00-156 Resolution No. 00-156
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH
GILBANE BUILDING COMPANY FOR CONSTRUCTION MANAGEMENT SERVICES
FOR THE FAMILY RECREATION CENTER
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Joyce A. Parker, City Manager, and Dolonna
Mecum, City Clerk, be and are hereby authorized and directed
to execute an agreement on behalf of the City of Elgin with
Gilbane Building Company for construction management services
for the Family Recreation Center, a copy of which is attached
hereto and made a part hereof by reference .
s/ Ed Schock
Ed Schock, Mayor
Presented: June 14 , 2000
Adopted: June 14, 2000
Vote : Yeas 6 Nays 1
Attest :
s/ Dolonna Mecum
Dolonna Mecum, City Clerk
AGREEMENT
THIS AGREEMENT, made and entered into this 14th day of June, 2000, by and between the CITY OF
ELGIN, an Illinois municipal corporation (hereinafter referred to as "OWNER") and GILBANE BUILDING
COMPANY, a Rhode Island Corporation authorized to do business in the State of Illinois (hereinafter
referred to as "CONSTRUCTION MANAGER").
WHEREAS, the OWNER desires to engage the CONSTRUCTION MANAGER to furnish certain
professional services in connection with construction of a Family Recreation Center which is presently
anticipated to include preschool, teens and senior spaces, a three-court gymnasium with second level
walking track, two racquetball courts, dance and aerobics rooms, recreation and lap pool, fitness center,
multi-purpose rooms, and administrative offices and a 400 space parking garage, (hereinafter referred to as
the "PROJECT").
NOW, THEREFORE, it is hereby agreed by and between the OWNER and the CONSTRUCTION
MANAGER that the OWNER does hereby retain the CONSTRUCTION MANAGER to act for and represent
it in all construction matters involved in the PROJECT, subject to the following terms and conditions and
stipulations,to-wit:
ARTICLE 1
All work hereunder shall be performed under the direction of the General Services Manager of the Owner,
herein after referred to as the "Manager".
ARTICLE 2
CONSTRUCTION MANAGER'S
SCOPE OF SERVICES
The Construction Manager shall perform the services described in this Article. The Construction Manager
shall furnish construction administration and management 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. The services to be provided under Paragraph 2.1 and 2.2 constitute
the Preconstruction Phase services.
2.1 PRECONSTRUCTION PHASE
2.1.1 PRELIMINARY EVALUATION
The Construction Manager shall provide a preliminary evaluation of the Owner's program and Project
Budget requirements, each in terms of the other. Such preliminary evaluation shall be in the form of a
written report submitted to the Owner within 14 days of the execution of this agreement.
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 designated 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
2.1.3.1 Within sixty (60) days of the start of Preconstruction Services, the Construction Manager will
facilitate and lead a scheduling exercise (the "Card Session") with the Owner, Architect, and Construction
Manager to develop a preliminary overall project schedule. This Schedule shall include activities and dates
for design milestones (schematic design, design development and construction document preparation),
including preliminary bid packages or fast-tracked bid packages, actions, approvals, or decisions required
from the Owner, and preliminary construction activities.
2.1.3.2 Upon execution of this agreement, the Construction Manager shall prepare, and update monthly, 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, Architect and Construction
Manager. As design proceeds, the preliminary Project Schedule shall be updated to indicate proposed
activity sequences and durations, milestone dates for receipt and approval of pertinent information, submittal
of a Guaranteed Maximum Price proposal, 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 proposed date of Substantial Completion. If
preliminary Project schedule updates indicate that previously approved schedules may not be met, the
Construction Manager shall make appropriate recommendations to the Owner and Architect.
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. It is the current
expectation of the parties that the Project will be constructed in phases. Such phases are currently expected
to in general consist of the parking structure, underground and structural work(concrete, structural steel, and
masonry packages), and the balance of the Project. In the event the Project does proceed in phases it is
expected that one or more phases of the Project may have proceeded into the construction phase while one or
more other phases of the Project may still be in the pre-construction phase. It is the intention of the parties
that the provisions of this agreement shall to the extent necessary be construed to accommodate and permit
such phasing of the Project.
2.1.5 COST ESTIMATES
2.1.5.1 Upon execution of this agreement, the Construction Manager shall prepare, for the review of the
Architect and approval of the Owner, a preliminary cost estimate utilizing the schematic design documents
prepared by the Architect and approved by the Owner, and utilizing other conceptual estimating techniques
such as area and volume. Such preliminary cost estimates shall be submitted to the Owner in the form of a
written report within 14 days of the execution of this agreement.
2.1.5.2 The Construction Manager shall update and refine the preliminary cost estimate during the design
development phase as issues arise until construction documents reach fifty percent (50%) completion and
2
shall perform value engineering and cost studies of various elements and options including alternative
designs or materials and possible economies. The cost updates shall be performed at appropriate intervals by
the Construction Manager as agreed to by the Owner, Architect, and Construction Manager. A detailed cost
estimate during the design development phase will not be required until the construction documents reach
fifty percent(50%) completion.
2.1.5.3 When Construction Documents reach 50% completion, the Construction Manager shall prepare a
detailed estimate with supporting data for review by the Architect and approval by the Owner. During
completion of the Construction Documents,the Construction Manager shall update and refine this estimate at
appropriate intervals agreed to by the Owner, Architect, and Construction Manager. The Construction
Manager shall complete the detailed estimate for the construction of the Project and submit same to the
Owner within 21 days after receiving the final construction documents which have been prepared by the
Architect and approved by the Owner.
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.
2.1.6 SUBCONTRACTORS AND SUPPLIERS AND PROJECT PROCUREMENT
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 Architect will promptly reply in writing to the Construction
Manager if the Architect or Owner know of any objection to such subcontractor or supplier. The receipt of
such list shall not require the Owner or Architect to investigate the qualifications of proposed subcontractors
or suppliers, nor shall it waive the right of the Owner or Architect later to object to or reject any proposed
subcontractor or supplier.
The Construction Manager will conduct up to two (2) meetings with local firms interested in working on the
Project to explain the bidding and award process and to solicit local firms to bid the project. The location
and/or meeting rooms for the meetings will be furnished by the Owner. In all contracting, hiring or
employment made possible or resulting from this Agreement, there will be not discrimination against any
firm, employee or applicant for employment because of sex, age, race, color, creed, national origin, marital
status, of the presence of any sensory, mental or physical handicap, unless based upon a bona fide
occupational qualification, and this requirement shall apply to, but not be limited to, the following:
employment advertising, layoff or termination, rates of pay or other forms of compensation and selection for
training, including apprenticeship.
No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities
made possible by or resulting from this Agreement on the grounds of sex, race, color, creed, national origin,
age except minimum age and retirement provisions, marital status or the presence of any sensory, mental or
physical handicap. Any violation of this provision shall be considered a violation of a material provision of
this Agreement.
The Construction Manager shall include language banning discrimination per the above in all subcontracts
and purchase orders for the project.
Unless unexpected circumstances arise and subsequently agreed to by the Owner the Construction Manager
shall not self perform any of the construction work on the Project. The construction work on the Project
3
shall be performed under subcontracts or by other appropriate agreements with the Construction Manager.
Source selection for all subcontractors and suppliers shall be conducted in conformance with the City of
Elgin procurement ordinance. The Construction Manager may use a prequalification process to pre-qualify
bidders to determine the responsibility of prospective bidders. The Construction Manager shall obtain bids
from Subcontractors and from suppliers of materials or equipment fabricated to a special design for the Work
from the list of qualified bidders previously reviewed and, after analyzing such bids, shall deliver such bids
to the Owner and Architect. The Owner shall then determine, with the advice of the Construction Manager,
which bids will be accepted. The Owner may designate specific persons or entities from whom the
Construction Manager shall solicit pre-qualification information. The Construction Manager shall not be
required to contract with anyone to whom the Construction Manager has reasonable objection and the Owner
has determined not to be a responsible or responsive bidder or offeror. The Construction Manager shall
prepare Bid Packages consisting of drawings, specifications, and other information prepared by the
Architect, Invitations to Bid, Instructions to Bidders, Proposal Form, Scopes of Work, General
Requirements, General Conditions and Supplementary General Conditions, sample Trade Contracts,
Performance and Payment Bond Forms, Insurance Specifications, and other conditions of the contract to
secure trade contractor or supplier bids for all elements of the project. Bid Packages shall be prepared and
developed as the Construction Manager determines are in the best interests of the project. The form and
contents of all bid packages shall be subject to the advance approval of the Owner. Bid packages shall be
publicly advertised and bid openings shall be conducted as approved by the Owner and in conformance with
the City of Elgin procurement ordinance.
