AIA®
Document C132™ - 2019
Standard Form of Agreement Between Owner and Construction Manager as
Adviser
AGREEMENT made as of the
day of
in the year TWO
THOUSAND TWENTY-TWO
ADDITIONS AND DELETIONS:
(In words, indicate day, month and year.)
The author of this document has
added information needed for its
BETWEEN the Owner:
completion. The author may also
(Name, legal status, address, and other information)
have revised the text of the original
AIA standard form. An Additions and
HICKMAN COUNTY SCHOOLS
Deletions Report that notes added
114 NORTH CENTRAL AVENUE
information as well as revisions to the
SUITE 203
standard form text is available from
the author and should be reviewed. A
CENTERVILLE, TN 37033
vertical line in the left margin of this
document indicates where the author
has added necessary information
and the Construction Manager:
and where the author has added to or
(Name, legal status, address, and other information)
deleted from the original AIA text.
CODELL CONSTRUCTION COMPANY
This document has important legal
4475 ROCKWELL ROAD
consequences. Consultation with an
WINCHESTER, KY 40391
attorney is encouraged with respect
to its completion or modification.
for the following Project:
This document is intended to be used
(Name, location, and detailed description)
in conjunction with AIA Documents
A132TM-2019, Standard Form of
HICKMAN COUNTY SCHOOLS
Agreement Between Owner and
CENTERVILLE, TN 37033
Contractor, Construction Manager as
EAST HICKMAN CAMPUS, CENTERVILLE ELEMENTARY SCHOOL, HICKMAN
Adviser Edition; A232TM-2019,
COUNTY MIDDLE SCHOOL
General Conditions of the Contract
for Construction, Construction
Manager as Adviser Edition; and
The Architect:
B132TM-2019, Standard Form of
(Name, legal status, address, and other information)
Agreement Between Owner and
Architect, Construction Manager as
LYLE.COOK.MARTIN ARCHITECTS
Adviser Edition. AIA Document
310 FRANKLIN STREET
A232TM-2019 is adopted in this
CLARKSVILLE TN 37040
document by reference. Do not use
with other general conditions unless
this document is modified.
The Owner and Construction Manager agree as follows.
AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute
Init.
of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was
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User Notes:
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TABLE OF ARTICLES
1
INITIAL INFORMATION
2
CONSTRUCTION MANAGER'S RESPONSIBILITIES
3
SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES
4
SUPPLEMENTAL AND ADDITIONAL SERVICES
5
OWNER'S RESPONSIBILITIES
6
COST OF THE WORK
7
COPYRIGHTS AND LICENSES
8
CLAIMS AND DISPUTES
9
TERMINATION OR SUSPENSION
10
MISCELLANEOUS PROVISIONS
11
COMPENSATION
12
SPECIAL TERMS AND CONDITIONS
13
SCOPE OF THE AGREEMENT
ARTICLE 1 INITIAL INFORMATION
§ 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1.
(For each item in this section, insert the information or a statement such as "not applicable" or "unknown at time of
execution.")
§ 1.1.1 The Owner's program for the Project:
(Insert the Owner's program, identify documentation that establishes the Owner's program, or state the manner in
which the program will be developed.)
different scopes of work consisting of HVAC work, replacement of doors and windows,plumbing repair and upgrades
and additions of restrooms principally funded by ESSER II and ARP ESSER Federal Grants
§ 1.1.2 The Project's physical characteristics:
(Identify or describe pertinent information about the Project's physical characteristics, such as size; location;
dimensions; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of
public and private utilities and services; legal description of the site, etc.)
TBD
§ 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1:
(Provide total and, if known, a line item breakdown.)
Owner's budget is $4,000,000.00 inclusive of construction cost (labor, materials, and equipment, fees of any kind,
Architect's fee, Construction Manager's fee
§ 1.1.4 The Owner's anticipated design and construction milestone dates:
.1
Design phase milestone dates, if any:
TBD
AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute
Init.
of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was
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produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time use
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only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.
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.2
Construction commencement date:
TBD
.3
Substantial Completion date or dates:
ESSER II PROJECTS MUST BE COMPLETED BY OR BEFORE JUNE 30, 2023
ARP ESSER III PROJECTS MUST BE COMPLETED BY OR BEFORE JUNE 30, 2024
.4
Other milestone dates:
TBD
§ 1.1.5 The Owner intends the following procurement method for the Project:
(Identify method such as competitive bid or negotiated contract.)
The procurement method should be competitive bid incorporating all Local, State, and Federal requirements in the
bidding documents.
§ 1.1.6 The Owner's requirements for accelerated or fast-track design and construction, multiple bid packages, or
phased construction are set forth below:
(Identify any requirements for fast-track scheduling or phased construction and, if applicable, list number and type of
bid/procurement packages.)
§ 1.1.7 The Owner's anticipated Sustainable Objective for the Project:
(Identify and describe the Owner's Sustainable Objective for the Project, if any.)
N/A
§ 1.1.7.1 If the Owner identifies a Sustainable Objective, the Owner and Construction Manager shall complete and
incorporate AIA Document E235TM-2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition,
into this Agreement to define the terms, conditions and services related to the Owner's Sustainable Objective. If
E235-2019 is incorporated into this Agreement, the Owner and Construction Manager shall incorporate the completed
E235-2019 into the agreements with the consultants and contractors performing services or Work in any way
associated with the Sustainable Objective.
§ 1.1.8 Other Project information:
(Identify special characteristics or needs of the Project not provided elsewhere.)
§ 1.1.9 The Owner identifies the following representative in accordance with Section 5.5:
(List name, address, and other contact information.)
MIKE PLUNKETT, MAINTENANCE DIRECTOR
HICKMAN COUNTY SCHOOLS
115 MURPHREE AVENUE
CENTERVILLE, TN 37033
PHONE: 931-729-3391
§ 1.1.10 The persons or entities, in addition to the Owner's representative, who are required to review the Construction
Manager's submittals to the Owner are as follows:
(List name, address, and other contact information.)
AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute
Init.
of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was
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produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time use
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only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.
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JOEY CHILTON, ESSER MANAGER
115 MURPHREE AVENUE
CENTERVILLE, TN 37033
PHONE: 931-729-3391
§ 1.1.11 The Owner shall retain the following consultants and Contractors:
(List name, legal status, address, and other contact information.)
.1
Land Surveyor:
TBD
.2
Geotechnical Engineer:
TBD
.3
Civil Engineer:
TBD
.4
Contractors, as defined in Section 1.4:
TBD
.5
Separate Contractors, as defined in Section 1.4:
TBD
.6
Other, if any:
(List any other consultants retained by the Owner.)
TBD
§ 1.1.12 The Construction Manager identifies the following representative in accordance with Section 2.5:
(List name, address, and other contact information.)
JAMES C. CODELL IV, PRESIDENT
CODELL CONSTRUCTION COMPANY
4475 ROCKWELL ROAD
WINCHESTER, KY 40391
PHONE: 859/744-2222
AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute
Init.
of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was
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produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time use
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only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.
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§ 1.1.13 The Construction Manager's staffing plan as required under Section 3.3.3 shall include:
(List any specific requirements and personnel to be included in the staffing plan, if known.)
TBD
§ 1.1.14 The Construction Manager's consultants retained under Basic Services, if any:
(List name, legal status, address, and other contact information of any consultants.)
N/A
§ 1.1.15 The Construction Manager's consultants retained under Supplemental Services:
N/A
§ 1.1.16 Other Initial Information on which this Agreement is based:
N/A
§ 1.2 The Owner and Construction Manager may rely on the Initial Information. Both parties, however, recognize that
the Initial Information may materially change and, in that event, the Owner and the Construction Manager shall
appropriately adjust the Construction Manager's services, schedule for the Construction Manager's services, and the
Construction Manager's compensation. The Owner shall adjust the Owner's budget for the Cost of the Work and the
Owner's anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial
Information.
§ 1.3 The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other
information or documentation in digital form. The parties will use AIA Document E203ᵀM-2013, Building
Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and
exchange of digital data.
§ 1.3.1 Any use of, or reliance on, all or a portion of a building information model without agreement to protocols
governing the use of, and reliance on, the information contained in the model and without having those protocols set
forth in AIA Document E203TM-2013, Building Information Modeling and Digital Data Exhibit, and the requisite
AIA Document G202TM-2013, Project Building Information Modeling Protocol Form, shall be at the using or relying
party's sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors
to, the building information model, and each of their agents and employees.
§ 1.4 The term "Contractors" refers to persons or entities who perform Work under contracts with the Owner that are
administered by the Construction Manager and Architect. The term "Contractors" is used to refer to such persons or
entities, whether singular or plural. The term does not include the Owner's own forces, or Separate Contractors, which
are persons or entities who perform construction under separate contracts with the Owner not administered by the
Construction Manager and Architect.
ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES
§ 2.1 The Construction Manager shall provide the services as set forth in this Agreement.
§ 2.2 The Construction Manager shall perform its services consistent with the skill and care ordinarily provided by
construction managers practicing in the same or similar locality under the same or similar circumstances. The
Construction Manager shall perform its services as expeditiously as is consistent with such skill and care and the
orderly progress of the Project.
§ 2.3 The Construction Manager shall provide its services in conjunction with the services of an Architect as described
in AIA Document B132TM-2019, Standard Form of Agreement Between Owner and Architect, Construction Manager
as Adviser Edition. The Construction Manager shall not be responsible for actions taken by the Architect.
AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute
Init.
of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was
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produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time use
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only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.
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§ 2.4 The Construction Manager shall coordinate its services with those services provided by the Owner, the
Architect, the Contractors, and the Owner's other consultants and Separate Contractors. The Construction Manager
shall be entitled to rely on, and shall not be responsible for, the accuracy and completeness of services and information
furnished by the Owner, the Architect, and the Owner's other consultants and Separate Contractors. The Construction
Manager shall provide prompt written notice to the Owner if the Construction Manager becomes aware of any error,
omission, or inconsistency in such services or information.
§ 2.5 The Construction Manager shall identify a representative authorized to act on behalf of the Construction
Manager with respect to the Project.
§ 2.6 The Construction Manager, as soon as practicable after execution of the Agreement, shall notify the Owner in
writing of the names and qualifications of its proposed key staff members. Within 14 days of receipt of the names and
qualifications of the Construction Manager's proposed key staff members, the Owner may reply to the Construction
Manager in writing, stating (1) whether the Owner has reasonable objection to a proposed key staff member or (2) that
the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute
notice of no reasonable objection. The Construction Manager shall not staff any employees on the Project to whom the
Owner has made reasonable and timely objection. The Construction Manager shall not change its key staff members
without the Owner's consent, which shall not be unreasonably withheld or delayed.
§ 2.7 Except with the Owner's knowledge and consent, the Construction Manager shall not engage in any activity, or
accept any employment, interest or contribution that would reasonably appear to compromise the Construction
Manager's judgment with respect to this Project.
§ 2.8 The Construction Manager shall maintain the following insurance until termination of this Agreement. If any of
the requirements set forth below are in addition to the types and limits the Construction Manager normally maintains,
the Owner shall pay the Construction Manager as set forth in section 11.7.
§ 2.8.1 Commercial General Liability with policy limits of not less than ONE MILLION DOLLARS 1,000,000.00 )
for each occurrence and TWO MILLION DOLLARS AND NO CENTS 2,000,000.00 ) in the aggregate for bodily
injury and property damage.
§ 2.8.2 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Construction Manager
with policy limits of not less than ONE MILLION DOLLARS AND NO CENTS ($ 1,000,000.00 ) per accident for
bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those
motor vehicles, along with any other statutorily required automobile coverage.
§ 2.8.3 The Construction Manager may achieve the required limits and coverage for Commercial General Liability
and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such
primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages
required under Sections 2.8.1 and 2.8.2, and in no event shall any excess or umbrella liability insurance provide
narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits
only through the actual payment by the underlying insurers.
§ 2.8.4 Workers' Compensation at statutory limits and Employers Liability with policy limits not less than ONE
MILLION DOLLARS AND NO CENTS ($ 1,000,000.00 ) each accident, ONE MILLION DOLLARS AND NO
CENTS ($ 1,000,000.00 ) each employee, and ONE MILLION DOLLARS AND NO CENTS ($ 1,000,000.00 )
policy limit.
