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Finance Committee — 08/03/2022 Page 9

Now we're moving into the second process for this where we're looking at new hires, terminations, and changes
throughout the year. What we're finding is the Lawson system and the Alight system are going to require additional
programming to be able to speak to each other. Most of that is due to how complicated the city is. So we have 17
different groups. We have people in different pay structures and it's a very fast moving situation. So we've been talking
with Clear Sky who has really been the city's consultant when it comes to any type of programming changes in Lawson,
for benefits, HR, and sometimes we've used some for our GIS as well. They're going to do some additional programming
to make those new hires, and terminations, and our ongoing processes work. They're also going to assist us with some
outbound files to our carriers that require that. Unfortunately, it's going to cost another $21,600.

The only caution | want to say is that in the contract it talks to travel, and expenses, and us supplying. That does not
happen. So these consultants work totally remotely from Michigan where they are. So there will be no additional costs
above the $21,600 but together with the $24,850 that we already spent, we wanted to come forward to Finance.

Mayor Donchess

Anyone?

Alderman Klee

Thank you again, Mr. Mayor and thank you Director Kleiner. | understand this and thank you for having as much of this
online as possible. It must save a little bit of time in your HR Department. But the question that | have is does this
interface with that? | know I'm calling it wrong, that healthcare shopper that we had is this part of that or are they really
separate?

Kim Kleiner, Administrative Services Director

So Smart Shopper. What we are working with Alight on now, you know, we were under such a time crunch to get open
enrollment through we really focused just on that. Now we're working with Alight for all those additional programs. Smart
Shopper being one, modeling of people's benefits so they can go out and they can decide which plan is best for them and
their family's unique health situations. So, you know, and everything ACA reporting. | mean Alight offers a lot of tools and
now we're working on the programming of all those additional tools. So smart shopper will be one that will be available.
It's further down the line on the list. First, we need to deal with the new hires and terminations.

Alderman Klee
Just a quick follow up comment. So as you just said, that's something that comes down the line as well as all those other
tools. You'll have to come in obviously for those particular items even if they're under the $25,000, correct, because the in

total we're going to get higher than 25,000?

Kim Kleiner, Administrative Services Director

| don't expect that. So the programming of those additional tools is already in the contract with Alight. These charges are
really for the programming between Alight and Lawson. Lawson really has - won't be affected by any of those additional
tools.

Alderman Klee

Thank you.

Kim Kleiner, Administrative Services Director

You’re welcome.

Alderman Gouveia

Thank you, Mr. Mayor. Question through to Direct Kleiner. Do you see any more future payments going through or any
more money that will have to be spent on this project? So we're like we're adding another $21,600 to it. Do you foresee
any more, more ask in the future for more money on this?

Kim Kleiner, Administrative Services Director

ae), THE CITY OF NASHUA

Economic Development

"The Gate City"

To: James Donchess, Mayor

From: T. Cummings, Economic Development Director

Ce: B. Bagley, Director Public Health & Community Services
Date: November 21, 2019

Re: Contract for Construction Management Services for Public Health Building

The Office of Economic Development in partnership with the City’s Office of Public Health &
Community Services along with Building Maintenance solicited proposals for construction management
services for the Public Health Building in an RFP #0275-080819 released this past summer. Specifically,
the services sought are to assist with the renovation of 18 Mulberry Street.

] along with Bobbi Bagley, Jay Hunnewell and Kim Kleiner solicited proposals from firms who have past
experience renovating and constructing municipal buildings of similar scope and size. Three firms
responded and only two firms were deemed valid to move forward through the procurement process. Jay
Hunnewell, Kim Kleiner and I reviewed the proposals and evaluated them on the following criteria:
qualifications/experience, past performance and service on similar projects, proposed approach to scope of
work, responses in interviews and cost.

Martini Northern was chosen unanimously due to their comprehensive knowledge and their strong past
experience working with municipalities, specifically on older historic building that were adding elevators
to create a more ADA compliant environment.