All successful bidders shall be compensated in accordance with the Illinois Prevailing Wage Act, and shall
be required to comply with all federal, state, and local laws, regulations, orders, and ordinances applicable to
public contractors in Illinois. All successful bidders shall be required to certify that they are not barred from
contracting with any unit of state or local government as a result of a violation of Section 33E-3 or 33E-4 of
the Interference with Public Contracting Act, 720 ILCS 5/33-E-1, et. Seq. (1996).
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 approved
by the Owner, the Construction Manager shall procure long-lead items in advance of subcontracts for the
Work, provided however, any such procurements shall be conducted in conformance with the requirements
of the City of Elgin procurement ordinance. The Construction Manager shall expedite the delivery of long-
lead time items.
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.
4
2.1.9 PRECONSTRUCTION PHASE KEY PERSONNEL
The following Key Personnel of the Construction Manager shall participate and shall be involved in the
Preconstruction Phase of the Project for the duration of Preconstruction Services:
Name: Title:
Jeffrey J. Masters Project Executive
Richard Wise Preconstruction Manager
The Construction Manager will not reassign or replace Preconstruction Key Personnel as identified herein
without the prior approval of the Owner,which approval shall not be unreasonably withheld.
Estimated and anticipated manhours included in the Construction Manager's lump sum fee for
Preconstruction Services for the Construction Manager's personnel are included in Exhibit 2 to this
agreement.
2.1.10 PROJECT PARTNERING
The Construction Manager will conduct two partnering sessions during the project. One partnering session
will be conducted during the Preconstruction Phase and will involve the Owner, Architect and Construction
Manager. One partnering session will be conducted during the Construction Phase and will involve the
Owner, Architect, Construction Manager and selected Trade Contractors. In addition, periodic
Owner/Architect/Construction Manager partnering meetings to review the progress of the project will be held
periodically through the project but not less than every three (3)months.
2.2 GUARANTEED MAXIMUM PRICE PROPOSAL AND CONTRACT TIME
2.2.1 Upon receipt of all subcontract and supplier bids for the project or a phase thereof, the Construction
Manager shall propose a Guaranteed Maximum Price, which shall be the sum of the Estimated Cost of the
Work (which shall include the Construction Manager's Contingency), the Construction Manager's Fee, and
Owner's Allowance, if any.
2.2.2 The Estimated Cost of the Work shall include the Construction Manager's Contingency, a sum
established by the Construction Manager for the Construction Manager's exclusive use to cover costs which
are properly reimbursable as a Cost of the Work but not the basis for a Change Order. The Construction
Manager's Contingency shall be equal to 3% of the total of all subcontracts and purchase orders for the
project. Savings from the awarded subcontractor or supplier contracts shall accrue and be available for use
in the same manner as the Construction Manager's contingency. The Construction Manager shall report the
expenditure of Construction Manager's Contingency to the Owner as any expenditures occur and monthly.
2.2.3 The Construction Manager is authorized to enter into amendments to the awarded subcontractor and
supplier contracts when the subject of any such amendment does not constitute a Change in the Work, is
required to complete work within the scope of the Project, and is properly reimbursable as a Cost of the
Work. Any such amendments to the subcontractor and supplier contracts authorized by the Construction
Manager shall be applied and charged against the Construction Manager's Contingency. Any such
amendments which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the
Construction Manager without reimbursement by the Owner. In the event any such proposed amendment is
not germane to the original subcontract as signed and is in an amount equal to 10% of the original
5
subcontract or more, the Construction Manager shall, to the extent circumstances reasonably permit, obtain
bids for the additional work which is the subject of the proposed amendment pursuant to the procedures as
set forth in Section 2.1.6 hereof. Amendments to the awarded subcontractor and supplier contracts which
constitute a Change in the Work and are not within the scope of the Project shall be accomplished by Change
Orders pursuant to Article 7 of the General Conditions. All Change Orders shall be authorized by the Owner
pursuant to the procedures in Article 3.2.
2.2.4 BASIS OF GUARANTEED MAXIMUM PRICE
The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of
its basis, which shall include:
.1 A list of the Drawings and Specifications, including all addenda thereto and the Conditions of
the Contract, which were used in preparation of the Guaranteed Maximum Price proposal.
.2 A list of allowances and a statement of their basis.
.3 A list of the clarifications and assumptions made by the Construction Manager in the
preparation of the Guaranteed Maximum Price proposal to supplement the information
contained in the Drawings and Specifications.
.4 The proposed Guaranteed Maximum Price, including a statement of the estimated cost organized
by trade categories based upon the proposed low responsive bids for each category, allowances,
contingency, and other items and the fee that comprise the Guaranteed Maximum Price.
.5 The Date of Substantial Completion upon which the proposed Guaranteed Maximum Price is
based, and a schedule of the Construction Documents issuance dates upon which the date of
Substantial Completion is based.
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
discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the
Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal,
its basis or both.
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 for Subcontractors, 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 Amendments to this agreement. To the extent that the
Project proceeds in phases pursuant to Subparagraph 2.1.4, such amendments shall be added to the then
current Guaranteed Maximum Price, it being the intent of the parties that there be one Guaranteed Maximum
Price for the entire Project. 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 shall be
subject to adjustment as provided in Section 8.3 of the General Conditions.
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 Amendments to this
agreement. Such revised Drawings and Specifications shall be furnished to the Construction Manager in
6
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 Cost of the Work only those taxes which are
enacted at the time the Guaranteed Maximum Price is established.
2.2.11 If desired by the Owner, the Guaranteed Maximum Price will include an amount equal to 2% of the
Cost of the Work for an Owner's Allowance which shall be for the exclusive use of the Owner. In the event
that the Owner's Allowance is not expended during the project, all remaining Owner's Allowance shall be
returned to the Owner without any share of savings by the Construction Manager per Article 5.2.2.
2.3 CONSTRUCTION PHASE
2.3.1 GENERAL
The Construction Phase of the Project or a phase thereof shall commence upon the following:
.1 The Owner's acceptance of the Construction Manager's Guaranteed Maximum Price
proposal for the Project or a phase thereof, and
.2 The Owner's issuance of a notice to proceed and Owner's first authorization to the
Construction Manager to award a subcontract for the construction of the Project or phase
thereof.
2.3.2 ADMINISTRATION
2.3.2.2 The Construction Manager shall schedule and conduct weekly 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.
2.3.2.3 The Guaranteed Maximum Price proposal shall include a schedule in accordance with Paragraph
3.10 of the General Conditions, including the Owner's occupancy requirements.
2.3.2.4 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 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.
2.3.2.5 The Construction Manager shall develop a system of cost control for the Work, including regular
monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed
changes. The Construction Manager shall identify variances between actual and estimated costs and report
the variances to the Owner and Architect at regular intervals.
2.4 UNSAFE MATERIALS
In addition to the provisions of Paragraph 10.1 of the General Conditions, if reasonable precautions will be
inadequate to prevent 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 Manager 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 Manager and Architect shall then proceed in the same
7
manner described in Subparagraph 10.1.2 of the General Conditions. 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 present, to
verify that it has been rendered harmless. Unless otherwise 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 material or substance or who are
to perform the task of removal or safe containment of such material or substance. The Construction 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 Architect have no reasonable objection.