§ 2.8.5 Professional Liability covering negligent acts, errors and omissions in the performance of professional services
with policy limits of not less than TWO MILLION DOLLARS AND NO CENTS ($ 2,000,000.00 ) per claim and
TWO MILLION DOLLARS AND NO CENTS 2,000,000.00 ) in the aggregate.
§ 2.8.6 Additional Insured Obligations. To the fullest extent permitted by law, the Construction Manager shall cause
the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the
Owner as an additional insured for claims caused in whole or in part by the Construction Manager's negligent acts or
omissions. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance
policies and shall apply to both ongoing and completed operations.
AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute
Init.
of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was
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produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time use
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§ 2.8.7 The Construction Manager shall provide certificates of insurance to the Owner that evidence compliance with
the requirements in this Section 2.8.
§ 2.9 The Construction Manager shall assist the Owner, Architect, and other Project participants in establishing
building information modeling and digital data protocols for the Project using AIA Document E203TM-2013, Building
Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and
exchange of digital data.
§ 2.10 A centralized electronic document management system will be used on the Project, and the Construction
Manager shall be designated the Responsible Project Participant, responsible for managing and maintaining the
centralized electronic document management system.
§ 2.11 The Construction Manager shall retain all Project related documents and information it receives, and the Owner
and Architect shall have access to the documents and information. The Construction Manager shall transmit the
documents and information to the Owner at final completion.
ARTICLE 3 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES
§ 3.1 Definition
The Construction Manager's Basic Services consist of those described in this Article 3, and include usual and
customary Preconstruction and Construction Phase Services. Services not set forth in this Article 3 are Supplemental
or Additional Services. The Owner, Construction Manager, and Contractors 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.
§ 3.2 Preconstruction Phase
§ 3.2.1 The Construction Manager shall review the program furnished by the Owner and any evaluation of the
Owner's program provided by the Architect, to ascertain the requirements of the Project and shall arrive at a mutual
understanding of such requirements with the Owner and Architect.
§ 3.2.2 The Construction Manager shall provide a preliminary evaluation of the Owner's program, schedule and
construction budget requirements, each in terms of the other.
§ 3.2.3 The Construction Manager shall prepare, and deliver to the Owner, for the Owner's approval, a written
Construction Management Plan that includes, at a minimum, the following: (1) preliminary evaluations required in
Section 3.2.2, (2) a Project schedule, (3) cost estimates, (4) recommendations for Project delivery method, and (5)
Contractors' scopes of Work. The Construction Manager shall periodically update the Construction Management
Plan, for the Owner's approval, over the course of the Project.
§ 3.2.4 The Construction Manager shall prepare and periodically update the Project schedule included in the
Construction Management Plan 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 highlight items that
affect the Project's timely completion.
§ 3.2.5 The Construction Manager shall update the Project schedule to include the components of the Work, including
phasing of construction, times of commencement and completion required of each Contractor, ordering and delivery
of products, including those that must be ordered in advance of construction, obtaining the required reviews and
approvals of authorities having jurisdiction over the Project, and the occupancy requirements of the Owner.
§ 3.2.6 Based on the preliminary design and information prepared or provided by the Architect and other Owner
consultants, the Construction Manager shall prepare, for the Architect's review and Owner's approval, preliminary
estimates of the Cost of the Work or the cost of program requirements using area, volume or similar conceptual
AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute
Init.
of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was
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produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time use
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estimating techniques, including the establishment of sufficient contingency to reasonably anticipate the development
of the Project's design documents.
§ 3.2.7 The Construction Manager shall review design documents during their development and advise the Owner and
Architect on proposed site use and improvements, selection of materials, building systems, and equipment. The
Construction Manager shall also provide recommendations to the Owner and Architect, consistent with the Project
requirements, on constructability; availability of materials and labor; sequencing for phased construction; 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.
§ 3.2.8 The Construction Manager shall review recommendations for systems, materials, or equipment for the impact
upon cost, schedule, sequencing, constructability, and coordination among the Contractors. The Construction
Manager shall discuss its findings with the Owner and the Architect, and coordinate resolution, as necessary, of any
such impacts.
§ 3.2.9 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, an estimate of the Cost of the Work with increasing detail and
refinement. The Construction Manager shall include in the estimate those costs to allow for further development of the
design, bidding or negotiating, price escalation, and market conditions. The estimate shall be provided for the
Architect's review and the Owner's approval. The Construction Manager shall inform the Owner and Architect in the
event that the estimate of Cost of the Work exceeds the latest approved Project budget, and make recommendations for
corrective action.
§ 3.2.10 As the Architect progresses with the preparation of the Schematic Design, Design Development and
Construction Documents, the Construction Manager shall consult with the Owner and Architect and make
recommendations whenever the Construction Manager determines that the design, or details, adversely affect cost,
scope, schedule, constructability, or quality of the Project.
§ 3.2.11 The Construction Manager shall provide recommendations and information to the Owner and Architect
regarding the assignment of responsibilities for temporary Project facilities and equipment, materials and services for
common use of the Contractors. The Construction Manager shall verify that such requirements and assignment of
responsibilities are included in the proposed Contract Documents.
§ 3.2.12 The Construction Manager shall provide recommendations and information to the Owner regarding the
allocation of responsibilities for safety programs among the Contractors.
§ 3.2.13 The Construction Manager shall provide recommendations to the Owner on the division of the Project into
individual contracts for the construction of various categories of Work, including the method to be used for selecting
Contractors and awarding Contracts for Construction. The Construction Manager shall review the Drawings and
Specifications and make recommendations as required to provide that (1) the Work of the Contractors is coordinated,
(2) all requirements for the Project are assigned to the appropriate Contract, (3) the likelihood of jurisdictional disputes
is minimized, and (4) proper coordination is provided for phased construction.
§ 3.2.14 The Construction Manager shall make recommendations about, and coordinate the ordering and delivery of,
materials in support of the schedule, including those that must be ordered in advance of construction.
§ 3.2.15 The Construction Manager shall assist the Owner in selecting, retaining, and coordinating the professional
services of surveyors, geotechnical engineers, special consultants, and construction materials testing required for the
Project.
§ 3.2.16 The Construction Manager shall provide an analysis of the types and quantities of labor required for the
Project and review the availability of appropriate categories of labor required for critical phases. The Construction
Manager shall make recommendations for actions designed to minimize adverse effects of labor shortages.
AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute
Init.
of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was
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produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time use
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only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.
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§ 3.2.17 The Construction Manager shall assist the Owner in obtaining information regarding applicable requirements
for equal employment opportunity programs, and other programs as may be required by governmental and quasi-
governmental authorities for inclusion in the Contract Documents.
§ 3.2.18 Following the Owner's approval of the Drawings and Specifications, the Construction Manager shall update
and submit the latest estimate of the Cost of the Work and the Project schedule for the Architect's review and the
Owner's approval.
§ 3.2.19 The Construction Manager, in consultation with the Owner, shall develop bidders' interest in the Project and
establish bidding schedules. The Construction Manager shall assist the Owner and the Architect with the development
of the Bidding Documents, which consist of bidding requirements and proposed Contract Documents. The
Construction Manager, with the assistance of the Architect, shall issue Bidding Documents to bidders and conduct
pre-bid conferences with prospective bidders. The Construction Manager shall issue the current Project schedule with
each set of Bidding Documents. The Construction Manager shall assist the Architect with regard to questions from
bidders and with the issuance of addenda.
§ 3.2.20 The Construction Manager shall submit a list of prospective bidders for the Architect's review and the
Owner's approval.
§ 3.2.21 The Construction Manager, with the assistance of the Architect, shall review bids, and prepare bid analyses,
and make recommendations to the Owner for the Owner's award of Contracts for Construction or rejection of bids.
§ 3.2.22 The Construction Manager, with the assistance of the Architect, shall assist the Owner in preparing Contracts
for Construction. The Construction Manager shall advise the Owner on the acceptability of Subcontractors and
material suppliers proposed by Contractors.
§ 3.2.23 The Construction Manager shall assist the Owner in obtaining building permits and special permits for
permanent improvements, except for permits required to be obtained directly by the Contractors. The Construction
Manager shall verify that the Owner has paid applicable fees and assessments. The Construction Manager shall assist
the Owner and Architect in connection with the Owner's responsibility for filing documents required for the approvals
of governmental authorities having jurisdiction over the Project.
§ 3.2.24 If the Owner identified a Sustainable Objective in Article 1, the Construction Manager shall fulfill its
Preconstruction Phase responsibilities as required in AIA Document E235TM-2019, Sustainable Projects Exhibit,
Construction Manager as Adviser Edition, attached to this Agreement.
§ 3.3 Construction Phase
§ 3.3.1 The Construction Manager shall provide on-site administration of the Contracts for Construction in
cooperation with the Architect as set forth below and in AIA Document A232TM-2019, General Conditions of the
Contract for Construction, Construction Manager as Adviser Edition. If the Owner and Contractor modify AIA
Document A232-2019, those modifications shall not affect the Construction Manager's services under this
Agreement unless the Owner and the Construction Manager amend this Agreement.
§ 3.3.2 Subject to Section 4.2 and except as provided in Section 3.3.30, the Construction Manager's responsibility to
provide Construction Phase Services commences with the award of the initial Contract for Construction and
terminates on the date the Architect issues the final Certificate for Payment.
§ 3.3.3 The Construction Manager shall provide a staffing plan to include one or more representatives who shall be in
attendance at the Project site whenever the Work is being performed.
§ 3.3.4 The Construction Manager shall provide administrative, management and related services to coordinate
scheduled activities and responsibilities of the Contractors with each other and with those of the Construction
Manager, the Owner and the Architect. The Construction Manager shall coordinate the activities of the Contractors in
accordance with the latest approved Project schedule and the Contract Documents.
§ 3.3.5 The Construction Manager shall review and analyze the construction schedules provided by the Contractors to
update the Project schedule, incorporating the activities of the Owner, Architect, and Contractors on the Project,
Init.
AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute
of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was
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produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time use
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(2001814087)
including activity sequences and durations, allocation of labor and materials, processing of Shop Drawings, Product
Data and Samples, and delivery and procurement of products, including those that must be ordered in advance of
construction. The Project schedule shall include the Owner's occupancy requirements showing portions of the Project
having occupancy priority. The Construction Manager shall update and reissue the Project schedule as required to
show current conditions. If an update indicates that the previously approved Project schedule may not be met, the
Construction Manager shall recommend corrective action to the Owner and Architect.
§ 3.3.6 The Construction Manager shall schedule and conduct meetings to discuss matters such as procedures,
progress, coordination, and scheduling of the Work, and to develop solutions to issues identified. The Construction
Manager shall prepare and promptly distribute minutes to the Owner, Architect and Contractors.
§ 3.3.7 In accordance with the Contract Documents and the latest approved Project schedule, and utilizing information
from the Contractors, the Construction Manager shall review, analyze, schedule and coordinate the overall sequence
of construction and assignment of space in areas where the Contractors are performing Work.
§ 3.3.8 The Construction Manager shall coordinate all tests and inspections required by the Contract Documents or
governmental authorities, observe the on-site testing and inspections, and arrange for the delivery of test and
inspection reports to the Owner and Architect.
§ 3.3.9 The Construction Manager shall endeavor to obtain satisfactory performance from each of the Contractors.
The Construction Manager shall recommend courses of action to the Owner when requirements of a Contract are not
being fulfilled.
§ 3.3.10 The Construction Manager shall monitor and evaluate actual costs for activities in progress and estimates for
uncompleted tasks and advise the Owner and Architect as to variances between actual costs and budgeted or estimated
costs. If a Contractor is required to submit a Control Estimate, the Construction Manager shall meet with the Owner
and Contractor to review the Control Estimate. The Construction Manager shall promptly notify the Contractor if there
are any inconsistencies or inaccuracies in the information presented. The Construction Manager shall also report the
Contractor's cost control information to the Owner.
§ 3.3.11 The Construction Manager shall develop cash flow reports and forecasts for the Project and include them in
the Construction Manager's progress reports.
§ 3.3.12 The Construction Manager shall maintain accounting records on authorized Work performed under unit costs,
additional Work performed on the basis of actual costs of labor and materials, and other Work requiring accounting
records.
§ 3.3.12.1 The Construction Manager shall develop and implement procedures for the review and processing of
Applications for Payment by Contractors for progress and final payments.