] am recommending awarding a contract for construction management services for the amount not to 3.5%
of the Guaranteed Maximum Price (“GMP”) for a management fee plus a $17,000 preconstruction services
fee along with various minor miscellaneous expenses to Martini Northern. However, the way the proposal
is structured the city is only obligating to paying $17,000 for preconstruction services related development
of a project at this time. A written authorization to proceed ts necessary before the balance of the contract
can be carried out. The Purchase Order for the city should only be issued for $17,000.

We built this additional safeguard into the contract to ensure we are designing a project with the available
budget, which is approximately $2.5 million dollars.

As a reminder the scope of work is focused on the building’s envelope: doors, windows, roof, and elevator
(creating ADA accessibility), upgrading HVAC and other miscellaneous improvements as necessary to be
code compliant.

Agreement between Owner and Construction Manager as Constructor

This Agreement is made as ofthe _ day of December, 2019.

Between
OWNER: The City of Nashua
18 Mulberry Street, Nashua, NH
and
CONSTRUCTION MANAGER: Martini Northern, LL
299 Hanover Street, Portsmouth, NH 03801

For the following PROJECT: Public Health Renovation Project, 18 Mulberry Street, Nashua NH

ARCHITECT: Dennis Mires The Architects, P.A.
697 Union Street, Manchester, NH 03104

The Owner and Constniction Manager agree as follows.
EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT

ARTICLE 1 GENERAL PROVISIONS

§ 41.1 The Contract Documents

The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other
Conditions), Drawings, Specifications, Bid documents, Addenda issued prior to the execution of this Agreement,
other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which
form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Upon
the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum Price proposal, the Contract
Documents will also include the documents described in Section 2.2.3 and identified in the Guaranteed Maximum
Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 2.2.8.
The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior
negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents,
other than a Modification, is inconsistent with this Agreement, this Agreement shall govern.

§ 1.2 Relationship of the Parties

The Construction Manager accepts the relationship of trust and confidence established by this Agreement and
covenants with the Owner to cooperate with the Architect and exercise the Construction Manager’s skill and
judgment in furthering the interests of the Owner; to furnish efficient construction administration, management
services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the
Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish
or approve, in a timely manner, information required by the Constniction Manager and to make payments to the
Construction Manager in accordance with the requirements of the Contract Documents.

§ 1.3 General Conditions

For the Preconstruction Phase, AIA Document A201™—2007, General Conditions of the Contract for Construction,
shall apply only as specifically provided in this Agreement. For the Construction Phase, the general conditions of the
contract shall be as set forth in A20]-2007, which document is incorporated herein by reference. The term
“Contractor” as used in A201~-2007 shall mean the Construction Manager.

ARTICLE 2 CONSTRUCTION MANAGER’S RESPONSIBILITIES

The Construction Manager’s Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2. The
Construction Manager’s Construction Phase responsibilities are set forth in Section 2.3. The Owner and
Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior
to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction
Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the
Project.

Page 1 of 16

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

§ 2.1.2 Consultation

The Construction Manager shail schedule and conduct meetings with the Architect and Owner to discuss such
matters as procedures, progress, coordination, and scheduling of the Work. The Construction Manager shall advise
the Owner and the Architect on proposed site use and improvements, selection of materials, and building systems
and equipment. The Construction Manager shall also provide recommendations consistent with the Project
requirements to the Owner and Architect on constructability; availability of materials and labor; time requirements
for procurement, installation and construction; and factors related to construction cost including, but not limited to,
costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions.

§ 2.1.3 When Project requirements in Section 3.1.1 have been sufficiently identified, the Construction Manager shall
prepare and periodically update a Project schedule for the Architect’s review and the Owner’s acceptance. The
Construction Manager shall obtain the Architect’s approval for the portion of the Project schedule relating to the
performance of the Architect’s services. The Project schedule shall coordinate and integrate the Construction
Manager’s services, the Architect’s services, other Owner consultants’ services, and the Owner’s responsibilities
and identify items that could affect the Project’s timely completion. The updated Project schedule shall include the
following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of
commencement and completion required of each Subcontractor; ordering and delivery of products, including those
that must be ordered well in advance of construction; and the occupancy requirements of the Owner.