2.5 PROGRESS REPORTS
2.5.1 An outline project milestone schedule is provided herein under:
Activity: Start Date: End Date:
Preconstruction Services—Rec. Center June 15,2000 April 15,2001
Preconstruction Services—Parking Garage June 15,2000 December 15,2000
Bid and Award—Parking Garage December 16,2000 February 15,2001
Bid and Award — Rec. Center Mass Excavation, March 1,2001 April 15,2001
Concrete,and Structural Steel
Bid and Award — Rec. Center remaining bid April 8,2001 May 21,2001
packages
Construction—Parking Garage March 1,2001 November 15,2001
Construction—Rec. Center March 31,2001 July 31,2002
2.5.2 A preliminary project schedule for the Project will be prepared in accordance with Article 2.1.3 above.
Progress will be recorded on the project schedule and submitted monthly as a component of the Status
Report described in .3 below. A detailed construction schedule will be submitted with each phase of
the Guaranteed Maximum Price.
2.5.3 The Construction Manager will submit to the Owner monthly a Status Report keyed to the Project
Schedule. A brief narrative will be provided identifying progress, findings and outstanding issues.
Construction progress will be recorded and submitted monthly as a component of the status report in
2.3.2.4.
2.6 WORK PRODUCTS
All work products prepared by the Construction Manager pursuant hereto including, but not limited to,
reports, photographs and recommendations shall be the property of the Owner and shall be delivered to the
Owner upon request of the Manager provided, however, that the Construction Manager may retain copies of
such work products for its records. Such work products are not intended or represented to be suitable for
reuse by the Owner on any extension of the Project or on any other project, and such reuse shall be at the sole
risk of the Owner without liability or legal exposure by the Construction Manager.
2.7 KEY PERSONNEL
The Construction Manager shall assign and maintain during the duration of the Construction Phase of the
project the following key personnel:
8
Name Position
Jeffrey J. Masters Project Executive
Jeffrey Werderman Project Manager
Daniel Nelson Project Superintendent
Michael Appelbaum Project Engineer
To be determined Assistant Superintendent
To be determined Field Assistant
To be determined Secretary
The Construction Manager will not reassign or replace Key Personnel as identified herein without the prior
approval of the Owner, which approval shall not be unreasonably withheld. Estimated and anticipated
manhours included in the Construction Manager's lump sum fee for Construction Phase Services for the
Construction Manager's personnel are included in Exhibit 2 to this agreement. In the event requested by the
Owner and for good cause, the Construction Manager shall reassign or replace any key personnel as
identified herein.
2.8 COMMUNICATIONS
The Construction Manager shall respond to requests from the Owner within a reasonable time, but not less
than two weeks after receipt by the Construction Manager.
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 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.
3.1.3 STRUCTURAL AND ENVIRONMENTAL TESTS, SURVEYS AND REPORTS
In the Preconstruction Phase, the Owner shall furnish the following 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.
3.1.3.1 Reports, surveys, drawings and tests concerning the conditions of the site which are required by law.
3.1.3.2 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
9
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 information on the survey shall be
referenced to a project benchmark.
3.1.3.3 The services of geotechnical engineers. 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.
3.1.3.4 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.
3.1.3.5 The services of other consultants when such services are reasonably required by the scope of the
Project and are requested by the Construction Manager.
3.1.4 The Owner shall only communicate with Subcontractors through the Construction Manager.
3.2 OWNER'S DESIGNATED REPRESENTATIVE
The Owner's Designated Representative shall be the Owner's General Services Manager who shall have the
authority to make decisions on behalf of the Owner which do not affect or change the Cost of the Work or
the scope of the Project. For the purposes of this contract,the Owner's City Manager shall have the authority
to authorize change orders relating to the construction of the Project up to an amount of less than $10,000.00
per change order. Any such change orders authorized by the City Manager shall be applied against the
Owner's Allowance established in Section 2.2.11 hereof. A change order shall not be artificially or
arbitrarily divided so as to be limited to an amount which may be authorized by the City Manager. Any
change order of$10,000.00 or more must be authorized by the City Council of the City of Elgin.
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 Agreement between
the Owner and the Architect Williams Associates Architects, Ltd. dated November 17, 1999, including the
additional services described therein if required by the Project. Such services shall be provided in
accordance with time schedules agreed to by the Owner,Architect and Construction Manager.
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.
3.5 OWNER'S INSURANCE
The Owner shall provide liability insurance and property insurance (Builder's Risk Insurance) as defined in
Article 11.2 and 11.3 of the AIA A201 General Conditions, 1987 version.
10
ARTICLE 4
COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION 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 a Lump Sum of$202,620.00 inclusive of all fees and expenses regardless of actual time expended or
actual costs incurred by the Construction Manager for such services.
4.1.2 Compensation for Preconstruction Phase services shall be equitably adjusted if such services extend
beyond April 15, 2001 or if the originally contemplated scope of services is significantly modified. Prior to
performing any such additional preconstruction phase services the Construction Manager shall receive the
advance approval of the Owner for such additional services by way of amendment to this agreement. In the
event such additional preconstruction phase services are approved by the Owner, the Construction Manager
shall receive additional compensation on an hourly basis equal to one and eight-tenths (1.80)times the Basic
Labor Rate inclusive of all overhead and profit. The Basic Labor Rate Schedule is attached as Exhibit 1.
Additional reimbursable expenses shall be paid at the actual costs of additional expenses times an overhead
factor of 115% (actual cost x 1.15).
4.2 PAYMENTS
4.2.1 The Owner shall make monthly payments to the Construction Manager within 30 days after receipt
of the Construction Manager's invoice. Said periodic payments to the Construction Manager shall not
exceed the amounts shown in the following fee schedule, plus any changes, and full payment for each task
shall not be made until the task is completed and accepted by the Owner. Amounts unpaid after the date on
which payment is due shall bear interest at the rate of 7 %z%per annum.
Billing Date Activity Fees '
14Jun00 Preconstruction—Preliminary Estimate $10,000.00
12Ju100 Preconstruction services $19,262.00
09Aug00 Preconstruction Services $19,262.00
13Sep00 Preconstruction services $19,262.00
11Oct00 Preconstruction services $19,262.00
08Nov00 Preconstruction services $19,262.00
13Dec00 Preconstruction services $19,262.00
l0Jan01 Preconstruction services—50% Const. Docs Est. $19,262.00
14Feb01 Preconstruction services $19,262.00
14Mar 01 Preconstruction Services $19,262.00
11Apr 01 Preconstruction Services $19,262.00
Totals Preconstmction Phase Totals $202,620.00
ARTICLE 5
COMPENSATION FOR CONSTRUCTION PHASE SERVICES
11
The Owner shall compensate the Construction Manager for Construction Phase services as follows:
5.1 COMPENSATION
5.1.1 For the Construction Manager's construction ribed Paragraph aph 2 3a the Owner hall pay the Construction
construction phase including the services as described gr
Manager in current funds for the Cost of the Work as defined in Article 6 and the Construction Manager's
Fee. The Construction Manager's Fee for Construction Phase Services shall be lump sum of$1,697,112.00
inclusive of all fees and expenses regardless of actual time expended or actual costs incurred by the
Construction Manager for such services. The Construction Manager's Fee for construction phase services is
ion Manager's Fee for
subject to possible increases in accordance with Article 5.3. The Construct
construction phase services may also be equitably adjusted if such services extend beyond a sixteen (16)
month construction phase and such additional duration of the construction phase is as a result of matters
identified in Section 8.3.1 of the General Conditions as amended by the Supplementary General Conditions
dated June 14, 2000. Prior to performing any such additional construction phase services the Construction
Manager shall receive the advance approval of the Owner for such additional services by way of amendment
to this agreement. If such additional services for an additional duration of the construction phase are so
approved by the Owner the Construction Manager shall receive additional compensation on an hourly basis
equal to one and eight-tenths (1.80) times the basic labor rate inclusive of all overhead and profit. The basic
labor rate is attached as Exhibit 1. Additional reimbursable expenses shall be paid at the actual costs of
additional expenses times an overhead factor of one hundred fifteen percent(115%) (actual costs times 1.15).