§ 3.3.12.2 Not more frequently than monthly, the Construction Manager shall review and certify the amounts due the
respective Contractors as follows:
.1
Where there is only one Contractor responsible for performing the Work, the Construction Manager
shall, within seven days after the Construction Manager receives the Contractor's Application for
Payment, review the Application, certify the amount the Construction Manager determines is due the
Contractor, and forward the Contractor's Application and Certificate for Payment to the Architect.
.2
Where there is more than one Contractor responsible for performing different portions of the Project,
the Construction Manager shall, within seven days after the Construction Manager receives each
Contractor's Application for Payment: (1) review the Applications and certify the amount the
Construction Manager determines is due each Contractor; (2) prepare a Summary of Contractors'
Applications for Payment by summarizing information from each Contractor's Application for
Payment; (3) prepare a Project Application and Certificate for Payment; (4) certify the total amount the
Construction Manager determines is due all Contractors collectively; and (5) forward the Summary of
Contractors' Applications for Payment and Project Application and Certificate for Payment to the
Architect.
AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute
Init.
of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was
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produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time use
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only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.
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§ 3.3.12.3 The Construction Manager's certification for payment shall constitute a representation to the Owner, based
on the Construction Manager's evaluations of the Work and on the data comprising the Contractors' Applications for
Payment, that, to the best of the Construction Manager's knowledge, information and belief, the Work has progressed
to the point indicated, the quality of the Work is in accordance with the Contract Documents, and the Contractors are
entitled to payment in the amount certified. The foregoing representations are subject to (1) an evaluation of the Work
for conformance with the Contract Documents upon Substantial Completion; (2) results of subsequent tests and
inspections; (3) correction of minor deviations from the Contract Documents prior to completion; and (4) specific
qualifications expressed by the Construction Manager. The issuance of a Certificate for Payment shall further
constitute a recommendation to the Architect and Owner that the Contractor be paid the amount certified.
§ 3.3.12.4 The certification of an Application for Payment or a Project Application for Payment by the Construction
Manager shall not be a representation that the Construction Manager has (1) made exhaustive or continuous on-site
inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques,
procedures, or sequences for a Contractor's own Work; (3) reviewed copies of requisitions received from
Subcontractors and suppliers and other data requested by the Owner to substantiate each Contractor's right to
payment; or (4) ascertained how or for what purpose that Contractor has used money previously paid on account of the
Contract Sum.
§ 3.3.13 The Construction Manager shall obtain and review the safety programs developed by each Contractor solely
and exclusively for purposes of coordinating the safety programs with those of the other Contractors and for making
recommendations for any additional safety measures to be considered in the Work of the Contractors. The
Construction Manager's responsibilities for coordination of safety programs shall not extend to direct control over or
charge of the acts or omissions of the Contractors, Subcontractors, agents or employees of the Contractors or
Subcontractors, or any other persons performing portions of the Work and not directly employed by the Construction
Manager.
§ 3.3.14 The Construction Manager shall determine in general that the Work of each Contractor is being performed in
accordance with the requirements of the Contract Documents and notify the Owner, Contractor and Architect of
defects and deficiencies in the Work. The Construction Manager shall have the authority to reject Work that does not
conform to the Contract Documents and shall notify the Architect about the rejection. The failure of the Construction
Manager to reject Work shall not constitute acceptance of the Work. The Construction Manager shall record any
rejection of Work in its daily log and include information regarding the rejected Work in its progress reports to the
Architect and Owner pursuant to Section 3.3.22.1. Upon written authorization from the Owner, the Construction
Manager may require and make arrangements for additional inspection or testing of the Work in accordance with the
provisions of the Contract Documents, whether or not the Work is fabricated, installed or completed, and the
Construction Manager shall give timely notice to the Architect of when and where the tests and inspections are to be
made so that the Architect may be present for such procedures.
§ 3.3.15 The Construction Manager shall advise and consult with the Owner and Architect during the performance of
its Construction Phase Services. The Construction Manager shall have authority to act on behalf of the Owner only to
the extent provided in this Agreement. The Construction Manager shall not have control over, charge of, or
responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and
programs in connection with the Work of each of the Contractors, since these are solely the Contractor's rights and
responsibilities under the Contract Documents. The Construction Manager shall not be responsible for a Contractor's
failure to perform the Work in accordance with the requirements of the Contract Documents. The Construction
Manager shall be responsible for the Construction Manager's negligent acts or omissions, but shall not have control
over or charge of, and shall not be responsible for, acts or omissions of the Contractors, Subcontractors, or their agents
or employees, or any other persons or entities performing portions of the Work.
§ 3.3.16 The Construction Manager shall transmit to the Architect requests for interpretations, and requests for
information of the meaning and intent of the Drawings and Specifications, and provide its written recommendation.
The Construction Manager shall assist in the resolution of questions that may arise.
§ 3.3.17 The Construction Manager shall review requests for changes, assist in negotiating Contractors' proposals,
submit recommendations to the Architect and Owner, and, if the proposed changes are accepted or required by the
Owner, prepare Change Orders or Construction Change Directives that incorporate the Architect's modifications to
the Contract Documents.
AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute
Init.
of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was
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produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time use
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only, and may only be used in accordance with the AIA Contract Documents Terms of Service. To report copyright violations, e-mail copyright@aia.org.
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§ 3.3.18 The Construction Manager shall assist the Initial Decision Maker in the review, evaluation and
documentation of Claims, subject to Section 4.2.2.7.
§ 3.3.19 Utilizing the submittal schedules provided by each Contractor, the Construction Manager shall prepare, and
revise as necessary, a Project submittal schedule incorporating information from the Owner, Owner's consultants,
Owner's Separate Contractors and vendors, governmental agencies, and participants in the Project under the
management of the Construction Manager. The Project submittal schedule and any revisions shall be submitted to the
Architect for approval.
§ 3.3.20 The Construction Manager shall promptly review all Shop Drawings, Product Data, Samples, and other
submittals from the Contractors for compliance with the submittal requirements of the Contract, coordinate submittals
with information contained in related documents, and transmit to the Architect those that the Construction Manager
recommends for approval. The Construction Manager's actions shall be taken in accordance with the Project submittal
schedule approved by the Architect, or in the absence of an approved Project submittal schedule, with such reasonable
promptness as to cause no delay in the Work or in the activities of the Contractors, the Owner, or the Architect.
§ 3.3.20.1 If professional design services or certifications by a design professional related to systems, materials, or
equipment are specifically required of the Contractors by the Contract Documents, the Construction Manager shall
review those submittals for sequencing, constructability, and coordination impacts on the other Contractors. The
Construction Manager shall discuss its findings with the Owner and the Architect, and coordinate resolution, as
necessary, of any such impacts.
§ 3.3.21 The Construction Manager shall keep a daily log containing a record of weather, each Contractor's Work on
the site, number of workers, identification of equipment, Work accomplished, problems encountered, and other
similar relevant data as the Owner may require.
§ 3.3.21.1 The Construction Manager shall collect, review for accuracy, and compile the Contractors' daily logs; and
include them in the Construction Manager's reports prepared and submitted in accordance with section 3.3.21.2.
§ 3.3.21.2 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 identified below:
.1
Work completed for the period;
.2
Project schedule status;
.3
Submittal schedule and status report, including a summary of remaining and outstanding submittals;
.4
Request for information, Change Order, and Construction Change Directive status reports;
.5
Tests and inspection reports;
.6
Status report of nonconforming and rejected Work;
.7
Daily logs;
.8
Summary of all Contractors' Applications for Payment;
.9
Cumulative total of the Cost of the Work to date including the Construction Manager's compensation
and reimbursable expenses at the job site, if any;
.10
Cash-flow and forecast reports;
.11
Photographs to document the progress of the Project;
.12
Status reports on permits and approvals of authorities having jurisdiction; and
.13
Any other items the Owner may require:
§ 3.3.21.3 In addition, for Projects constructed on the basis of the Cost of the Work, the Construction Manager shall
include the following additional information in its progress reports:
.1
Contractors' work force reports;
.2
Equipment utilization report;
.3
Cost summary, comparing actual costs to updated cost estimates; and
.4
Any other items as the Owner may require:
AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute
Init.
of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was
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produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time use
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only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.
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§ 3.3.22 Utilizing the documents provided by the Contractors, the Construction Manager shall make available, at the
Project site, the Contract Documents, including Change Orders, Construction Change Directives, and other
Modifications, in good order and marked currently to indicate field changes and selections made during construction,
and the approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be in electronic
form or paper copy, available to the Owner, Architect, and Contractors. Upon completion of the Project, the
Construction Manager shall deliver them to the Owner.
§ 3.3.23 The Construction Manager shall arrange for the delivery, storage, protection and security of
Owner-purchased materials, systems and equipment that are a part of the Project until such items are incorporated into
the Work.
§ 3.3.24 With the Owner's maintenance personnel, the Construction Manager shall observe the Contractors' final
testing and start-up of utilities, operational systems and equipment and observe any commissioning as the Contract
Documents may require.
§ 3.3.25 When the Construction Manager considers each Contractor's Work or a designated portion thereof
substantially complete, the Construction Manager shall, jointly with that Contractor, prepare for the Architect a list of
incomplete or unsatisfactory items and a schedule for their completion. The Construction Manager shall assist the
Architect in conducting inspections to determine whether the Work or designated portion thereof is substantially
complete.
§ 3.3.26 When the Work of all of the Contractors, or designated portion thereof, is substantially complete, the
Construction Manager shall prepare, and the Construction Manager and Architect shall execute, a Certificate of
Substantial Completion. The Construction Manager shall submit the executed Certificate to the Owner and
Contractors. The Construction Manager shall coordinate the correction and completion of the Work. Following
issuance of a Certificate of Substantial Completion of the Work or a designated portion thereof, the Construction
Manager shall perform an inspection to confirm the completion of the Work of the Contractors and make
recommendations to the Architect when the Work of all of the Contractors is ready for final inspection. The
Construction Manager shall assist the Architect in conducting the final inspection.
§ 3.3.27 The Construction Manager shall forward to the Owner, with a copy to the Architect, the following
information received from the Contractors: (1) certificates of insurance ; (2) consent of surety or sureties, if any, to
reduction in or partial release of retainage or the making of final payment; (3) affidavits, receipts, releases and waivers
of liens or bonds indemnifying the Owner against liens; and (4) any other documentation required of the Contractors
under the Contract Documents, including warranties and similar submittals.
§ 3.3.28 The Construction Manager shall coordinate receipt, and delivery to the Owner, of other items provided by the
Contractors, such as keys, manuals, and record drawings. The Construction Manager shall forward to the Architect a
final Project Application for Payment and Project Certificate for Payment, or a final Application for Payment and final
Certificate for Payment, upon the Contractors' compliance with the requirements of the Contract Documents.
§ 3.3.29 Duties, responsibilities and limitations of authority of the Construction Manager as set forth in the Contract
Documents shall not be restricted, modified or extended without written consent of the Owner, Construction Manager,
Architect, and Contractors. Consent shall not be unreasonably withheld.
§ 3.3.30 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion,
the Construction Manager shall, without additional compensation, conduct a meeting with the Owner and Architect to
review the facility operations and performance.
ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES
§ 4.1 Supplemental Services
§ 4.1.1 The services listed below are not included in Basic Services but may be required for the Project. The
Construction Manager shall provide the listed Supplemental Services only if specifically designated in the table below
as the Construction Manager's responsibility, and the Owner shall compensate the Construction Manager as provided
Init.
AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute
of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was
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produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time use
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only, and may only be used in accordance with the AIA Contract Documents Terms of Service. To report copyright violations, e-mail copyright@aia.org.
User Notes:
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in Section 11.2. Unless otherwise specifically addressed in this Agreement, if neither the Owner nor the Construction
Manager is designated, the parties agree that the listed Supplemental Service is not being provided for the Project.
(Designate the Construction Manager's Supplemental Services and the Owner's Supplemental Services required for
the Project by indicating whether the Construction Manager or Owner shall be responsible for providing the
identified Supplemental Service. Insert a description of the Supplemental Services in Section 4.1.2 below or attach the
description of services as an exhibit to this Agreement.)