§ 2.1.4 Phased Construction

The Construction Manager shall provide recommendations with regard to accelerated or fast-track scheduling,
procurement, or phased construction. The Construction Manager shall take into consideration cost reductions, cost
information, corstructability, provisions for temporary facilities and procurement and construction scheduling
1SSucs.

§ 2.1.5 Preliminary Cost Estimates

§ 2.1.5.1 Based on the preliminary design and other design criteria prepared by the Architect, the Construction
Manager shall prepare preliminary estimates of the Cost of the Work or the cost of program requirements using area,
volume or similar conceptual estimating techniques for the Architect’s review and Owner’s approval. If the
Architect or Construction Manager suggests alternative materials and systems, the Construction Manager shall
provide cost evaluations of those alternative materials and systems.

§ 2.1.5.2 As the Architect progresses with the preparation of the Schematic Design, Design Development and
Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by
the Owner, Construction Manager and Architect, estimates of the Cost of the Work of increasing detail and
refinement and allowing for the further development of the design until such time as the Owner and Construction
Manager agree on a Guaranteed Maximum Price for the Work. Such estimates shall be provided for the Architect’s
review and the Owner’s approval. The Construction Manager shall inform the Owner and Architect when estimates
of the Cost of the Work exceed the latest approved Project budget and make recommendations for corrective action.

§ 2.1.6 Subcontractors and Suppliers
The Construction Manager shal] develop bidders’ interest in the Project.

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

Page 2 of 16

§ 2.1.8 Extent of Responsibility

The Construction Manager shall exercise reasonable care in preparing schedules and estimates. The Construction
Manager, however, does not warrant or guarantee estimates and schedules except as may be included as part of the
Guaranteed Maximum Price. The Construction Manager is not required to ascertain that the Drawings and
Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful
orders of public authorities, but the Construction Manager shall promptly report to the Architect and Owner any
nonconformity discovered by or made known to the Construction Manager as a request for information in such form
as the Architect may require.

§ 2.1.9 Notices and Compliance with Laws

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

§ 2.2 Guaranteed Maximum Price Proposal and Contract Time

§ 2.2.1 Ata time to be mutually agreed upon by the Owner and the Construction Manager and in consultation with
the Architect, the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner’s
review and acceptance. The Guaranteed Maximum Pnice in the proposal shall be the sum of the Construction
Manager’s estimate of the Cost of the Work, including contingencies described in Section 2.2.4, and the
Construction Manager’s Fee.

§ 2.2.2 To the extent that the Drawings and Specifications are anticipated to require further development by the
Architect, the Construction Manager shall provide in the Guaranteed Maximum Price for such further development
consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not
include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which,
if required, shal] be incorporated by Change Order.

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

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

2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of
the Guaranteed Maximum Price proposal, including assumptions under Section 2.2.2, to supplement
the information provided by the Owner and contained in the Drawings and Specifications;

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

4. The anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price
is based; and

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

§ 2.2.4 In preparing the Construction Manager’s Guaranteed Maximum Price proposal, the Construction Manager
shail include its contingency for the Construction Manager’s exclusive use to cover those costs considered
reimbursable as the Cost of the Work but not included in a Change Order,

§ 2.2.5 The Construction Manager shal! meet with the Owner and Architect to review the Guaranteed Maximum
Price proposal. In the event that the Owner and 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 Lf the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price
proposa) in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum
Price proposal shall be deemed effective without further acceptance from the Construction Manager. Following
acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed
Maximum Price Amendment amending this Agreement, a copy of which the Owner shall provide to the Architect,

Page 3 of 16

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

§ 2.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to
the commencement of the Construction Phase, unless the Owner provides prior written authorization for such costs.

§ 2.2.8 The Owner shall authorize the Architect to provide the revisions to the Drawings and Specifications to
incorporate the agreed upon assumptions and clarifications contained in the Guaranteed Maximum Price
Amendment. The Owner shall promptly furnish those revised Drawings and Specifications to the Construction
Manager as they are revised. The Construction Manager shal! notify the Owner and Architect of any inconsistencies
between the Guaranteed Maximum Price Amendment and the revised Drawings and Specifications.

§ 2.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all sales, consumer, use and
similar taxes for the Work provided by the Construction Manager that are legally enacted, whether or not yet
effective, at the time the Guaranteed Maximum Price Amendment is executed.