The Construction Manager's lump sum fee is understood to include but is not limited to the following costs to
support the Construction Manager on the Project:
1 Wages or salaries of the Construction Manager's supervisory and administrative personnel when
stationed at the site or home office personnel performing the duties of Construction Supervisor
(including Project Executive), Estimating, Scheduling, Purchasing, Accounting, Cost Control and
Safety.
.2 Wages and salaries of the Construction Manager's supervisory and administrative personnel
engaged at factories, workshops or on the road in expediting the production or transportation of
materials or equipment required for the Project.
.3 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 the Construction Manager's standard fringe benefits, including
sick leave, medical and health benefits, holidays, vacations, allowed absences and pensions,
provided that such costs are based on wages and salaries included in clauses 5.1.1.1 through
5.1.1.2.
.4 Costs to support the Construction Manager on the Project:
Field Office Rental First Aid
Field Office Move in/Set up Bottled Water
Field Office Maintenance/Repair Communication Equipment
Computer Cost
Field Office Utilities Field Staff Travel
Field Office Janitor Services Small Tools/Safety
Field Office Furniture
12
Fax Machine Progress Photographs
Copier& Supplies Record Storage
Temporary Office Supplies Home Office Travel
Postage/Express Mail Home Office Telephone
Storage of Record Documents Telephone
General&Excess Liability Insurance
Refer to Exhibit 2 for estimated and anticipated amounts of the above.
.5 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.
5.1.2 The Construction Manager's fee for construction phase services includes an Allowance of ten thousand
dollars ($10,000.00) for travel and subsistence costs. The Construction Manager shall be reimbursed for
travel and subsistence costs of the Construction Manager's personnel incurred with the advance approval of
the Owner and the discharge of duties connected with the Work or in expediting the production, testing, or
transportation of materials or equipment required for the Project.
5.1.3 The Construction Manager's Fee shall be increased on account of Changes in the Work by an
amount equal to eight percent (8%) of the Cost of the Change determined in accordance with Subparagraph
7.3.3.3 of the General Conditions. The cost for extended or additional staff shall be equal to one and eight
tenths(1.80)times the applicable Basic Labor Rate shown in Exhibit 1.
5.2 GUARANTEED MAXIMUM PRICE
5.2.1 The Sum of the Cost of the Work as defined in Article 6 and the Construction Manager's Fee are
guaranteed by the Construction Manager not to exceed the amount provided in Amendments to this
agreement, 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.
5.2.2 If, upon completion of the Project, the Actual Cost of the Work plus the Construction Manager's Fee
is less than the Guaranteed Maximum Price as set forth herein and as adjusted by Change Orders and less the
amount of the Owner's contingency, the Owner shall pay the Construction Manager an amount equal to
twenty-five percent(25%)of such savings as additional compensation.
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 Amendments to this agreement may be determined by any of the methods listed in
Subparagraph 7.3.3 of the General Conditions.
5.3.2 In calculating adjustments to subcontracts (except those awarded with the Owner's prior consent on
the basis of cost plus a fee), the terms "cost" and "fee" as used in Clause 7.3.3.3 of the General Conditions
and the terms "costs" and "a reasonable allowance for overhead and profit" as used in Subparagraph 7.3.6 of
the General Conditions shall have the meanings assigned to them in that document and shall not be modified
by this Article 5. Adjustments to subcontracts awarded with the Owner's prior consent on the basis of cost
plus a fee shall be calculated in accordance with the terms of those Subcontracts.
13
ARTICLE 6
COST OF THE WORK
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 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.
6.1.2 LABOR COSTS
.1 Wages including costs for taxes, insurance, contributions, assessments and benefits required by
law or collective bargaining agreements 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. The Construction Manager shall not directly employ any
construction workers or incur any such costs unless unexpected circumstances arise and are
subsequently agreed to by the Owner pursuant to Section 2.1.6.
6.1.3 SUBCONTRACT COSTS
Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the
subcontracts, including Payment and Performance Bonds.
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
.1 Costs, including transportation, installation, maintenance, dismantling and removal of
materials, supplies, temporary facilities, Project vehicles, 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.
14
.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.
6.1.6 MISCELLANEOUS COSTS
.1 That portion directly attributable to this Contract of premiums for the Construction
Manager's Payment or Performance bonds, if required.
.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 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 the General Conditions or other provisions of
the Contract Documents.
.4 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.
.5 Legal, mediation and arbitration costs, other than those arising from disputes solely
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 be withheld.
.6 Reproduction costs and associated postage and shipping costs.
.7 Advertising expenses required to comply with public bidding laws or required for local
business outreach programs.
.8 Coordination of testing laboratories for tests required by the Contract Documents, except
those related to nonconforming Work other than for which payment is permitted by Clause
6.1.8.2.
.9 Fees and assessments for the building permit and other permits, licenses, and inspections
for which the Construction Manager is required by the Contract Documents to pay,
15
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 the General
Conditions.
.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 recovered 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 the General Conditions or other Conditions of the Contract which may
require the Construction Manager to pay such costs, unless such costs are specifically 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 and the Owner shall not be required to pay for any of the
following:
.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 5.1.1.1, 5.1.1.2, and 6.1.2.1.
.2 Expenses of the Construction Manager's principal office and offices other than the site office
except as specifically provided in Paragraphs 5.1 and 6.1.
.3 Overhead and general expenses, except as may be expressly included in Paragraphs 5.1 and 6.1.
.4 The Construction Manager's capital expenses, including interest on the Construction
Manager's capital employed for the Work.
.5 Rental costs of machinery and equipment, except as specifically provided in
Subparagraph 6.1.5.2.
16
.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 Except as provided in Clause 6.1.7.1, any cost not specifically and expressly described in
Paragraph 6.1.
.8 Costs which would cause the Guaranteed Maximum Price to be exceeded.
6.3 ACCOUNTING RECORDS
6.3.1 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 The Construction Manager shall submit invoices in a format approved by the Owner. Progress
reports will be included with all payment requests. Based upon Applications for Payment submitted to the
Owner 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. The Construction Manager shall maintain records showing actual
time devoted and cost incurred. The Construction Manager shall permit the authorized representative of the
Owner to inspect and audit all data and records of the Construction Manager for work done under this
Agreement. The Construction Manager shall make these records available at reasonable times during the
Agreement period and for a year after termination of this Agreement.
7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last
day of the month:
7.1.3 Provided an Application for payment is received by the Owner not later than the first day of
a month, the Owner shall make payment to the Construction Manager not later than thirty (30) days
thereafter. Payment by the Owner to the Construction Manager of the statement amount less retainage, as
hereinafter provided, shall be made by wire transfer to the Construction Manager's bank account within thirty
(30) days after it is submitted. The Construction Manager shall provide to the Owner the appropriate bank
routing and account information necessary to accomplish wire transfers.
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 disbursements already made by the Construction Manager
on account of the Cost of the Work equal or exceed (1) progress payments already received by the
17
Construction Manager; less (2) that portion of those payments attributable to the Construction Manager's
Fee; plus (3)payrolls for the period covered by the present Application for Payment.
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 lesser of
(1) the percentage of that portion of the Work which has actually been completed or (2) the percentage
obtained by dividing (a) the expense which has actually been incurred by the Construction Manager on
account of that portion of the Work for which the Construction Manager has made or intends to make actual
payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price
allocated to that portion of the Work in the schedule of values.
7.1.7 Subject to other provisions of the Contract Documents,the amount of each progress payment shall be
computed as follows:
.1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as
determined by multiplying the percentage completion of each portion of the Work by the share of the
Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending
final determination of cost to the Owner of changes in the Work, amounts not in dispute may be
included as provided in Subparagraph 7.3.7 of The General Conditions, even though the Guaranteed
Maximum Price has not yet been adjusted by Change Order.
.2 Add that portion of the Guaranteed Maximum Price 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 location agreed upon in writing.
.3 Add the Construction Manager's Fee, less retainage of five percent (5%). Upon fifty percent
(50%) completion of the project, no further retainage will be withheld provided the Construction
Manager is performing satisfactorily in the Architect and Owner's opinions. Upon the satisfactory
completion of a phase of the project as determined by the Architect and Owner the retainage from
the Construction Manager's fee for such phase of the project shall be paid to the Construction
Manager. The Construction Manager's fee shall be computed upon the Costs of Work described in
the two preceding clauses at the amount which bears the same ratio to the Construction Manager's
fixed actual fee as the Cost of Work in the two preceding clauses bears to a reasonable estimate of
the probable Cost of Work upon its completion.