Supplemental Services
Responsibility
(Construction Manager, Owner or
not provided)
§ 4.1.1.1
Measured drawings
N/A
§ 4.1.1.2
Tenant-related services
N/A
§ 4.1.1.3
Commissioning
N/A
§ 4.1.1.4
Development of a commissioning plan
N/A
§ 4.1.1.5 Sustainable Project Services pursuant to Section 4.1.3
N/A
§ 4.1.1.6 Furniture, furnishings and equipment delivery, and installation
N/A
coordination
§ 4.1.1.7 Furniture, furnishings and equipment procurement assistance
N/A
§ 4.1.1.8
Assistance with site selection
N/A
§ 4.1.1.9 Assistance with selection of the Architect
N/A
§ 4.1.1.10 Furnish land survey
N/A
§ 4.1.1.11 Furnish geotechnical engineering services
N/A
§ 4.1.1.12 Provide insurance advice
N/A
§ 4.1.1.13 Provide supplemental Project risk analysis and mitigation
N/A
strategies
§ 4.1.1.14 Stakeholder relationships management
N/A
§ 4.1.1.15 Owner moving coordination
N/A
§ 4.1.1.16 Coordination of Owner's Separate Contractors
N/A
§ 4.1.1.17 Other Supplemental Services
N/A
§ 4.1.2 Description of Supplemental Services
§ 4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Construction Manager's
responsibility is provided below.
(Describe in detail the Construction Manager's Supplemental Services identified in Section 4.1.1 or, if set forth in an
exhibit, identify the exhibit.)
N/A
§ 4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner's responsibility is
provided below.
(Describe in detail the Owner's Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, identify
the exhibit.)
N/A
§ 4.1.3 If the Owner identified a Sustainable Objective in Article 1, the Construction Manager shall provide, as a
Supplemental Service, the Sustainability Services required in AIA Document E235TM-2019, Sustainable Projects
Exhibit, Construction Manager as Adviser Edition, attached to this Agreement. The Owner shall compensate the
Construction Manager as provided in Section 11.2.
§ 4.2 Construction Manager's Additional Services
§ 4.2.1 The Construction Manager may provide Additional Services after execution of this Agreement, without
invalidating this Agreement. Except for services required due to the fault of the Construction Manager, any Additional
Services provided in accordance with this Section 4.2 shall entitle the Construction Manager to compensation
pursuant to Section 11.3.
Init.
AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute
of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was
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produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time use
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only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.
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§ 4.2.2 Upon recognizing the need to perform the following Additional Services, the Construction Manager shall
notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The
Construction Manager shall not proceed to provide the following Additional Services until the Construction Manager
receives the Owner's written authorization:
.1
Services necessitated by a change in the Initial Information, previous instructions or approvals given by
the Owner, or a material change in the Project including size, quality, complexity, the Owner's
schedule or budget for Cost of the Work, or procurement or delivery method, or bid packages in
addition to those listed in Section 1.1.6. Services necessitated by sections 6.4 and 6.6 shall not be
considered additional services;
.2
Services necessitated by the enactment or revision of codes, laws, regulations or official interpretations
after the date of this Agreement;
.3
Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of
performance on the part of the Owner or the Owner's other consultants or contractors;
.4
Preparation of documentation for alternate bid or proposal requests proposed by the Owner;
.5
Preparation for, and attendance at, a public presentation, meeting or hearing;
.6
Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where
the Construction Manager is party thereto;
.7
Consultation concerning replacement of Work resulting from fire or other cause during construction
and furnishing services required in connection with the replacement of such Work; or
.8
Assistance to the Initial Decision Maker.
§ 4.2.3 To avoid delay in the Construction Phase, the Construction Manager shall provide the following Additional
Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the
need. If, upon receipt of the Construction Manager's notice, the Owner determines that all or parts of the services are
not required, the Owner shall give prompt written notice to the Construction Manager of the Owner's determination.
The Owner shall compensate the Construction Manager for the services provided prior to the Construction Manager's
receipt of the Owner's notice:
.1
Providing assistance to the Initial Decision Maker in evaluating an extensive number of Claims
submitted by a Contractor or others in connection with the Work.
.2
Services required in an emergency to coordinate the activities of a Contractor or Contractors in the
event of risk of personal injury or serious property damage, consistent with Section 3.3.15.
§ 4.2.4 Except for services required under Section 3.3.30, Construction Phase Services provided more than 60 days
after (1) the date of Substantial Completion of the Work, or (2) the anticipated date of Substantial Completion
identified in the Initial Information, whichever is earlier, shall be compensated as Additional Services to the extent the
Construction Manager incurs additional cost in providing those Construction Phase Services.
§ 4.2.5 If the services covered by this Agreement have not been completed within ( ) months of the date of this
Agreement, through no fault of the Construction Manager, extension of the Construction Manager's services beyond
that time shall be compensated as Additional Services.
ARTICLE 5 OWNER'S RESPONSIBILITIES
§ 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner
regarding requirements for and limitations on the Project, including a written program, which shall set forth the
Owner's objectives; schedule; constraints and criteria; special equipment; systems; and site requirements.
§ 5.2 The Owner shall establish the Owner's budget for the Project, including (1) the budget for the Cost of the Work
as defined in Section 6.1; (2) the Owner's other costs; and (3) reasonable contingencies related to all of these costs.
The Owner shall update the Owner's budget for the Project as necessary throughout the duration of the Project until
final completion. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, 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.
§ 5.3 The Owner acknowledges that accelerated, phased, or fast-track design and construction provides a benefit, but
also carries with it the risk of additional costs. If the Owner selects accelerated, phased or fast-track scheduling, the
Owner agrees to include in the budget for the Project sufficient contingencies to cover such costs.
AIA Document C132TM - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute
Init.
of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was
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produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time use
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§ 5.4 The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA
Document B132-2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as
Adviser Edition. The Owner shall provide the Construction Manager with a copy of the scope of services in
the agreement executed between the Owner and Architect, and any further modifications to the Architect's scope of
services in the agreement.
§ 5.5 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The
Owner shall render decisions pertaining to documents the Construction Manager submits in a timely manner in order
to avoid unreasonable delay in the orderly and sequential progress of the Construction Manager's services.
§ 5.6 Unless provided by the Construction Manager, the Owner shall furnish surveys to describe 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; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements,
encroachments, zoning, deed restrictions, boundaries, and contours of the site; locations, dimensions, and other
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. All the
information on the survey shall be referenced to a Project benchmark.
§ 5.7 Unless provided by the Construction Manager, the Owner shall furnish services of geotechnical engineers,
which may include 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.
§ 5.8 The Owner shall provide the Supplemental Services designated as the Owner's responsibility in Section 4.1.1.
§ 5.9 If the Owner identified a Sustainable Objective in Article 1, the Owner shall fulfill its responsibilities as required
in AIA Document E235TM-2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, attached to
this Agreement.
§ 5.10 The Owner shall coordinate the services of its own consultants with those services provided by the Construction
Manager. Upon the Construction Manager's request, the Owner shall furnish copies of the scope of services in the
contracts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other
than those designated as the responsibility of the Construction Manager in this Agreement, or authorize the
Construction Manager to furnish them as an Additional Service, when the Construction Manager requests such
services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that
its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to the
services or work provided.
§ 5.11 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as
structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials.
§ 5.12 The Owner shall furnish all legal, insurance 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.
§ 5.13 The Owner shall provide prompt written notice to the Construction Manager and Architect if the Owner
becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's
Instruments of Service or any fault or defect in the Construction Manager's services.
§ 5.14 The Owner reserves the right to perform construction and operations related to the Project with the Owner's
own forces, and to award contracts in connection with the Project which are not part of the Construction Manager's
responsibilities under this Agreement. The Construction Manager shall notify the Owner if any such independent
action will interfere with the Construction Manager's ability to perform the Construction Manager's responsibilities
under this Agreement. When performing construction or operations related to the Project, the Owner agrees to be
subject to the same obligations and to have the same rights as the Contractors.
AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute
Init.
of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was
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produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time use
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only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.
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§ 5.15 The Owner shall communicate with the Contractors and the Construction Manager's consultants through the
Construction Manager about matters arising out of or relating to the Contract Documents. The Owner and
Construction Manager shall include the Architect in all communications that relate to or affect the Architect's services
or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct
communications between the Owner and the Construction Manager otherwise relating to the Project. Communications
by and with the Architect's consultants shall be through the Architect.
§ 5.16 Before executing the Contracts for Construction, the Owner shall coordinate the Construction Manager's duties
and responsibilities set forth in the Contracts for Construction with the Construction Manager's services set forth in
this Agreement. The Owner shall provide the Construction Manager a copy of the executed agreements between the
Owner and Contractors, including the General Conditions of the Contracts for Construction.
§ 5.17 The Owner shall provide the Construction Manager access to the Project site prior to commencement of the
Work and shall obligate the Contractors to provide the Construction Manager access to the Work wherever it is in
preparation or progress.
§ 5.18 Within 15 days after receipt of a written request from the Construction Manager, the Owner shall furnish the
requested information as necessary and relevant for the Construction Manager to evaluate, give notice of, or enforce
lien rights.
ARTICLE 6 COST OF THE WORK
§ 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all
elements of the Project designed or specified by the Architect and shall include the Contractors' general conditions
costs, overhead and profit. The Cost of the Work also includes the reasonable value of labor, materials, and equipment,
donated to, or otherwise furnished by, the Owner. The Cost of the Work includes the compensation of the Construction
Manager and Construction Manager's Consultants during the Construction Phase only, including compensation for
reimbursable expenses at the job site, if any. The Cost of the Work does not include the compensation of the Architect;
the costs of the land, rights-of-way, financing, or contingencies for changes in the Work; or other costs that are the
responsibility of the Owner.
§ 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and shall be adjusted throughout
the Project as required under Sections 5.2 and 6.4. Evaluations of the Owner's budget for the Cost of the Work, and the
estimates of the Cost of the Work prepared by the Construction Manager, represent the Construction Manager's
judgment as a person or entity familiar with the construction industry. It is recognized, however, that neither the
Construction Manager nor the Owner has control over the cost of labor, materials; or equipment; the Contractors'
methods of determining bid prices; or competitive bidding, market, or negotiating conditions. Accordingly, the
Construction Manager cannot and does not warrant or represent that bids or negotiated prices will not vary from the
Owner's budget for the Cost of the Work, or from any estimate of the Cost of the Work, or evaluation, prepared or
agreed to by the Construction Manager.
§ 6.3 If the Architect is providing cost estimating services as a Supplemental Service, and a discrepancy exists
between the Construction Manager's cost estimates and the Architect's cost estimates, the Construction Manager and
the Architect shall work together to reconcile the cost estimates.
§ 6.4 If the Construction Manager's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the
Work, the Construction Manager, in consultation with the Architect, shall make appropriate recommendations to the
Owner to adjust the Project's size, quality, or budget for the Cost of the Work, and the Owner shall cooperate with the
Construction Manager and Architect in making such adjustments.
§ 6.5 If the Construction Manager's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the
Work, the Owner shall
.1
give written approval of an increase in the budget for the Cost of the Work;
.2
terminate in accordance with Section 9.5;
.3
in consultation with the Construction Manager and Architect, revise the Project program, scope, or
quality as required to reduce the Cost of the Work; or
.4
implement any other mutually acceptable alternative.
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§ 6.6 If the Owner chooses to revise the Project program, scope, or quality to reduce the Cost of the Work pursuant to
Section 6.5.3, or if the bids or proposals received from the prospective Contractors, in the aggregate, exceed the
Owner's budget for the Cost of the Work, and the Owner chooses to revise the Project program, scope, or quality to
reduce the Cost of the Work, the Construction Manager shall cooperate with the Owner and Architect to develop the
necessary revisions, update the cost estimate, and obtain additional bids. The Construction Manager will perform the
services described in Sections 6.4 and 6.6 without additional compensation.
ARTICLE 7 COPYRIGHTS AND LICENSES
The Construction Manager and the Construction Manager's consultants, if any, shall not own or claim a copyright in
the Instruments of Service. The Construction Manager, the Construction Manager's consultants, if any, and the Owner
warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright
owner of such information or has permission from the copyright owner to transmit such information for its use on the
Project.
ARTICLE 8 CLAIMS AND DISPUTES
§ 8.1 General
§ 8.1.1 The Owner and Construction Manager shall commence all claims and causes of action against the other and
arising out of or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements
of the binding dispute resolution method selected in this Agreement and within the period specified by applicable law,
but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and
Construction Manager waive all claims and causes of action not commenced in accordance with this Section 8.1.1.