§ 2.3 Construction Phase

§ 2.3.1 General

§ 2.3.1.1 For purposes of Section 8.1.2 of A201-2007, the date of commencement of the Work shal] mean the date of
commencement of the Construction Phase.

§ 2.3.1.2 The Construction Phase shall commence upon the Owner’s acceptance of the Construction Manager’s
Guaranteed Maximum Price proposal or the Owner’s issuance of a Notice to Proceed, whichever occurs earlier.

§ 2.3.2 Administration

§ 2.3.2.1 Those portions of the Work that the Construction Manager does not customarily perform with the
Construction Manager’s own personnel shall be performed under subcontracts or by other appropriate agreements
with the Construction Manager. The Owner may designate specific persons from whom, or entities from which, the
Construction Manager shall obtain bids. The Construction Manager shall obtain bids from Subcontractors and from
suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the Architect.
The Owner shal! then determine, with the advice of the Construction Manager and the Architect, which bids will be
accepted, The Construction Manager shall not be required to contract with anyone to whom the Construction
Manager has reasonable objection.

§ 2.3.2.2 If the Guaranteed Maximum Price has been established and when a specific bidder (1) is recommended to
the Owner by the Construction Manager, (2) is qualified to perform that portion of the Work, and (3) has submitted
a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the
Owner requires that another bid be accepted, then the Construction Manager may require that a Change Order be
issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the
person or entity recommended to the Owner by the Construction Manager and the amount and time requirement of
the subcontract or other agreement actually signed with the person or entity designated by the Owner.

§ 2.3.2.3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement,
and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If the Subcontract is
awarded on a cost plus a fee basis, the Construction Manager shall provide in the Subcontract for the Owner to
receive the same audit nghts with regard to the Subcontractor as the Owner receives with regard to the Construction
Manager in Section 6.11 below.

§ 2.3.2.4 [f the Construction Manager recommends a specific bidder that may be considered a “related party”
according to Section 6.10, then the Construction Manager shall promptly notify the Owner in writing of such
relationship and notify the Owner of the specific nature of the contemplated transaction, according to Section 6.10.2.

§ 2.3.2.5 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures,

progress, coordination, scheduling, and status of the Work. The Construction Manager shall prepare and promptly
distribute minutes to the Owner and Architect.

Page 4 of 16

§ 2.3.2.6 Upon the execution of the Guaranteed Maximum Price Amendment, the Construction Manager shall
prepare and submit to the Owner and Architect a construction schedule for the Work and submittal schedule in
accordance with Section 3.10 of A201—2007.

§ 2.3.2.7 The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as
agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect,
showing percentages of completion and other information required by the Owner. The Construction Manager shall
also keep, and make available to the Owner and Architect, a daily log containing a record for each day of weather,
portions of the Work in progress, number of workers on site, identification of equipment on site, problems that
might affect progress of the work, accidents, injuries, and other information required by the Owner.

§ 2.3.2.8 The Construction Manager shall develop a system of cost control for the Work, including regular
monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The
Construction Manager shall identify variances between actual and estimated costs and report the variances to the
Owner and Architect and shall provide this information in its monthly reports to the Owner and Architect, in
accordance with Section 2.3.2.7 above.

§ 2.4 Professional Services
Section 3.12.10 of A20J-2007 shall apply to both the Preconstruction and Construction Phases.

§ 2.5 Hazardous Materials
Section 10.3 of A201—2007 shall apply to both the Preconstruction and Construction Phases.

ARTICLE 3 OWNER’S RESPONSIBILITIES

§ 3.1 Information and Services Required of the Owner

§ 3.1.4 The Owner shall provide information with reasonable promptness, regarding requirements for and limitations
on the Project, including a written program which shall set forth the Owner’s objectives, constraints, and criteria,
including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems,
sustainability and site requirements.

§ 3.1.2 Prior to the execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request
in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the
Owner’s obligations under the Contract. Thereafter, the Construction Manager may only request such evidence if (1)
the Owner fails to make payments to the Construction Manager as the Contract Documents require, (2) a change in
the Work materially changes the Contract Sum, or (3) the Construction Manager identifies in writing a reasonable
concem regarding the Owner’s ability to make payment when due. The Owner shall furnish such evidence as a
condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material
change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements
without prior notice to the Construction Manager and Architect.