.4 Subtract the aggregate of previous payments made by the Owner.
.5 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation
required by Subparagraph 7.1.4 to substantiate prior Applications for Payment, or resulting from
errors subsequently discovered by the Owner's accountants in such documentation.
18
.6 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for
Payment as provided in Paragraph 9.5 of the General Conditions.
7.1.8 Payments to Subcontractors shall be subject to retention of ten percent (10%). Upon fifty percent
(50%) completion of a Subcontractor's work, no further retainage will be withheld provided the
Subcontractor is performing satisfactorily in the Owner's and Construction Manager's opinions.
7.1.9 Except with the Owner's prior approval, the Construction Manager shall not make advance payments
to suppliers for materials or equipment which have not been delivered and stored at the site.
7.1.10 In taking action on the Construction Manager's Applications for Payment, the Architect shall be
entitled to rely on the accuracy 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 Subparagraph 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 Subparagraph 12.2.2 of the General Conditions, and to satisfy
other requirements, if any, which necessarily survive final payment; (2) a final Application for Payment and
a final accounting for the Cost of the Work have been submitted by the Construction Manager and reviewed
and approved by the Owner's accountants; and(3) a final Certificate for Payment has then been issued by the
Architect; Such final payment shall be made by the Owner not more than 30 days after the issuance of the
Architect's final Certificate for payment:
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; but not more than the Guaranteed Maximum Price.
.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 the General Conditions or other
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 thirty (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 accountants, either issue to the Owner a final Certificate for Payment with a copy
19
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 the General Conditions. The
time periods stated in this Paragraph 7.2 supersede those stated in Subparagraph 9.4 1 of the General
Conditions.
7.2.4 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 as follows without a further decision of the Architect. Unless
agreed to otherwise, a demand for non-binding mediation of the disputed amount shall be made by the
Construction Manager within sixty (60) days after the Construction Manager's receipt of a copy of the
Architect'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,but not in excess of the Guaranteed Maximum Price. If the Construction
Manager has participated in savings, the amount of such savings shall be recalculated and appropriate
credit given to the Owner in determining the net amount to be paid by the Owner to the Construction
Manager.
ARTICLE 8
INSURANCE AND BONDS
8.1 INSURANCE REQUIRED OF THE CONSTRUCTION MANAGER
8.1.1 During both the preconstruction phase and construction phases of the Project, The Construction
Manager shall purchase from and maintain in a company or companies lawfully authorized to do
business in the State of Illinois with a Best's rating of no less than A-VII such insurance as will protect
the Construction Manager from claims set forth below which may arise out of or result from the
Construction Manager's operations under this Agreement and for which the Construction Manager may
be legally liable, whether such operations be by the Construction Manager or by a Subcontractor or by
anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be
liable:
9 Claims under workers' or workmen's compensation, disability benefit and other similar
employee benefit acts which are applicable to the Work to be performed;
10 Claims for damages because of bodily injury, occupational sickness or disease, or death of the
Construction Manager's employees;
11 Claims for damages because of bodily injury, sickness or disease, or death of any person other
than the Construction Manager's employees;
12 Claims for damages insured by usual personal injury liability coverage which are sustained (1)
by a person as a result of an offense directly or indirectly related to employment of such person
by the Construction Manager or(2)by another person;
20
13 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible
property, including loss of use resulting therefrom;
14 Claims for damages because of bodily injury, death or a person or property damage arising out of
ownership, maintenance or use of a motor vehicle; and
15 Claims involving contractual liability insurance applicable to the Construction Manager's
obligations.
8.1.2 The insurance required by paragraph 8.1.1 shall be written for not less than the limits of liability
specified below or required by law, as applicable. Coverage shall be maintained without interruption
upon execution of this agreement until date of final payment and termination of any coverage required to
be maintained after final payment. All insurance coverage shall be written on an occurrence basis.
a. Commercial General Liability $2,000,000 General Aggregate Limit(other than
Products —Completed Operations)
$2,000,000 Products—Completed Operations
Aggregate Limit
$1,000,000 Personal and Advertising Liability
$1,000,000 Each Occurrence Limit
$1,000,000 Fire Legal Liability
$10,000 Medical Expense Limit(each person)
$1,000,000 Employee Benefit Liability
b. Business Automobile Liability $1,000,000 Bodily Injury and Property Damage
Combined Single Limit
c. Excess Umbrella Liability Minimum of$40,000,000
8.1.3 The Owner shall be named as an additional insured under the insurance to be obtained by the
Construction Manager pursuant to this agreement pursuant to an additional insured endorsement and
shall be in a form acceptable to the Owner. This insurance shall apply as primary insurance for claims or
losses due to the Construction Manager's operations with respect to any other insurance or self-insurance
programs afforded to the Owner. There shall be no endorsement or modification of this insurance to
make it excess over other available insurance, alternatively, if such insurance states that it is excess or
pro rata, it shall be endorsed to the primary with respect to the Owner. Such insurance shall require that
the Owner be notified if such insurance is to be cancelled or terminated at least thirty(30) days in
advance of any such cancellation or termination.
8.1.4 The Construction Manager shall name the Architect, its agents,employees and consultants as
additional insureds on its liability insurance for bodily injury, sickness, disease, or death arising out of
any negligent act or omission of the Construction Manager, its agents or others for whom the
Construction Manager is legally responsible. The obligations of the Construction Manager shall not
extend to the liability of the Architect, the Architect's consultants and agents and employees of any of
them arising out of(1)the preparation or approval of maps, drawings, opinions,reports, surveys, change
orders, designs or specifications, or(2)the giving of or the failure to give directions or instructions by
the Architect,the Architect's consultants and agents and employees of any of them provided such giving
or failure to give is the primary cause of the injury or damage. Such insurance to be provided on a
primary non-contributory basis. Such insurance shall require that the insurance carrier shall notify the
Architect if such insurance is to be cancelled or terminated at least thirty(30)days in advance of any
such cancellation or termination.
21
8.2 PERFORMANCE AND PAYMENT BONDS
The Construction Manager shall require each of the Subcontractors or Suppliers to furnish bonds
covering faithful performance and completion of the Subcontract and payment of obligations arising
thereunder. 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 Subcontract Sum.
ARTICLE 9
MISCELLANEOUS PROVISIONS
9.1 MISCELLANEOUS PROVISIONS
9.1.1 It is expressly understood that the Owner shall be directly retaining the services of an
Architect/Engineer.
9.1.2 Notwithstanding anything contained herein, it is expressly understood that the Construction
Manager's Project Control Systems, including without limitation - estimating, scheduling, purchasing,
cost reporting and project engineering systems, and all modifications, additions, or alterations thereto,
are and shall remain the sole property of the Construction Manager.
9.1.3 It is expressly understood that in the event the Construction Manager incurs legal or other
professional fees in the process of pursuing or defending a claim, suit or dispute with a Trade Contractor
directly relating to the Project, then such fees shall be reimbursable to the Construction Manager as a
Cost of the Work pursuant to Article 6, subject however, to the Guaranteed Maximum Price, if one is
established.
9.1.4 If the Construction Manager wishes to make a claim for additional compensation as a result of
action taken by the Owner or Architect, the Construction Manager shall give written notice of his claim
within 15 days after occurrence of such action. No claim for additional compensation shall be valid
unless so made. Any changes in the Construction Manager's fee or the Guaranteed Maximum Price shall
be valid only to the extent that such changes are included in writing signed by the Owner and the
Construction Manager. Notwithstanding the event of any claim, or other matter in question arising out of
or relating to this Agreement or the breach thereof, the Construction Manager shall carry on the Work
and the Owner shall continue to make payments in accordance with this Agreement.