§ 8.1.2 To the extent damages are covered by property insurance, the Owner and Construction Manager waive all
rights against each other and against the contractors, consultants, agents, and employees of the other for damages,
except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A232-2019,
General Conditions of the Contract for Construction. The Owner or the Construction Manager, as appropriate, shall
require of the contractors, consultants, agents, and employees of any of them, similar waivers in favor of the other
parties enumerated herein.
§ 8.1.3 The Construction Manager shall indemnify and hold the Owner and the Owner's officers and employees
harmless from and against damages, losses and judgments arising from claims by third parties, including reasonable
attorneys' fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent
acts or omissions of the Construction Manager, its employees and its consultants in the performance of professional
services under this Agreement. The Construction Manager's obligation to indemnify and hold the Owner and the
Owner's officers and employees harmless does not include a duty to defend. The Construction Manager's duty to
indemnify the Owner under this Section 8.1.3 shall be limited to the available proceeds of the insurance coverage
required by this Agreement.
§ 8.1.4 The Construction Manager and Owner waive consequential damages for claims, disputes, or other matters in
question, arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all
consequential damages due to either party's termination of this Agreement, except as specifically provided in Section
9.7.
§ 8.2 Mediation
§ 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien
arising out of the Construction Manager's services, the Construction Manager may proceed in accordance with
applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by
binding dispute resolution.
§ 8.2.2 The Owner and Construction Manager shall endeavor to resolve claims, disputes and other matters in question
between them by mediation, which, unless the parties mutually agree otherwise, shall be administered by the
American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the
date of this Agreement. A request for mediation shall be made in writing, delivered to the other party to this
Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently
with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation
shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a
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period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If
an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the
arbitrator(s) and agree upon a schedule for later proceedings.
§ 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall
be enforceable as settlement agreements in any court having jurisdiction thereof.
§ 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding
dispute resolution shall be the following:
(Check the appropriate box.)
[
]
Arbitration pursuant to Section 8.3 of this Agreement
[ ]
Litigation in a court of competent jurisdiction in the State of Tennessee, County of Hickman
[
]
Other: (Specify)
If the Owner and Construction Manager do not select a method of binding dispute resolution, or do not subsequently
agree in writing to a binding dispute resolution method other than litigation, the dispute will be resolved in a court of
competent jurisdiction.
§ 8.3 Arbitration
§ 8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement, any
claim, dispute or other matter in question arising out of or related to this Agreement subject to, but not resolved by,
mediation shall be subject to arbitration, which, unless the parties mutually agree otherwise, shall be administered by
the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the
date of this Agreement. A demand for arbitration shall be made in writing, delivered to the other party to this
Agreement, and filed with the person or entity administering the arbitration.
§ 8.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation,
but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim,
dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations
purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall
constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question.
§ 8.3.2 The foregoing agreement to arbitrate, and other agreements to arbitrate with an additional person or entity duly
consented to by parties to this Agreement, shall be specifically enforceable in accordance with applicable law in any
court having jurisdiction thereof.
§ 8.3.3 The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with
applicable law in any court having jurisdiction thereof.
§ 8.3.4 Consolidation or Joinder
§ 8.3.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any
other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration
permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact;
and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s).
§ 8.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a
common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided
that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional
person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not
described in the written consent.
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§ 8.3.4.3 The Owner and Construction Manager grant to any person or entity made a party to an arbitration conducted
under this Section 8.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner
and Construction Manager under this Agreement.
§ 8.4 The provisions of this Article 8 shall survive the termination of this Agreement.
ARTICLE 9 TERMINATION OR SUSPENSION
§ 9.1 If the Owner fails to make payments to the Construction Manager in accordance with this Agreement, such
failure shall be considered substantial nonperformance and cause for termination or, at the Construction Manager's
option, cause for suspension of performance of services under this Agreement. If the Construction Manager elects to
suspend services, the Construction Manager shall give seven days' written notice to the Owner before suspending
services. In the event of a suspension of services, the Construction Manager shall have no liability to the Owner for
delay or damage caused the Owner because of such suspension of services. Before resuming services, the Owner shall
pay the Construction Manager all sums due prior to suspension and any expenses incurred in the interruption and
resumption of the Construction Manager's services. The Construction Manager's fees for the remaining services and
the time schedules shall be equitably adjusted.
§ 9.2 If the Owner suspends the Project, the Construction Manager shall be compensated for services performed prior
to notice of such suspension. When the Project is resumed, the Construction Manager shall be compensated for
expenses incurred in the interruption and resumption of the Construction Manager's services. The Construction
Manager's fees for the remaining services and the time schedules shall be equitably adjusted.
§ 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the
Construction Manager, the Construction Manager may terminate this Agreement by giving not less than seven days'
written notice.
§ 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party
fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the
termination.
§ 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Construction
Manager for the Owner's convenience and without cause.
§ 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Construction Manager
terminates this Agreement pursuant to Section 9.3, the Owner shall compensate the Construction Manager for services
performed prior to termination, Reimbursable Expenses incurred, and costs attributable to termination, including the
costs attributable to the Construction Manager's termination of consultant agreements.
§ 9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience
pursuant to Section 9.5, or the Construction Manager terminates this Agreement pursuant to Section 9.3, the Owner
shall pay to the Construction Manager the following termination fee:
(Set forth below the amount of any termination fee, or the method for determining any termination fee.)
§ 9.8 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of
Substantial Completion.
ARTICLE 10 MISCELLANEOUS PROVISIONS
§ 10.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that
jurisdiction's choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the
Federal Arbitration Act shall govern Section 8.3.
§ 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A232-2019, General
Conditions of the Contract for Construction, except for purposes of this Agreement, the term "Work" shall include the
work of all Contractors under the administration of the Construction Manager and the Architect.
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§ 10.3 The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns, and
legal representatives to this Agreement. Neither the Owner nor the Construction Manager shall assign this Agreement
without the written consent of the other, except that the Owner may assign this Agreement to a lender providing
financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement,
including any payments due to the Construction Manager by the Owner prior to the assignment.
§ 10.4 If the Owner requests the Construction Manager to execute certificates, the proposed language of such
certificates shall be submitted to the Construction Manager for review at least 14 days prior to the requested dates of
execution. If the Owner requests the Construction Manager to execute consents reasonably required to facilitate
assignment to a lender, the Construction Manager shall execute all such consents that are consistent with this
Agreement, provided the proposed consent is submitted to the Construction Manager for review at least 14 days prior
to execution. The Construction Manager shall not be required to execute certificates or consents that would require
knowledge, services, or responsibilities beyond the scope of this Agreement.
§ 10.5 Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor
of, a third party against either the Owner or Construction Manager.
§ 10.6 Unless otherwise required in this Agreement, the Construction Manager shall have no responsibility for the
discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic
substances in any form at the Project site.
§ 10.7 The Construction Manager shall have the right to include photographic or artistic representations of the design
of the Project among the Construction Manager's promotional and professional materials. The Construction Manager
shall provide professional credit for the Architect and the Contractors in the Construction Manager's promotional
materials for the Project. The Construction Manager shall be given reasonable access to the completed Project to make
such representations. However, the Construction Manager's materials shall not include the Owner's confidential or
proprietary information if the Owner has previously advised the Construction Manager in writing of the specific
information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for
the Construction Manager in the Owner's promotional materials for the Project. This Section 10.7 shall survive the
termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4.
§ 10.8 If the Construction Manager or Owner receives information specifically designated as "confidential" or
"business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to
any other person except as set forth in Section 10.8.1. This Section 10.8 shall survive the termination of this
Agreement.
§ 10.8.1 The receiving party may disclose "confidential" or "business proprietary" information after 7 days' notice to
the other party, when required by law, arbitrator's order, or court order, including a subpoena or other form of
compulsory legal process issued by a court or governmental entity, or to the extent such information is reasonably
necessary for the receiving party to defend itself in any dispute. The receiving party may also disclose such
information to its employees, consultants, or contractors in order to perform services or work solely and exclusively
for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure
and use of such information as set forth in this Section 10.8.
§ 10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining
provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or
unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and
enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to the
parties' intentions and purposes in executing the Agreement.
ARTICLE 11 COMPENSATION
§ 11.1 For the Construction Manager's Basic Services described under Article 3, the Owner shall compensate the
Construction Manager as follows:
§ 11.1.1 For Preconstruction Phase Services in Section 3.2:
(Insert amount of, or basis for, compensation, including stipulated sums, multiples or percentages.)
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2% of the Current Construction Budgetbillable and payable as provide in Attached Owner's Article 12 Special Terms
and Conditions.
§ 11.1.2 For Construction Phase Services in Section 3.3:
(Insert amount of, or basis for, compensation, including stipulated sums, multiples or percentages.)
Two Hundred Forty Thousand Dollars and No Cents ($240,000.00) (Six Percent (6%) of the Current Construction
Budget) to be separated as follows:
Line Item 1 -One Hundred Thirty-Nine Thousand, Five Hundred Dollars and No Cents ($139,500.00) to be paid in
equal monthly payments to cover On-Site Services cost
Line Item 2 -One Hundred Thousand, Five Hundred Dollars and No Cents ($100,500.00) to be billed by percentage of
completion of work.
§ 11.2
§ 11.3
§ 11.4
§ 11.5
Employee or Category
Rate ($0.00)
§ 11.6 Compensation for Reimbursable Expenses
(Paragraphs deleted)
§ 11.6.1.
§ 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Construction Manager
and the Construction Manager's consultants plus NA percent ( NA %) of the expenses incurred.
§ 11.7 Construction Manager's Insurance. If the types and limits of coverage required in Section 2.8 are in addition to
the types and limits the Construction Manager normally maintains, the Owner shall pay the Construction Manager for
the additional costs incurred by the Construction Manager for the additional coverages as set forth below.
(Insert the additional coverages the Construction Manager is required to obtain in order to satisfy the requirements
set forth in Section 2.8, and for which the Owner shall reimburse the Construction Manager.)
§ 11.8 Payments to the Construction Manager
§ 11.8.1 Initial Payment
§ 11.8.1.1 An initial payment of ZERO DOLLARS AND ZERO CENTS ($ 0.00 ) shall be made upon execution of
this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the
final invoice.
§ 11.8.2 Progress Payments
§ 11.8.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed.
Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid thirty (30
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) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate
prevailing from time to time at the principal place of business of the Construction Manager.
(Insert rate of monthly or annual interest agreed upon.)
% Current Percentage Rate per the Tennessee Prompt Payment Act
§ 11.8.2.2 The Owner shall not withhold amounts from the Construction Manager's compensation to impose a penalty
or liquidated damages on the Construction Manager, or to offset sums requested by or paid to Contractors for the cost
of changes in the Work, unless the Construction Manager agrees or has been found liable for the amounts in a binding
dispute resolution proceeding.
§ 11.8.2.3 Records of Reimbursable Expenses, expenses pertaining to Supplemental and Additional Services,
and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times.
ARTICLE 12 SPECIAL TERMS AND CONDITIONS
Special terms and conditions that modify this Agreement are as follows:
(Include other terms and conditions applicable to this Agreement.)
n/a
ARTICLE 13 SCOPE OF THE AGREEMENT
§ 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction
Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement
may be amended only by written instrument signed by both the Owner and Construction Manager.
§ 13.2 This Agreement is comprised of the following documents identified below:
.1
AIA Document C132ᵀM-2019, Standard Form Agreement Between Owner and Construction Manager
as Adviser
.2
.3
Exhibits:
(Check the appropriate box for any exhibits incorporated into this Agreement.)
[
]
AIA Document E235TM-2019, Sustainable Projects Exhibit, Construction Manager as Adviser
Edition, dated as indicated below:
(Insert the date of the E235-2019 incorporated into this agreement.)
[
]
Other Exhibits incorporated into this Agreement:
(Clearly identify any other exhibits incorporated into this Agreement, including any exhibits identified
in Section 4.1.2.)
.4
Other documents:
(List other documents, if any, forming part of the Agreement.)
Owner's Article 12 Special Terms and Conditions
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This Agreement is entered into as of the day and year first written above.
OWNER (Signature)
CONSTRUCTION MANAGER (Signature)
(Printed name and title)
(Printed name and title)
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Additions and Deletions Report for
AIA® Document C132™ - 2019
This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added
to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original
AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text.
Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part
of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by
AIA software at 16:10:31 ET on 07/05/2022.
PAGE 1
AGREEMENT made as of the
day of
in the year TWO THOUSAND TWENTY-TWO
HICKMAN COUNTY SCHOOLS
114 NORTH CENTRAL AVENUE
SUITE 203
CENTERVILLE, TN 37033
CODELL CONSTRUCTION COMPANY
4475 ROCKWELL ROAD
WINCHESTER, KY 40391
HICKMAN COUNTY SCHOOLS
CENTERVILLE, TN 37033
EAST HICKMAN CAMPUS, CENTERVILLE ELEMENTARY SCHOOL, HICKMAN COUNTY MIDDLE
SCHOOL
LYLE.COOK.MARTIN ARCHITECTS
310 FRANKLIN STREET
CLARKSVILLE TN 37040
PAGE 2
different scopes of work consisting of HVAC work, replacement of doors and windows.plumbing repair and upgrades
and additions of restrooms principally funded by ESSER II and ARP ESSER Federal Grants
TBD
Owner's budget is $4,000,000.00 inclusive of construction cost (labor, materials, and equipment, fees of any kind,
Architect's fee, Construction Manager's fee
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e-mail copyright@aia.org.
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TBD
PAGE 3
TBD
ESSER II PROJECTS MUST BE COMPLETED BY OR BEFORE JUNE 30, 2023
ARP ESSER III PROJECTS MUST BE COMPLETED BY OR BEFORE JUNE 30, 2024
TBD
The procurement method should be competitive bid incorporating all Local, State, and Federal requirements in the
bidding documents.
N/A
MIKE PLUNKETT, MAINTENANCE DIRECTOR
HICKMAN COUNTY SCHOOLS
115 MURPHREE AVENUE
CENTERVILLE, TN 37033
PHONE: 931-729-3391
PAGE 4
JOEY CHILTON, ESSER MANAGER
115 MURPHREE AVENUE
CENTERVILLE, TN 37033
PHONE: 931-729-3391
TBD
TBD
TBD
TBD
TBD
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rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without
2
permission. This document was produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for
resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations,
e-mail copyright@aia.org.
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TBD
...
JAMES C. CODELL IV, PRESIDENT
CODELL CONSTRUCTION COMPANY
4475 ROCKWELL ROAD
WINCHESTER, KY 40391
PHONE: 859/744-2222
PAGE 5
TBD
N/A
N/A
N/A
PAGE 6
§ 2.8.1 Commercial General Liability with policy limits of not less than ONE MILLION DOLLARS ($ 1,000,000.00 )
for each occurrence and TWO MILLION DOLLARS AND NO CENTS ($ 2,000,000.00 ) in the aggregate for bodily
injury and property damage.
§ 2.8.2 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Construction Manager
with policy limits of not less than ONE MILLION DOLLARS AND NO CENTS ($ 1,000,000.00 ) per accident for
bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those
motor vehicles, along with any other statutorily required automobile coverage.
§ 2.8.4 Workers' Compensation at statutory limits and Employers Liability with policy limits not less than ONE
MILLION DOLLARS AND NO CENTS ($ 1,000,000.00 ) each accident, ONE MILLION DOLLARS AND NO
CENTS ($ 1,000,000.00 ) each employee, and ONE MILLION DOLLARS AND NO CENTS ($ 1,000,000.00 )
policy limit.
§ 2.8.5 Professional Liability covering negligent acts, errors and omissions in the performance of professional services
with policy limits of not less than TWO MILLION DOLLARS AND NO CENTS ($ 2,000,000.00 ) per claim and
TWO MILLION DOLLARS AND NO CENTS ($ 2,000,000.00 ) in the aggregate.
PAGE 7
§ 2.10 A centralized electronic document management system will be used on the Project, and the Construction
Manager shall be designated the Responsible Project Participant in section 3.5 of E203-2013, Participant, responsible
for managing and maintaining the centralized electronic document management system. The centralized electronic
document management system shall include all items listed in Article 3 of E203, and the following:
(List any items to be included that are not listed in Article 3 of E203 2013.)
PAGE 14
Additions and Deletions Report for AIA Document C132TM - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All
rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without
3
permission. This document was produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for
resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents Terms of Service. To report copyright violations,
e-mail copyright@aia.org.
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§ 4.1.1.1 Measured drawings
N/A
§ 4.1.1.2
Tenant-related services
N/A
§ 4.1.1.3
Commissioning
N/A
§ 4.1.1.4 Development of a commissioning plan
N/A
§ 4.1.1.5 Sustainable Project Services pursuant to Section 4.1.3
N/A
§ 4.1.1.6 Furniture, furnishings and equipment delivery, and installation
N/A
coordination
§ 4.1.1.7 Furniture, furnishings and equipment procurement assistance
N/A
§ 4.1.1.8 Assistance with site selection
N/A
§ 4.1.1.9 Assistance with selection of the Architect
N/A
§ 4.1.1.10 Furnish land survey
N/A
§ 4.1.1.11 Furnish geotechnical engineering services
N/A
§ 4.1.1.12 Provide insurance advice
N/A
§ 4.1.1.13 Provide supplemental Project risk analysis and mitigation
N/A
strategies
§ 4.1.1.14 Stakeholder relationships management
N/A
§ 4.1.1.15 Owner moving coordination
N/A
§ 4.1.1.16 Coordination of Owner's Separate Contractors
N/A
§ 4.1.1.17 Other Supplemental Services
N/A
N/A
N/A
PAGE 19
[
Litigation in a court of competent jurisdiction in the State of Tennessee, County of Hickman
PAGE 22
2% of the Current Construction Budgetbillable and payable as provide in Attached Owner's Article 12 Special Terms
and Conditions.
Two Hundred Forty Thousand Dollars and No Cents ($240,000.00) (Six Percent (6%) of the Current Construction
Budget) to be separated as follows:
Line Item 1 -One Hundred Thirty-Nine Thousand, Five Hundred Dollars and No Cents ($139,500.00) to be paid in
equal monthly payments to cover On-Site Services cost
Line Item 2 -One Hundred Thousand, Five Hundred Dollars and No Cents ($100,500.00) to be billed by percentage of
completion of work.
§ 11.2 For the Construction Manager's Supplemental Services designated in Section 4.1.1, and for any Sustainability
Services required pursuant to Section 4.1.3, the Owner shall compensate the Construction Manager as follows:
(Insert amount of, or basis for, compensation. If necessary, list specific services to which particular methods of
compensation apply.)
§ 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2, the
Owner shall compensate the Construction Manager as follows:
(Insert amount of, or basis for, compensation.)
Additions and Deletions Report for AIA Document C132TM - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All
rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without
4
permission. This document was produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for
resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents Terms of Service. To report copyright violations,
e-mail copyright@aia.org.
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§ 11.4 Compensation for Supplemental and Additional Services of the Construction Manager' consultants when not
included in Sections 11.2 or 11.3, shall be the amount invoiced to the Construction Manager plus percent ( %), or
as follows:
(Insert amount of, or basis for computing, Construction Manager's consultants' compensation for Supplemental or
Additional Services.)
§ 11.5 The hourly billing rates for services of the Construction Manager and the Construction Manager's consultants
are set forth below. The rates shall be adjusted in accordance with the Construction Manager's and Construction
Manager's consultants' normal review practices.
(If applicable, attach an exhibit of hourly billing rates or insert them below.)
§ 11.6.1 Reimbursable Expenses are in addition to compensation for Basic, Supplemental, and Additional Services and
include expenses incurred by the Construction Manager and the Construction Manager's consultants directly related to the
Project, as follows:
.1
Transportation and authorized out of town travel and subsistence;
.2
Long distance services, dedicated data and communication services, teleconferences, Project web sites,
and extranets;
.3
Permitting and other fees required by authorities having jurisdiction over the Project;
.4
Printing, reproductions, plots, and standard form documents;
.5
Postage, handling, and delivery;
.6
Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner;
.7
Professional photography, and presentation materials requested by the Owner;
.8
If required by the Owner, and with the Owner's prior written approval, the Construction Manager's
consultants' expenses of professional liability insurance dedicated exclusively to this Project, or the
expense of additional insurance coverage or limits in excess of that normally maintained by the
Construction Manager's consultants;
.9
All taxes levied on professional services and on reimbursable expenses;
.10
Site office expenses; and
.11 Other similar Project related expenditures.
§ 11.6.1.
§ 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Construction Manager
and the Construction Manager's consultants plus NA percent ( NA %) of the expenses incurred.
§ 11.8.1.1 An initial payment of ZERO DOLLARS AND ZERO CENTS ($ 0.00 ) shall be made upon execution of
this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the
final invoice.
§ 11.8.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed.
Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid thirty ( 30
) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate
prevailing from time to time at the principal place of business of the Construction Manager.
PAGE 23
% Current Percentage Rate per the Tennessee Prompt Payment Act
Additions and Deletions Report for AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All
rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without
5
permission. This document was produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for
resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents Terms of Service. To report copyright violations,
e-mail copyright@aia.org.
User Notes:
(2001814087)
n/a
.2
AIA Document E203ᵀ 2013, Building Information Modeling and Digital Data Exhibit, dated as
indicated below:
(Insert the date of the E203 2013 incorporated into this Agreement.)
Owner's Article 12 Special Terms and Conditions
Additions and Deletions Report for AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All
rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without
6
permission. This document was produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for
resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents Terms of Service. To report copyright violations,
e-mail copyright@aia.org.
User Notes:
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Certification of Document's Authenticity
AIA® Document D401 TM - 2003
Frances L. Jones
I, , hereby certify, to the best of my knowledge, information and belief, that I created the attached final document
simultaneously with its associated Additions and Deletions Report and this certification at 16:10:31 ET on 07/05/2022
under Order No. 2114238182 from AIA Contract Documents software and that in preparing the attached final
document I made no changes to the original text of AIA Document C132ᵀ - 2019, Standard Form of Agreement
Between Owner and Construction Manager as Adviser, as published by the AIA in its software, other than those
additions and deletions shown in the associated Additions and Deletions Report.
Frances L. Jones
(Signed)
Corporate Secretary
(Title)
July 5, 2022
(Dated)
AIA Document D401 TM - 2003. Copyright © 1992 and 2003 by The American Institute of Architects. All rights reserved. The "American Institute of Architects,"
"AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA
1
software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time use only, and may only
be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.
User Notes:
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ARTICLE 12. SPECIAL TERMS AND CONDITIONS
Special terms and conditions that modify this agreement are as follows. These special terms and
conditions shall, as the case may be, modify, delete, add to and replace by substitution certain
provisions of the AIA® Document C132ᵀ - 2019 and AIA® Document A232ᵀ - 2019 and all
documents incorporated therein ("Agreement"). For any article, paragraph, sub-paragraph,
clause or language of the Agreement that is deleted, modified, added to or otherwise changed
by this Article 12, the unaltered provisions of that article, paragraph, sub-paragraph, clause or
language shall remain in full force or effect. If, however, and to the extent the conditions set
forth below are inconsistent with the Agreement or any other documents, including, but not
limited to, any incorporated document(s), the conditions set forth below shall supersede and
control.
$ 12.1 PROJECT
Owner's Project involves different scopes of work to upgrade and maintain its facilities at three
sites: (1) East Hickman campus; (2) Centerville Elementary School; and (3) Hickman County
Middle School.
$ 12.2 CONTRACT EXTENSION
It is expressly understood by the Construction Manager that notwithstanding any other provision
in the Contract Documents, neither the Contract Time nor the Contract Sum will be modified
without the consent of Owner. Unless otherwise agreed in writing, the Contract Time will not be
extended beyond June 30, 2024. Construction Manager shall ensure that all contracts for Work
on the Project include the provisions of this section.
$ 12.3 COMPENSATION
Notwithstanding any other provision in the Contract documents, under no circumstance will
Construction Manager receive compensation for Additional Services nor will Construction
Manager incur any additional costs to Owner without Owner's consent. Construction Manager
agrees that compensation of the Construction Manager, architect, any contractors or
subcontractors engaged for Work on the Project, insurance and any other costs expended by
Owner for the Project will not exceed the federal grant funding received by Owner for the Project.