§ 3.1.3 The Owner shall establish and periodically update the Owner’s budget for the Project, including (1) the
budget for the Cost of the Work as defined in Section 6.1.1, (2) the Owner’s other costs, and (3) reasonable
contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner’s budget for
the Cost of the Wark, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect,
in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project’s
scope and quality.

§ 3.1.4 Structural and Environmental Tests, Surveys and Reports. During the Preconstruction Phase, the Owner shail
furnish the following information or services with reasonable promptness. The Owner shall also furnish any other
information or services under the Qwner’s control and relevant to the Construction Manager’s performance of the
Work with reasonable promptness after receiving the Construction Manager’s written request for such information
or services. The Construction Manager shali be entitled to rely on the accuracy of information and services furnished
by the Owner but shall exercise proper precautions relating to the safe performance of the Work.

Page 5 of 16

§ 3.1.4.4 The Owner shall furnish tests, inspections and reports required by law and as otherwise agreed to by the
parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous
materials.

§ 3.1.4.2 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations
for the site of the Project, and a 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; designated wetlands;
adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and
contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements
and trees; and information concerning available utility services and lines, both public and private, above and below
grade, including inverts and depths. Ail the information on the survey shall be referenced to a Project benchmark.

§ 3.1.4.3 The Owner, when such services are requested, shall furnish services of geotechnical engineers, which may
include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests,
evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including
necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations.

§ 3.1.4.4 During the Construction Phase, the Owner shail furnish information or services required of the Owner by
the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services
under the Owner’s contro] and relevant to the Construction Manager’s performance of the Work with reasonable
promptness after receiving the Construction Manager’s written request for such information or services.

§ 3.2 Owner’s Designated Representative

The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The
Owner’s representative shall render decisions promptly and furnish information expeditiously, so as to avoid
unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section
4.2.1 of A201-2007, the Architect does not have such authority. The term “Owner” means the Owner or the
Owner’s authorized representative.

§ 3.2.1 Legal Requirements. The Owner shall furnish all legal and accounting services, including auditing services
that may be reasonably necessary at any time for the Project to meet the Owner’s needs and interests.

§ 3.3 Architect

The Owner shall retain an Architect to provide services, duties, and responsibilities as described in ALA Document
B133™_2014, Standard Form of Agreement between Owner and Architect, Construction Manager as Constructor
Edition. The Owner shall provide the Construction Manager a copy of the executed agreement between the Owner
and the Architect, and any further modifications to the agreement.

ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES

§ 4.1 Compensation

§ 4.1.1 For the Construction Manager’s Preconstruction Phase services, the Owner shall compensate the
Construction Manager as follows:

§ 4.1.2 For the Construction Manager’s Preconstruction Phase services described in Sections 2.1 and 2.2:
(Insert amount of, or basis for, compensation and include a list of reimbursable cost items, as applicable.)

§ 4.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed within « » (« »)
months of the date of this Agreement, through no fault of the Construction Manager, the Construction Manager’s
compensation for Preconstruction Phase services shall be equitably adjusted.

§ 4.1.4 Compensation based on Direct Personnel Expense includes the direct salaries of the Construction Manager’s
personnel providing Preconstruction Phase services on the Project and the Construction Manager’s costs for the
mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory
employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions.

Page 6 of 16

§ 4.2 Payments
§ 4.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed.

§ 4.2.2 Payments are due and payable within 30 days of the Construction Manager’s invoice.

ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES

§ 5.1 For the Construction Manager’s performance of the Work as described in Section 2.3, the Owner shall pay the
Construction Manager the Contract Sum in current funds. The Contract Sum is the Cost of the Work as defined in
Section 6.1.1 plus the Construction Manager’s Fee.

§ 5.1.1 The Construction Manager’s Fee:

(State a lump sum, percentage of Cost of the Work or other provision for determining the Construction Manager's
Fee.)