9.2 NO PUNITIVE DAMAGES
To the fullest extent permitted by law, neither party to this agreement shall be liable to the other for any
punitive damages resulting from the performance or nonperformance of the agreement notwithstanding
the fault, tort (including negligence), strict liability or other basis of legal liability of the parties so
released or whose liability is so limited and shall extend to the officers, directors, employees, and agents
of such party.
22
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 General Conditions of the Contract for Construction, as amended.
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
anything 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 the property of the Owner and 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 the Work under the Contract Documents.
9.3.4 GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with the laws of state of Illinois.
Notwithstanding the foregoing, the Construction Manager hereby acknowledges and agrees that the
Owner as a home rule municipality may elect to exclude the provisions of the Public Construction
Contract Act (30 ILCS 557/1 et. seq., (Public Act 91-647), hereinafter referred to as the "Act") from the
provisions of this agreement and from the Project in general. The Construction Manager hereby waives
the incorporation of the provisions of the Act into this Agreement and any amendments hereto and to the
Project and waives any and all relief and additional compensation it would be entitled to as a result of the
existence of the Act. The foregoing shall not, however, be interpreted to modify any other terms of this
Agreement including any provisions of this Agreement which would otherwise entitle the Construction
Manager to make claims for additional compensation. The Construction Manager agrees to include
similar provisions relating to excluding and waiving the provisions of the Act in a form acceptable to the
Owner in all subcontracts and other agreements for the Project.
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
23
consent of the other. If either party attempts to make such an assignment without such consent, such
purported assignment shall be void and without effect and that party shall nevertheless remain legally
responsible for all obligations under the Contract.
9.3.6 NO PERSONAL LIABILITY
No official, director, officer, agent or employee of the Owner shall be charged personally or held
contractually liable under any term or provision of this Agreement or because of their execution,
approval or attempted execution of this Agreement.
9.3.7 GENERAL CONDITIONS FOR THE CONSTRUCTION PHASE
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 by the Supplementary
General Conditions dated June 14, 2000, which is incorporated herein by reference. For the
Preconstruction Phase, or in the event that the Preconstruction and Construction Phases proceed
concurrently, the 1987 Edition of AIA Document A201, General Conditions of the Contract for
Construction, as amended by the Supplementary General Conditions dated June 14, 2000, shall apply to
the Preconstruction Phase only as specifically provided in this Agreement. The term "Contractor" as
used in the 1987 Edition of AIA Document A201, General Conditions of the Contract for Construction
shall mean the Construction Manager. In the event of any conflict between the terms of this agreement
and such general conditions of the contract as provided in the 1987 Edition of AIA Document A201,
General Conditions of the Contract for Construction as amended, the terms of this agreement shall
control.
9.3.8 NONDISCRIMINATION
In all hiring or employment made possible or resulting from this Agreement, there will be not
discrimination against any employee or applicant for employment because of sex, age,race, color, creed,
national origin, marital status, of the presence of any sensory, mental or physical handicap, unless based
upon a bona fide occupational qualification, and this requirement shall apply to,but not be limited to,the
following: employment advertising, layoff or termination, rates of pay or other forms of compensation
and selection for training, including apprenticeship.
No person shall be denied or subjected to discrimination in receipt of the benefit of any services or
activities made possible by or resulting from this Agreement on the grounds of sex, race, color, creed,
national origin, age except minimum age and retirement provisions, marital status or the presence of any
sensory, mental or physical handicap. Any violation of this provision shall be considered a violation of a
material provision of this Agreement.
9.3.9 NO CO-PARTNERSHIP OR AGENCY
It is understood and agreed that nothing herein contained is intended or shall be construed to, in any
respect, create or establish the relationship of co-partners between the Owner and the Construction
Manager or as constituting the Construction Manager as the general representative or general agent of
the Owner for any purpose whatsoever.
24
9.3.10 SEVERABILITY
The parties intend and agreed that, if any paragraph, sub-paragraph, phrase, clause or other provision of
this Agreement, or any portion thereof, shall be held to be void or otherwise unenforceable, all other
portions of this Agreement shall remain in full force and effect.
9.3.11 HEADINGS
The headings of the several paragraphs of this Agreement are inserted only as a matter of convenience
and in no way are they intended to define, limit or describe the scope of intent of any provision of this
Agreement nor shall they be construed to affect in any manner the terms and provisions hereof or the
interpretation or construction thereof.
9.3.12 MODIFICATION OR AMENDMENT
This Agreement and its attachments constitutes the entire Agreement of the parties on the subject matter
hereof and may not be changed, modified, discharged or extended except by written amendment duly
executed by the parties. Each party agrees that no representations or warranties shall be binding upon the
other party unless expressed in writing herein or in a duly executed amendment hereof, or change order
as herein provided.
9.3.13 NEWS RELEASES
The Construction Manager may not issue any news releases without prior approval from the Manager nor
will the Construction Manager make public proposals developed under this Agreement without prior
written approval from the Manager prior to said documentation becoming matters of public record.
9.3.14 COOPERATION WITH OTHER CONSULTANTS
The Construction Manager shall cooperate with any other consultants in the Owner's employ or any work
associated with the Project.
9.3.15 INTERFERENCE WITH PUBLIC CONTRACTING: P.A.85-1295
The Construction Manager certifies hereby that it is not barred from bidding on this contract as a result
of violations of either Section 33E-3 or Section 33E-4 of the Illinois Criminal Code.
9.3.16 SEXUAL HARASSMENT.
As a condition of this contract, the Construction Manager shall have written sexual harassment policies
that include, at a minimum, the following information:
A. the illegality of sexual harassment;
B. the definition of sexual harassment under state law;
C. a description of sexual harassment utilizing examples;
D. the vendor's internal complaint process including penalties;
25
E. the legal recourse, investigative and complaint process available through the Illinois Department
of Human Rights, and the Illinois Human Rights Commission;
F. directions on how to contact the department and commission;
G. protection against retaliation as provided by Section 6-101 of the Human Rights Act (copy
attached);
Copies of the policies must be provided to the City of Elgin and the Illinois Department of Human Rights
upon request. P.A. 87-1257
9.3.17 WRITTEN COMMUNICATIONS
All recommendations and other communications by the Construction Manager to the Manager and to
other participants, which may affect cost or time of completion, shall be made or confirmed in writing.
The Manager may also require other recommendations and communications by the Construction
Manager be made or confirmed in writing.
9.3.18 NOTICES
All notices, reports and documents required under this Agreement shall be in writing and shall be mailed
by First Class Mail,postage prepaid, addressed as follows:
As to Owner As to Construction Manager
David L. Lawry,P.E. Joseph F. Clare
General Services Manager Senior Vice President/Regional Manager
City of Elgin Gilbane Building Company
150 Dexter Court 8725 West Higgins Road, Suite 700
Elgin, Illinois 60120-5555 Chicago, Illinois 60631
E-Mail: lawry_d @cityofelgin.org E-Mail: jclare @gilbaneco.com
ARTICLE 10
TERMINATION OR SUSPENSION
10.1 TERMINATION PRIOR TO ESTABLISHING GUARANTEED MAXIMUM PRICE
10.1.1 Prior to execution by both parties of Amendments to this agreement establishing the final
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 A201.
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 be equitably
compensated for Preconstruction Phase services performed prior to receipt of notice of termination,
provided, however, that the compensation for such services shall not exceed the compensation set forth
in Subparagraph 4.1.1.
26
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, 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 Construction 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 Paragraph, an amount which bears the same ratio to that fixed-sum Fee as the
Cost of 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 compensation, either by purchase or rental at the
election of the Owner, for any equipment owned by the Construction Manager which the Owner elects to
retain and which is not otherwise 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
agreements), 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 contractual 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 subcontracts or purchase orders.
Subcontracts, purchase orders and rental agreements entered into by the Construction Manager with the
Owner's written approval prior to the execution of Amendments to this agreement shall contain
provisions permitting assignment to the Owner as described above. If the Owner accepts such
assignment, the Owner shall reimburse or indemnify the Construction 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
to accept the assignment of any subcontract, purchase order or rental agreement which would have
constituted 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 necessarily incurred by the Construction Manager by reason of such termination.
