ^tpatiti Phase s°,.Fv� ees peFfeFmed
$ -tort -Of Retie a€ IItiII°n -pFe 4 o
that e sempeasation -€e suG#sepAces shall - rrste�iceed #e
..
10.1.3 If the Owner or Construction Manager terminates
this Contract pursuant to this Paragraph 10.1 after
commencement of the Construction Phase, the Construction
Manager shall be compensated for work performed in
accordance with Article 5.1.1 of this A erg ement•
. d#ien_
h nk be-
te -tl}e pensatien � -ia � ,
A Teke 4-he -East -ef -the WOFk iHOUFFe -by 4he-
Geastsaetion Manager-.
Add-the r c viato activ n rmiagtAr ee8ffi te4
upon 4#e Cost $f -the 'Alerk -te Ore -4at�L -e-f-
teFRgina6e a -at 414e ate meted -in Par-agraph -_5. :
vr�'f the Ea +.,, tie„ )lall.,,.er'S Fee d
rcx'sc n$cra cczo�y -c �-z c °c- tT�c�c °ccz RS
a fixed sum in that i ,h czrT ti% S^i^-Futi^ t„ that fL.Ted auicr °c as the
CeSt ..F\Dart- at the ti Rqe ..F teFR4i,v ^tiO.l beat =:r tO
reasonable esti.-.4e of he pFebable fast eFthe
'Alec -k upon qtr r r,letion
4 SUbtfiF-aet a aggregate -&f bus pa5'faaete
made -by -the Owner -an aeeeunt -a€ -the -
The Ownef shall -wise -play 4te r•..., n `,r- anageF
eempensatian ieF -b3= piarehase r-enta! a to ien-e€
the CeROFUCAiGR
ManazgeF tieh Owne s-te retain-and which nat -
F_ se War -k undef pause
exten -flat -t e s -te 4alze -leg@4
eeat tea? erS r'" "'tea ""-
Fental agFeemeTts)), -the, Gowan . ..er —4h-&, -a-& -a-
_dkie.. of reeei„ing, the payments re&ffe.d to in this Artiele
447j 'Z^-.'Kc8ze��te -,ftd telive -e-*S sueh papers -aa4 -aY suak
atl t ac-t lhts -e€the Ce ^tea "- ManaggeF,
OwneF -r+ay Fe qu ire -ceF -the -puFpasa -f -Ai4y vesting, 4R 4k-e-
owner -t#e ight- &- aaEl benefits- ef-the r�,,,� Manager
SubeeR�aets, purchase girder Fenta-1 2RteF8d-
iRt-a-by- tke Qeas en '- -w e taer r
a� pFFeFe the -e: n -e€adaienn -le- -1 Shall -
leas peFffii4iag as5ignmea -t& the -QwRer -as-
ed abeam if -the OwneF is -such ant;
9-A'neF shall a'ae -er- -the
-rv4 Fespee -to -a4 casts arisiRgg unde 4he-
hc^ �•e -erde Fental ageemen t -these
..hieh . ul d ..„t have been n burs ble. a^_f_'_est of the 'lAr.:rk
4- the -ewe _ et -been tens =ed. If the Meets
Ifet -te apt -the -&fmany scant Fast
efde+ -et - Fental- n- gfeemeRt hie# weald have a e
,.Ftlle We* ha this e nt not been fe.- ..,4kate.d rho
purchase ar-deF- aF- Fexta- agFeeFa eat -aad-theeF sl+a -pey�
t n ^fir * tl}e- casts - ReeessaFily inettfFe4 -h3�
the Ce st-aeti^„ r,re rt r b: on eh to etion.
ewe u a
10.2 TERMINATION SUBSEQUENT TO
ESTABLISHING GUARANTEED
MAXIMUM PRICE
Subsequent to execution by both parties of Amendment No.
!,the Contract may be terminated as provided in Article 14 of
AIA Document A201.
AIA DOCUMENT AIA121 /CMC AND AGC DOCUMENT 565 - OWNER- CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT 1991 - THE AMERICAN INSTITUTE OF THE ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 -5292 - AGC -
COPYRIGHT 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006 -5209.
WARNING; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration as noted below.
Electronic Format A1211CMc -1991
CMC- ECCI•- 910- 20- 4 DRAFT. DOC -r 12116/1999. AIA License Number 109164, which expires on 6/6/2000 - Page #19
10.2.1 In the event of such termination by the Owner, the
amount payable to the Construction Manager pursuant to
Subparagraph 14.1.2 of AIA Document A201 shall not
exceed the amount the Construction Manager would have
been entitled to receive pursuant to Subparagraphs 10. 1.2 and
10.1.3 of this Agreement.
10.2.2 In the event of such termination by the Construction
Manager, the amount to be paid to the Construction Manager
under Subparagraph 14.1.2 of ALA Document A201 shall not
exceed the amount the Construction Manager would be
entitled to receive under Subparagraphs 10.1.2 or 10.1.3
above, except that the Construction Manager's Fee shall be
calculated as if the Work had been fully completed by the
Construction Manager, including a reasonable estimate of the
Cost of the Work for Work not actually completed.
10.3 SUSPENSION
The Work may be suspended by the Owner as provided in
Article 14 of AIA Document A201; in such case, the
Guaranteed Maximum Price, if established, shall be increased
as provided in Subparagraph 14.3 .2 of ALA Document A201
except that the term "cost of performance of the Contract" in
that Subparagraph shall be understood to mean the Cost of
the Work and the term "profit" shall be understood to mean
the Construction Manager's Fee as described in
Subparagraphs 5.1.1 and 5.3.4 of this Agreement_
ARTICLE 11
OTHER CONDITIONS AND SERVICES
ent entered into as of the day and year first written above.
JIM BERZiNA. CITY MANAGER
(Printed Name and Title)
CONSTRUCTION E
(Signature)
ELECTRA CONSTRUCTION CO..INC.
EDMOND HAL WILLIAMS. PRESIDENT
(Printed Narne and Title)
AIA DOCUMENT AJA1211CMC AND AGC DOCUMENT 565 - OWNER- CONSTRUCT"fON MANAGER AGREEMENT - 1991 EDITION - AIA -
COPYRIGHT 1991 - THE AMERICAN INSTITUTE OF THE ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 -5292 - AGC -
COPYRIGHT 1991 - THE ASSOCIATED GENERAL CONTRACTORS Of AMERICA, 1957 E STREET, N.W., WASINGTON, D.C,, 20006 -5209.
WARNING; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration as noted below.
Electronic Format A121 /CMc -1991
t: A121 CMC -ECCI- 910- 20- 4D RAFT. DOC -- 1211611999. AIA License Number 109164, which expires on 6/6/2000 -- Page #20