$ 12.4 MATERIALS
Construction Manager shall ensure that contracts with contractors or subcontractors for Work
on the Project require that all materials incorporated in Work on the Project(s) will be new and
unused and, when not specified in detail in the Contract Documents, all materials incorporated
in the Work must be of a suitable grade and quality for the purpose intended. All contractors
and subcontractors must be required to furnish, use, install, employ and protect each item of
materials in strict compliance with the specifications, recommendations and instructions of the
manufacturer or supplier, unless those specifications, recommendations or instructions deviate
1
from accepted construction practices or the Contract Documents, in which case the contractor
or subcontractor shall inform Construction Manager who shall inform Owner. Construction
Manager shall direct the contractor or subcontractor to proceed as Owner directs.
$ 12.5 PROGRESS PAYMENTS
Preconstruction fee required pursuant to AIA Document C132-2019 $ 11.1.1 will be paid upon
Owner's receipt of Construction Manager's invoice to be presented upon receipt of bids for
construction.
Progress payments required pursuant to AIA® Document C132ᵀM-2019 $ 11.1.2, shall be paid by
Owner, monthly. Line Item 1, $139,500.00, shall be billed monthly by Construction Manager,
who will present billing for $5,812.50 monthly. Line Item 2, a total of $100,500.00, shall be billed
monthly by Construction Manager in amounts equal to the cumulative percentage of completion
of construction billed by Contractors and Suppliers monthly.
$ 12.6 PROTOCOLS
Any requirement for protocols in AIA® Document C132ᵀM-2019 §§ 1.3 and 1.3.1 are superseded
by AIA® Document C132ᵀM-2019 $2.10.
$ 12.7 TERMINATION BY OWNER
Construction Manager shall ensure that bidding documents and contracts with contractors or
subcontractors for Work on the Project shall include, in addition to the permissible causes for
termination listed in AIA® Document A232ᵀᵐ-2019 $ 14.2., a provision that Owner may terminate
any contract if the Contractor fails to perform Work pursuant to the Contract according to, at
minimum, reasonable industry standards. Owner may terminate any contract without penalty if
funding anticipated for the Project is withdrawn or not appropriated to the Owner.
§ 12.8 NO TERMINATION FEE
No termination fee shall be required of Owner.
$ 12.9 INDEMNITY, LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTY.
.1
Pursuant to Article II, Section 29 of the Tennessee Constitution, Owner is
prohibited from lending its credit to private entities and, therefore, prohibits an
agreement by Owner to indemnify a third party or agree to a limitation of liability
provision.. Any indemnity or hold harmless provision contained in this Agreement
requiring Owner to indemnify or hold harmless Construction Manager or any
other person or entity and any disclaimer of warranties or other limitation of
liability in favor of Construction Manager is enforceable only to the extent
permitted by Tennessee law, provided, in addition, that Owner's monetary limits
of liability under any such provision is limited to the monetary limits of liability
2
provided for in the Tennessee Governmental Tort Liability Act ("TGTLA", at Tenn.
Code Ann. $ 29-20-101 et seq). No provision of this Agreement shall act or be
deemed a waiver by Owner of any immunity, including its rights or privileges or of
any provision of the TGTLA. Owner reserves all rights afforded to local
governments under law for all general and implied warranties. No provision of
this Agreement shall constitute a debt or pledge of the full faith and credit of the
Owner nor shall any provision of this Agreement act or be deemed a waiver by
Owner of its rights or privileges as a sovereign entity. Construction Manager shall
ensure that all contracts for Work on the Project shall include the terms of this
$12.9.1.
.2
Constructor Manager agrees to indemnify, hold harmless, protect and pay Owner
and Owner's agents, representatives, and any affiliated or related entities against
any and all claims, loss, liability, damage, cost, and expenses, including reasonable
attorney fees and litigation cost, that is determined by a court of law to have
occurred in whole or in part as a result of or due to the negligence or fault of
Construction Manager, its agents, consultants, employees or representatives with
regard to Construction Manager's responsibilities set forth in the Agreement and
the Contract Documents.
12.10 LIENS PROHIBITED
Construction Manager agrees that Owner's property is public property belonging to a political
subdivision of the state of Tennessee and acknowledges that any contractors, subcontractors,
agents or sub-consultant, whether skilled or unskilled, shall not, in any manner have, claim or
acquire any lien upon the Project, nor upon any of the land upon which said improvements are
so erected, built, or situated. Construction Manager shall ensure that all bidders certify their
compliance with the terms of this section and that all contracts for Work on the Project include
the requirements described in this section.
12.11 NON-DISCRIMINATION
Construction Manager hereby agrees, warrants, and assures that no person shall be excluded
from participation in, be denied benefits of, or be otherwise subject to discrimination in the
performance of this Agreement on the grounds of disability, age, race, color, religion, sex,
national origin, or any other classification protected by federal or Tennessee constitutional or
statutory law. Construction Manager shall ensure that all bidders certify their compliance with
the terms of this section and that all contracts for Work on the Project include compliance with
the statutory requirements described in this section.
12.12 BACKGROUND CHECKS
Construction Manager hereby agrees, warrants and assures that its services do not require its
employees or agents to have direct contact with school children or to come on or about school
3
property when children are present. Construction Manager acknowledges that if such contact or
presence is required for any reason, Construction Manager shall comply with all provisions of
Tennessee Code Annotated $ 49-5-413(d) for each employee who may have direct contact with
school children or who will come on or about school property when children are present.
Construction Manager shall ensure that all contracts for Work on the Project shall include
compliance with the statutory requirements described in this section.
12.13 IDENTIFICATION TAGS
Construction Manager shall ensure that contracts for Work on the Project require all construction
workers, whether contractor's own forces, or the forces of another contractor or subcontractors,
wear identification tags on the front of their persons during all times that they are on Owner's
property. Such identification tags shall have identification of the construction worker by number
or other identifying medium in a typeface large enough to be seen from a reasonable distance.
12.14 NO PERSONAL LIABILITY
No board member, administrator, official, agent or employee of Owner shall be personally liable
to Construction Manager or to any contractor, subcontractor or other person or entity, including
a third-party beneficiary, for any amount which may become due under the Agreement or on any
obligations under the terms of the Agreement.
12.15 CERTIFICATION REGARDING ISRAEL
By execution of the Agreement, Construction Manager certifies that its company is not currently
engaged in and will not for the duration of the contract engage in, a boycott of Israel.
Construction Manager shall ensure that all contracts for Work on the Project include compliance
with the statutory requirements described in this section.
12.16 OPEN RECORDS
Notwithstanding any other provision of the Contract Documents, the Parties acknowledge and
agree that Owner is subject to and will comply with the Tennessee Open Records Act, set out in
T.C.A. 10-7-503 et seq., including disclosure of the Contract Documents and any other
documents or records subject to release pursuant to the Tennessee Open Records Act.
Construction Manager shall ensure that all contracts for Work on the Project include the
provisions of this section.
12.17 MODIFICATION OF AGREEMENT
No change, alteration or modification of the Agreement shall be effective unless in writing and
signed by a duly authorized agent of the respective parties hereto.
4
12.18 CONTRACT REQUIREMENTS
Construction Manager hereby agrees, warrants and assures that its services shall not include any
construction Work on the Project and further, Construction Manager acknowledges that
Construction Manager must comply with all provisions required of contractors if such
construction work permitted by Tennessee state law becomes necessary. Construction Manager
shall ensure that bid documents inform potential contractors and subcontractors of all
requirements in sections 1-9 below and shall ensure that these provisions are included in the
contracts of all contractors and subcontractors who perform Work on the Project.
1. PREVAILING WAGE REQUIREMENT
(1) Minimum wages.
(i) All laborers and mechanics employed or working upon the site of the work
(or under the United States Housing Act of 1937 or under the Housing Act
of 1949 in the construction or development of the project), will be paid
unconditionally and not less often than once a week, and without
subsequent deduction or rebate on any account (except such payroll
deductions as are permitted by regulations issued by the Secretary of
Labor under the Copeland Act (29 CFR part 3)), the full amount of wages
and bona fide fringe benefits (or cash equivalents thereof) due at time of
payment computed at rates not less than those contained in the wage
determination of the Secretary of Labor which is attached hereto and
made a part hereof, regardless of any contractual relationship which may
be alleged to exist between the contractor and such laborers and
mechanics. Contributions made or costs reasonably anticipated for bona
fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf
of laborers or mechanics are considered wages paid to such laborers or
mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section;
also, regular contributions made or costs incurred for more than a weekly
period (but not less often than quarterly) under plans, funds, or programs
which cover the particular weekly period, are deemed to be constructively
made or incurred during such weekly period. Such laborers and mechanics
shall be paid the appropriate wage rate and fringe benefits on the wage
determination for the classification of work actually performed, without
regard to skill, except as provided in $ 5.5(a)(4). Laborers or mechanics
performing work in more than one classification may be compensated at
the rate specified for each classification for the time actually worked
therein: Provided, That the employer's payroll records accurately set forth
the time spent in each classification in which work is performed. The wage
determination (including any additional classification and wage rates
conformed under paragraph (a)(1)(ii) of this section) and the Davis-Bacon
5
poster (WH-1321) shall be posted at all times by the contractor and its
subcontractors at the site of the work in a prominent and accessible place
where it can be easily seen by the workers.
(ii)
(A) The contracting officer shall require that any class of laborers or
mechanics, including helpers, which is not listed in the wage
determination and which is to be employed under the contract shall be
classified in conformance with the wage determination. The
contracting officer shall approve an additional classification and wage
rate and fringe benefits therefore only when the following criteria have
been met:
(1) The work to be performed by the classification requested is not
performed by a classification in the wage determination; and
(2) The classification is utilized in the area by the construction industry;
and
(3) The proposed wage rate, including any bona fide fringe benefits,
bears a reasonable relationship to the wage rates contained in the
wage determination.
(B) If the contractor and the laborers and mechanics to be employed in the
classification (if known), or their representatives, and the contracting
officer agree on the classification and wage rate (including the amount
designated for fringe benefits where appropriate), a report of the
action taken shall be sent by the contracting officer to the
Administrator of the Wage and Hour Division, U.S. Department of
Labor, Washington, DC 20210. The Administrator, or an authorized
representative, will approve, modify, or disapprove every additional
classification action within 30 days of receipt and so advise the
contracting officer or will notify the contracting officer within the 30-
day period that additional time is necessary.
(C) In the event the contractor, the laborers or mechanics to be employed
in the classification or their representatives, and the contracting officer
do not agree on the proposed classification and wage rate (including
the amount designated for fringe benefits, where appropriate), the
contracting officer shall refer the questions, including the views of all
interested parties and the recommendation of the contracting officer,
to the Administrator for determination. The Administrator, or an
authorized representative, will issue a determination within 30 days of
6
receipt and so advise the contracting officer or will notify the
contracting officer within the 30-day period that additional time is
necessary.
(D) The wage rate (including fringe benefits where appropriate)
determined pursuant to paragraphs (a)(1)(ii) (B) or (C) of this section,
shall be paid to all workers performing work in the classification under
this contract from the first day on which work is performed in the
classification.
(iii) Whenever the minimum wage rate prescribed in the contract for a class of
laborers or mechanics includes a fringe benefit which is not expressed as
an hourly rate, the contractor shall either pay the benefit as stated in the
wage determination or shall pay another bona fide fringe benefit or an
hourly cash equivalent thereof.
(iv) If the contractor does not make payments to a trustee or other third
person, the contractor may consider as part of the wages of any laborer or
mechanic the amount of any costs reasonably anticipated in providing
bona fide fringe benefits under a plan or program, Provided, That the
Secretary of Labor has found, upon the written request of the contractor,
that the applicable standards of the Davis-Bacon Act have been met. The
Secretary of Labor may require the contractor to set aside in a separate
account assets for the meeting of obligations under the plan or program.
(2) Withholding. The Hickman County Schools Board of Education shall upon its
own action or upon written request of an authorized representative of the
Department of Labor withhold or cause to be withheld from the contractor
under this contract or any other Federal contract with the same prime
contractor, or any other federally-assisted contract subject to Davis-Bacon
prevailing wage requirements, which is held by the same prime contractor, so
much of the accrued payments or advances as may be considered necessary
to pay laborers and mechanics, including apprentices, trainees, and helpers,
employed by the contractor or any subcontractor the full amount of wages
required by the contract. In the event of failure to pay any laborer or
mechanic, including any apprentice, trainee, or helper, employed or working
on the site of the work (or under the United States Housing Act of 1937 or
under the Housing Act of 1949 in the construction or development of the
project), all or part of the wages required by the contract, the U.S. Department
of Education may, after written notice to the contractor, sponsor, applicant,
or owner, take such action as may be necessary to cause the suspension of any
further payment, advance, or guarantee of funds until such violations have
ceased.