10.2 TERMINATION SUBSEQUENT TO ESTABLISHING GUARANTEED MAXIMUM PRICE
Subsequent to execution by both parties of Amendments to this agreement establishing the final
Guaranteed Maximum Price, the Contract may be terminated as provided in Article 14 of AIA Document
A201.
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.
27
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 the General Conditions 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.
10.2.3 Subsequent to execution by both parties of amendments to this agreement establishing the final
Guaranteed Maximum Price, the Owner may terminate this contract without cause at Owner's
convenience upon fifteen (15) days prior written notice to the Construction Manager. 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. In
such event the Construction Manager shall also be reimbursed for its actual costs for demobilization and
the costs of any cancellation of existing subcontracts and purchase orders, provided however, the
reimbursement for actual costs of demobilization shall in no event exceed One Hundred Thousand
Dollars($100,000.00) and shall not exceed the Guaranteed Maximum Price.
10.3 SUSPENSION
The Work may be suspended by the Owner as provided in Article 14 of the General Conditions; in such
case, the Guaranteed Maximum Price, if established, shall be increased as provided in Subparagraph
14.3.2 of the General Conditions 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.
28
this
IN WITNESS WHEREOF, the undersigned have placed thei origi n
agreements and that there are dnoteother oral
Agreement in triplicate as though each copy hereof was an org
agreements that have not been reduced to writing in this statement.
For the Owner:
Dated this_2&Atday of
A.D., 2000
ATTEST: The City of Elgin
By: 2e
4� '
By: Ci anager
City Clerk
(SEAL)
For the CONSTRUCTION MANAGER
1 p
Dated this ,GTi day of A.D., 2000.
GILBANE BUILDING COMPANY
ATTES
By:
B ul J. Cho a tte, Jr.
Secretary
Chairman of the Board/CEO
(SEAL)
29
June 14, 2000
SUPPLEMENTARY GENERAL CONDITIONS
These Supplementary General Conditions amend AIA Document A201, General Conditions of the
Contract for Construction, 1987 edition, as follows:
1.1.2 Revise the last sentence of this subparagraph to read "The Architect and Construction Manager
shall each,however,be entitled to performance and enforcement of obligations under the other's contract
intended to facilitate performance of its duties."
1.3.1 Add the following in the ninth line after"the author of them and": "Owner has and".
2.2.1 Delete this subparagraph in its entirety.
2.2.2 Revise this subparagraph to read "The Owner shall furnish surveys describing physical
characteristics, legal limitations and utility locations for the site of the Project, soil reports and
subsurface investigations, and a legal description of the site."
2.2.4 Delete the period() at the end of this paragraph and add the following: "and the Construction
Manager shall be entitled to rely upon the accuracy and completeness thereof."
2.4.1 Delete the third sentence and substitute the following in place therefor: "In such case, the cost of
correcting such deficiencies shall be charged against the Guaranteed Maximum Price." Delete the last
sentence and substitute the following in place therefor: "If the cost of correcting such deficiencies
exceeds the unpaid balance of the Guaranteed Maximum Price,the Construction Manager shall pay the
difference to the Owner."
3.3.3 Add the following at the beginning of this sentence: "Except as may be approved in writing by the
Owner and the Architect,".
3.6.1 Delete this subparagraph and substitute the following in place therefor: "The Construction
Manager shall pay all sales, consumer, use and other similar taxes for the Work or portions thereof
provided by the Construction Manager which are legally enacted at the time the Guaranteed Maximum
Price is established."
3.12.8 Delete the period() at the end of the last sentence in this paragraph and add the following:
except for any such errors or omissions which are within the Architect's statutory or customary design
responsibility."
3.15.2 At the end of this paragraph delete "to the Construction Manager" and substitute the following in
its place: "against the Guaranteed Maximum Price."
3.17.1 Add the following after the second sentence: "In the latter event, the Owner shall indemnify and
hold the Construction Manager harmless on account of any such loss or damage."
3.18.1 Replace the entire paragraph with the following: "To the fullest extent permitted by law, the
Construction Manager waives any right of contribution against and shall indemnify and hold harmless
the Owner, Owner's Representative, Architect,Architect's consultants, and agents and employees of any
of them from and against claims, damages, losses and expenses, including but not limited to attorney's
1
June 14, 2000
fees, arising out of or resulting from or in connection with the performance of the Work,provided that
any such claim, damage, loss, or expense(these are collectively referred to as "claims") is attributable to
bodily injury, sickness, disease or death or to injury to or destruction of tangible property(other than the
Work itself) including loss of use resulting therefrom and is caused in whole or in part by any negligent
act or omission of Contractor, any Subcontractor, anyone whose acts any of them may be liable,
regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall
not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would
otherwise exist as to a party or person described in this Contract."
3.18.4 Add the following new Subparagraph: "The Owner shall cause any other contractor who may
have a contract with the Owner to perform construction or installation Work in the areas where Work
will be performed under the Owner/Construction Manager Agreement, to agree to indemnify the Owner
and Construction Manager and hold them harmless from all claims for bodily injury and property
damage that may arise from that contractor's operations. Such provisions shall be in a form satisfactory
to the Construction Manager."
4.1.4 Delete in its entirety.
4.2.4 Delete the first sentence.
4.2.7 Revise the first sentence to read as follows: "The Architect will review and approve or take other
appropriate action upon the Construction Manager's submittals such as shop drawings,product data and
samples for conformance with information given and the design concept expressed in the Contract
Documents. The Architect shall carefully study and compare shop drawings and other information
furnished by the Construction Manager with the Contract Documents and shall at once report to the
Construction Manager errors, inconsistencies or omissions discovered."
4.2.12 In line six, insert a period(.)after "...partiality to either." Delete: "and will not be liable for the
result of any interpretation or decision rendered in good faith in such capacity."
4.3.2 Delete all references to arbitration in this paragraph.
4.3.4 In line two, delete "including arbitration".
4.4.4 Revise the latter part of the first sentence to read as follows: "which decision shall not be final and
binding on the parties."
4.5 Delete this paragraph and its subparagraphs in their entirety.
6.3.1 In the last sentence substitute "Owner" for"Architect".
7.3 Change "Construction Change Directive" to "Construction Change Authorization" in this paragraph
and its subparagraphs.
7.3.2 Revise the first sentence to read: "A Construction Change Authorization in the form attached
hereto as Exhibit SGC-A shall be used in the absence of total agreement on the terms of a Change Order
2
June 14, 2000
7.3.3.3 Revise this phrase to read as follows: "(1)the Cost of the Work as defined in Article 6 of the
Owner/Construction Manager Agreement for the Change in the Work; (2) an overhead factor of eight
percent(8%),plus (3) the Construction Manager's Fee as described in Subparagraph 5.1.2 of the
Owner/Construction Manager Agreement.
8.3.1 Replace the paragraph with the following: "8.3.1 If the Construction Manager is delayed at any
time in progress of the Work by an act or neglect of the Owner or Architect, or of an employee of either,
or of a separate contractor directly employed by the Owner, or by changes ordered in the Work by the
Owner, or by acts of God, or by strikes or by other causes beyond the Construction Manager's control, or
by other causes which the Owner and Architect determine may justify delay, then the contract time shall
be extended by Change Order for such reasonable time as the Owner and Architect may determine. For
the purposes of this paragraph, delays caused by the subcontractors or suppliers shall not be construed as
being beyond the control of the Construction Manager." For the purposes of this paragraph an `Act of
God' means an earthquake, flood, cloudburst,tornado, or other phenomena of nature beyond the power
of the Construction Manager to foresee or to make preparation and defense against. Precipitation,
windstorms, or other natural phenomena of normal intensity,based on U.S. Weather Bureau reports, for
the particular locality and for the particular season of the year in which the Work is being prosecuted,
shall not be construed an `Act of God' and no extension of time will be granted for the delays resulting
therefrom. No extension of time will be granted for any delay or suspension of Work due to the fault of
the Construction Manager. No extension of time on account of a delay due to unforeseen causes will be
granted if written application therefore is not filed by the Construction Manager with the Owner and the
Architect setting forth the reasons which the Construction Manager believes will justify the approval of
its request."