§ 5.1.3 Limitations, if any, on a Subcontractor’s overhead and profit for increases in the cost of its portion of the
Work:

§ 5.1.4 Rental rates for Construction Manager-owned equipment shall not exceed «:» percent ( «
standard rate paid at the place of the Project.

%) of the

§ 5.1.5 Unit prices, if any:
(Identify and state the unit price; state the quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price per Unit ($0.00)

§ 5.2 Guaranteed Maximum Price

§ 5.2.1 The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum
Price set forth in the Guaranteed Maximum Price Amendment, as it is amended from time to time, To the extent the
Cost of the Work exceeds the Guaranteed Maximum Price, the Construction Manager shall bear such costs in excess
of the Guaranteed Maximum Price without reimbursement or additional compensation from the Owner.

(Insert specific provisions if the Construction Manager is to participate in any savings.)

§ 5.2.2 The Guaranteed Maximum Price is subject to additions and deductions by Change Order as provided in the
Contract Documents and the Date of Substantial Completion shall be subject to adjustment as provided in the
Contract Documents.

§ 5.3 Changes in the Work

§ 5.3.1 The Owner may, without invalidating the Contract, order changes in the Work within the general scope of the
Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The
Architect may make minor changes in the Work as provided in Section 7.4 of AIA Document A201—2007, General
Conditions of the Contract for Construction. The Construction Manager shall be entitled to an equitable adjustment
in the Contract Time as a result of changes in the Work.

Page 7 of 16

§ 5.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the
execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in
Section 7.3.3 of AIA Document A201-2007, General Conditions of the Contract for Construction.

§ 5.3.3 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 Section 7.3.3.3 of AIA Document A201-2007 and the term
“costs” as used in Section 7.3.7 of ALA Document 4201-2007 shall have the meanings assigned to them in AIA
Document A201-—2007 and shall not be modified by Sections 5.1 and 5.2, Sections 6.1 through 6.7, and Section 6.8
of this Agreement. 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.

§ 5.3.4 In calculating adjustments to the Guaranteed Maximum Price, the terms “cost” and “costs” as used in the
above-referenced provisions of AJA Document A201-2007 shall mean the Cost of the Work as defined in Sections
6.1 to 6.7 of this Agreement and the term “fee” shal] mean the Construction Manager’s Fee as defined in Section 5.1
of this Agreement.

§ 5.3.5 If no specific provision is made in Section 5.1.2 for adjustment of the Construction Manager’s Fee in the case
of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment
provisions of Section 5.1.2 will cause substantial inequity to the Owner or Construction Manager, the Construction
Manager’s Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work,
and the Guaranteed Maximum Price shall be adjusted accordingly.

ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE

§ 6.1 Costs to Be Reimbursed

§ 6.4.1 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 the standard 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 Sections 6.1
through 6.7.

§ 6.1.2 Where any cost is subject to the Owner’s prior approval, the Construction Manager shall obtain this approval
prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing Guaranteed
Maximum Price Amendment.

§ 6.2 Labor Costs
§ 6.2.1 Wages of construction workers directly employed by the Construction Manager to perform the construction
of the Work at the site or, with the Owner’s prior approval, at off-site workshops.

§ 6.2.2 Wages or salaries of the Construction Manager’s supervisory and administrative personnel when stationed at
the site with the Owner’s prior approval.

(If it is intended that the wages or salaries of certain personnel stationed at the Construction Manager's principal
or other offices shall be included in the Cost of the Work, identify in Section 11.5, the personnel to be included,
whether Jor all or only part of their time, and the rates at which their time will be charged to the Work.)

§ 6.2.3 Wages and salaries of the Construction Manager’s supervisory or administrative personnel engaged at
factories, workshops or on the road, in expediting the production or transportation of materials or equipment
required for the Work, but only for that portion of their time required for the Work.

§ 6.2.4 Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and
benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements,
customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such
costs are based on wages and salaries included in the Cost of the Work under Sections 6.2.1 through 6.2.3.

§ 6.2.5 Bonuses, profit sharing, incentive compensation and any other discretionary payments paid to anyone hired
by the Construction Manager or paid to any Subcontractor or vendor, with the Qwner’s prior approval.

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