9.1.1 Add the following to the end of this paragraph: "Wherever the term "Contract Sum" appears
throughout the Contract Documents it shall be deemed to mean "Guaranteed Maximum Price".
9.6.1 Add the following after "after the Architect has issued a Certificate for Payment": "or within
fifteen (15) days after the Construction Manager submits its Application for Payment, whichever first
occurs,".
9.6.2 In line two (2) delete "upon" and substitute the following in its place "within five(5) days of'.
9.7.1 In line six(6)delete "or awarded by arbitration".
10.1.2 In the second line after the phrase "material reasonably believed to be" add the following:
"hazardous waste, including but not limited to,". In addition delete the last two(2) sentences of this
paragraph and substitute the following in its place: "The Owner shall be responsible for the removal,
encapsulation, transportation, and disposal of any hazardous material required in connection with the
Project."
10.1.4 In line seven(7) add the following after"material is": "hazardous, including without limitation,".
In addition, delete everything in the first sentence after "including loss of use resulting therefrom".
10.2 Add the following additional subparagraph as 10.2.8: The performance of the foregoing services
by the Construction Manager shall not relieve the subcontractors of their responsibilities for the safety of
persons and property and for compliance with all Federal, State and local statutes,rules,regulations and
orders of any governmental authority applicable to the conduct of the Work."
3
June 14, 2000
11.1.1 Delete this paragraph in its entirety.
11.1.2 Delete this paragraph in its entirety.
11.1.4 Add the following as an additional paragraph: "The Construction Manager shall include
language in all subcontracts and purchase orders for the Architect and Owner to be named as "additional
insureds"on all liability insurance of not less than:
STATUTORY WORKERS' COMPENSATION EMPLOYERS' LIABILITY(not
less than$100,000) and coverage under the United States Longshoremen's and
Harbor Workers' Compensation Act, and Broad Form All States Coverage.
COMMERCIAL GENERAL LIABILITY To be provided on an"occurrence"
basis,with coverage to include explosion, collapse and underground hazards
(XCU),Blanket Contractual,Products, Independent Contractors, Completed
Operations,Personal Injury, and Employees as additional insured.
BODILY INJURY LIMITS PROPERTY DAMAGE
LIMITS
$1,000,000 each occurrence $1,000,000 each occurrence
$2,000,000 aggregate * $2,000,000 aggregate
PERSONAL INJURY LIMITS
$1,000,000 each occurrence
$1,000,000 aggregate *
*Aggregate shall apply to this project only(aggregate not to include other
projects) and must be identified as such on the certificate of insurance.
AUTOMOBILE LIABILITY, including owned,non-owned, and hired
automobiles. Automobiles of subcontractors and material suppliers must meet the
same insurance requirements.
BODILY INJURY LIMITS PROPERTY DAMAGE
LIMITS
$1,000,000 Each Person
$1,000,000 Each Occurrence $1,000,000 Each Occurrence
EXCESS UMBRELLA LIABILITY, to provide insurance in excess of Employer's
Liability, Commercial General Liability, and Automobile Liability policies
required hereunder.
$5,000,000 each occurrence and$5,000,000 general policy aggregate."
11.3.1.1 In line four(4) after "collapse" add "flood".
4
June 14, 2000
11.3.1.3 Revised the first sentence to read as follows: "If the Property Insurance requires minimum
deductibles, the Owner shall be responsible for the payment of same." Delete the rest of this
subparagraph.
11.3.4 Delete this subparagraph in its entirety.
11.3.9 In line seven(7), insert a period after "reach" and delete the balance of the sentence.
11.3.10 In line two, insert a period after "insurers" and delete the balance of the paragraph.
12.1.1 In the second to the last line delete "at the Construction Manager's expense" and substitute in its
place the following: "as a Cost of the Work."
12.1.2 In line eight(8) delete "the Construction Manager shall pay such costs" and substitute in its place
"the cost of uncovering and replacement shall be charged to the Guaranteed Maximum Price if not
otherwise recoverable from a subcontractor."
12.2.1 Delete the last sentence and substitute the following in place therefor: "The cost of correcting
such rejected work shall be reimbursable to the Construction Manager pursuant to Clause 6.1.8.2 of the
Owner/Construction Manager Agreement."
12.2.4 Delete the paragraph after the first sentence and substitute the following in place therefor: "If the
Construction Manager does not proceed with the correction of such defective or nonconforming Work
within a reasonable time fixed by written notice from the Architect,the Owner may remove it and may
store the materials or equipment and charge the cost thereof to the Guaranteed Maximum Price. To the
extent that the cost of such removal and storage exceeds the unpaid balance of the Guaranteed Maximum
Price, and the Construction Manager does not pay the cost of such removal and storage within ten days
of the Owner's notice, the Owner may upon ten additional days written notice sell such Work at auction
or at private sale and shall account for the net proceeds thereof, after deducting all the costs that should
have been borne by the Construction Manager. If such proceeds of the sale do not cover all costs which
the Construction Manager should have borne,the Construction Manager shall pay the difference to the
Owner."
12.2.5 Delete the period(.) at the end of this sentence and add the following: "unless the cost of
correcting such Work is reimbursable to the Construction Manager under Clause 6.1.8.2 of the
Owner/Construction Manager Agreement."
13.5.1 In line 8 delete "and shall bear all related costs of tests, inspections and approvals" and substitute
with the following: "the cost of which shall be reimbursable to the Construction Manager as a Cost of
the Work."
13.5.3 In line four(4)delete "the Construction Manager shall bear". In addition at the end of this
paragraph delete the period(.)and add the following: "shall be charged against the Guaranteed
Maximum Price."
13.6 Revise the paragraph to read: "Payments due and unpaid under the Contract Documents shall bear
interest from the date payment is due at 7 ''/2%per annum."
14.1.1.3 In line five (5) delete "on a Certificate for Payment".
5
June 14, 2000
14.1.1.5 Delete this subparagraph in its entirety.
14.1.2 In line four(4) after"payment for Work executed" add"its fee earned to the date of termination".
14.3.3 In the first line delete "may" and substitute in its place "will".
End of Supplementary General Conditions
6
Revised: June 14, 2000
Elgin Recreation Center
Exhibit 1
Basic Labor Rate Schedule
Position Hourly Labor Rate
Project Executive $84.00
Preconstruction Manager $91.35
Estimator $70.35
Scheduler $53.55
Accountant $46.20
Accounting Clerk $32.55
Purchasing $81.90
Information Services Manager $57.75
Safety Manager $65.10
Project Manager $61.95
Project Superintendent $57.75
Project Engineer $54.60
Assistant Superintendent $50.40
Office Engineer $38.85
Field Secretary $27.30
The above labor rates shall be adjusted annually on January 1 st
with annual rate increases not to exceed 7%.
Page 1
EXHIBIT SGC—A
Construction Change Authorization
Project Name: Constnxtion Change Authorization No:
Address: Date of Issuance:
Architect Originator.
Owner.
Gilbane Job Na:
In order to expedite the work and avoid or minimize delays In the work which win affect Contract Sum and/or
Contract Tine,the Contract Documents are hereby amended to include the additional Work described below,
which is beyond the current scope of the Work.Proceed with this Work promptly.Costs as Incurred herein are
In addition to the current Contract Sum and will be Invoiced and paid on a monthly basis and identified as sep-
arate items within the requisition.Final costs for Work involved and change In Sum and Time Of any)will be
submitted for inclusion In a final Change Order adjusting the Contract Sum and/or Contract Time.
Definitim
Attachments:
The hollowing is based on Information provided by 6flbane Building Company
Method of determining Change In the Contract: ---
#A p Sum UA Pdom con Pow F**or 0dw)
❑ Fixed Change In ❑ fixed Change In
❑ Estimated Contract Sum ❑ Estimated Contract Time
❑ Maximum of$ ❑ Maximum of days
❑ Time and Material
Architect Date:
Owner: Date:
Gilbane: Date:
Distribution: Owner Architect Gilbane Consultant Other