7
(3) Payrolls and basic records.
(i) Payrolls and basic records relating thereto shall be maintained by the
contractor during the course of the work and preserved for a period of
three years thereafter for all laborers and mechanics working at the site of
the work (or under the United States Housing Act of 1937, or under the
Housing Act of 1949, in the construction or development of the project).
Such records shall contain the name, address, and social security number
of each such worker, his or her correct classification, hourly rates of wages
paid (including rates of contributions or costs anticipated for bona fide
fringe benefits or cash equivalents thereof of the types described in
section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of
hours worked, deductions made and actual wages paid. Whenever the
Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of
any laborer or mechanic include the amount of any costs reasonably
anticipated in providing benefits under a plan or program described in
section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain
records which show that the commitment to provide such benefits is
enforceable, that the plan or program is financially responsible, and that
the plan or program has been communicated in writing to the laborers or
mechanics affected, and records which show the costs anticipated or the
actual cost incurred in providing such benefits. Contractors employing
apprentices or trainees under approved programs shall maintain written
evidence of the registration of apprenticeship programs and certification
of trainee programs, the registration of the apprentices and trainees, and
the ratios and wage rates prescribed in the applicable programs.
(ii)
(A) The contractor shall submit weekly for each week in which any contract
work is performed a copy of all payrolls to the U.S. Department of
Education if the agency is a party to the contract, but if the agency is
not such a party, the contractor will submit the payrolls to the
applicant, sponsor, or owner, as the case may be, for transmission to
the U.S. Department of Education. The payrolls submitted shall set out
accurately and completely all of the information required to be
maintained under 29 CFR 5.5(a)(3)(i), except that full social security
numbers and home addresses shall not be included on weekly
transmittals. Instead the payrolls shall only need to include an
individually identifying number for each employee (e.g., the last four
digits of the employee's social security number). The required weekly
payroll information may be submitted in any form desired. Optional
8
Form WH-347 is available for this purpose from the Wage and Hour
Division
Web
site
at
http://www.dol.gov/esa/whd/forms/wh347instr.htm or its successor
site. The prime contractor is responsible for the submission of copies
of payrolls by all subcontractors. Contractors and subcontractors shall
maintain the full social security number and current address of each
covered worker, and shall provide them upon request to the U.S.
Department of Education if the agency is a party to the contract, but if
the agency is not such a party, the contractor will submit them to the
applicant, sponsor, or owner, as the case may be, for transmission to
the U.S. Department of Education, the contractor, or the Wage and
Hour Division of the Department of Labor for purposes of an
investigation or audit of compliance with prevailing wage
requirements. It is not a violation of this section for a prime contractor
to require a subcontractor to provide addresses and social security
numbers to the prime contractor for its own records, without weekly
submission to the sponsoring government agency (or the applicant,
sponsor, or owner).
(B) Each payroll submitted shall be accompanied by a "Statement of
Compliance," signed by the contractor or subcontractor or his or her
agent who pays or supervises the payment of the persons employed
under the contract and shall certify the following:
(1) That the payroll for the payroll period contains the information
required to be provided under § 5.5 (a)(3)(ii) of Regulations, 29 CFR
part 5, the appropriate information is being maintained under $ 5.5
(a)(3)(i) of Regulations, 29 CFR part 5, and that such information is
correct and complete;
(2) That each laborer or mechanic (including each helper, apprentice,
and trainee) employed on the contract during the payroll period
has been paid the full weekly wages earned, without rebate, either
directly or indirectly, and that no deductions have been made
either directly or indirectly from the full wages earned, other than
permissible deductions as set forth in Regulations, 29 CFR part 3;
(3) That each laborer or mechanic has been paid not less than the
applicable wage rates and fringe benefits or cash equivalents for
the classification of work performed, as specified in the applicable
wage determination incorporated into the contract.
9
(C) The weekly submission of a properly executed certification set forth on
the reverse side of Optional Form WH-347 shall satisfy the requirement
for submission of the "Statement of Compliance" required
by paragraph (a)(3)(ii)(B) of this section.
(D) The falsification of any of the above certifications may subject the
contractor or subcontractor to civil or criminal prosecution under
section 1001 of title 18 and section 231 of title 31 of the United States
Code.
(iii) The contractor or subcontractor shall make the records required
under paragraph (a)(3)(i) of this section available for inspection, copying,
or transcription by authorized representatives of the U.S. Department of
Education or the Department of Labor, and shall permit such
representatives to interview employees during working hours on the job.
If the contractor or subcontractor fails to submit the required records or
to make them available, the Federal agency may, after written notice to
the contractor, sponsor, applicant, or owner, take such action as may be
necessary to cause the suspension of any further payment, advance, or
guarantee of funds. Furthermore, failure to submit the required records
upon request or to make such records available may be grounds for
debarment action pursuant to 29 CFR 5.12.
(4) Apprentices and trainees -
(i) Apprentices. Apprentices will be permitted to work at less than the
predetermined rate for the work they performed when they are employed
pursuant to and individually registered in a bona fide apprenticeship
program registered with the U.S. Department of Labor, Employment and
Training Administration, Office of Apprenticeship Training, Employer and
Labor Services, or with a State Apprenticeship Agency recognized by the
Office, or if a person is employed in his or her first 90 days of probationary
employment as an apprentice in such an apprenticeship program, who is
not individually registered in the program, but who has been certified by
the Office of Apprenticeship Training, Employer and Labor Services or a
State Apprenticeship Agency (where appropriate) to be eligible for
probationary employment as an apprentice. The allowable ratio of
apprentices to journeymen on the job site in any craft classification shall
not be greater than the ratio permitted to the contractor as to the entire
work force under the registered program. Any worker listed on a payroll at
an apprentice wage rate, who is not registered or otherwise employed as
stated above, shall be paid not less than the applicable wage rate on the
wage determination for the classification of work actually performed. In
10
addition, any apprentice performing work on the job site in excess of the
ratio permitted under the registered program shall be paid not less than
the applicable wage rate on the wage determination for the work actually
performed. Where a contractor is performing construction on a project in
a locality other than that in which its program is registered, the ratios and
wage rates (expressed in percentages of the journeyman's hourly rate)
specified in the contractor's or subcontractor's registered program shall be
observed. Every apprentice must be paid at not less than the rate specified
in the registered program for the apprentice's level of progress, expressed
as a percentage of the journeymen hourly rate specified in the applicable
wage determination. Apprentices shall be paid fringe benefits in
accordance with the provisions of the apprenticeship program. If the
apprenticeship program does not specify fringe benefits, apprentices must
be paid the full amount of fringe benefits listed on the wage determination
for the applicable classification. If the Administrator determines that a
different practice prevails for the applicable apprentice classification,
fringes shall be paid in accordance with that determination. In the event
the Office of Apprenticeship Training, Employer and Labor Services, or a
State Apprenticeship Agency recognized by the Office, withdraws approval
of an apprenticeship program, the contractor will no longer be permitted
to utilize apprentices at less than the applicable predetermined rate for
the work performed until an acceptable program is approved.
(ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted
to work at less than the predetermined rate for the work performed unless
they are employed pursuant to and individually registered in a program
which has received prior approval, evidenced by formal certification by the
U.S. Department of Labor, Employment and Training Administration. The
ratio of trainees to journeymen on the job site shall not be greater than
permitted under the plan approved by the Employment and Training
Administration. Every trainee must be paid at not less than the rate
specified in the approved program for the trainee's level of progress,
expressed as a percentage of the journeyman hourly rate specified in the
applicable wage determination. Trainees shall be paid fringe benefits in
accordance with the provisions of the trainee program. If the trainee
program does not mention fringe benefits, trainees shall be paid the full
amount of fringe benefits listed on the wage determination unless the
Administrator of the Wage and Hour Division determines that there is an
apprenticeship program associated with the corresponding journeyman
wage rate on the wage determination which provides for less than full
fringe benefits for apprentices. Any employee listed on the payroll at a
11
trainee rate who is not registered and participating in a training plan
approved by the Employment and Training Administration shall be paid not
less than the applicable wage rate on the wage determination for the
classification of work actually performed. In addition, any trainee
performing work on the job site in excess of the ratio permitted under the
registered program shall be paid not less than the applicable wage rate on
the wage determination for the work actually performed. In the event the
Employment and Training Administration withdraws approval of a training
program, the contractor will no longer be permitted to utilize trainees at
less than the applicable predetermined rate for the work performed until
an acceptable program is approved.
(iii) Equal employment opportunity. The utilization of apprentices, trainees
and journeymen under this part shall be in conformity with the equal
employment opportunity requirements of Executive Order 11246, as
amended, and 29 CFR part 30.
(5) Compliance with Copeland Act requirements. The contractor shall comply with
the requirements of 29 CFR part 3, which are incorporated by reference in this
contract.
(6) Subcontracts. The contractor or subcontractor shall insert in any subcontracts
the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses
as the U.S. Department of Education may by appropriate instructions require,
and also a clause requiring the subcontractors to include these clauses in any
lower tier subcontracts. The prime contractor shall be responsible for the
compliance by any subcontractor or lower tier subcontractor with all the
contract clauses in 29 CFR 5.5.
(7) Contract termination: debarment. A breach of the contract clauses in 29 CFR
5.5 may be grounds for termination of the contract, and for debarment as a
contractor and a subcontractor as provided in 29 CFR 5.12.
(8) Compliance with Davis-Bacon and Related Act requirements. All rulings and
interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts
1, 3, and 5 are herein incorporated by reference in this contract.
(9) Disputes concerning labor standards. Disputes arising out of the labor
standards provisions of this contract shall not be subject to the general
disputes clause of this contract. Such disputes shall be resolved in accordance
with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6,
and 7. Disputes within the meaning of this clause include disputes between
the contractor (or any of its subcontractors) and the contracting agency, the
U.S. Department of Labor, or the employees or their representatives.
12
(10) Certification of eligibility.
(i) By entering into this contract, the contractor certifies that neither it (nor
he or she) nor any person or firm who has an interest in the contractor's
firm is a person or firm ineligible to be awarded Government contracts
by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1).
(ii) No part of this contract shall be subcontracted to any person or firm
ineligible for award of a Government contract by virtue of section 3(a) of
the Davis-Bacon Act or 29 CFR 5.12(a)(1).
(iii) The penalty for making false statements is prescribed in the U.S. Criminal
Code, 18 U.S.C. 1001.
2. WORK HOURS AND OVERTIME REQUIREMENT
(1) Overtime requirements. No contractor or subcontractor contracting for any
part of the contract work which may require or involve the employment of
laborers or mechanics shall require or permit any such laborer or mechanic in
any workweek in which he or she is employed on such work to work in excess
of forty hours in such workweek unless such laborer or mechanic receives
compensation at a rate not less than one and one-half times the basic rate of
pay for all hours worked in excess of forty hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any
violation of the clause set forth in paragraph (b)(1) of this section the
contractor and any subcontractor responsible therefor shall be liable for the
unpaid wages. In addition, such contractor and subcontractor shall be liable to
the United States (in the case of work done under contract for the District of
Columbia or a territory, to such District or to such territory), for liquidated
damages. Such liquidated damages shall be computed with respect to each
individual laborer or mechanic, including watchmen and guards, employed in
violation of the clause set forth in paragraph (b)(1) of this section, in the sum
of $27 for each calendar day on which such individual was required or
permitted to work in excess of the standard workweek of forty hours without
payment of the overtime wages required by the clause set forth in paragraph
(b)(1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The Hickman County
Schools Board of Education shall upon its own action or upon written request
of an authorized representative of the Department of Labor withhold or cause
to be withheld, from any moneys payable on account of work performed by
the contractor or subcontractor under any such contract or any other Federal
contract with the same prime contractor, or any other federally-assisted
13
contract subject to the Contract Work Hours and Safety Standards Act, which
is held by the same prime contractor, such sums as may be determined to be
necessary to satisfy any liabilities of such contractor or subcontractor for
unpaid wages and liquidated damages as provided in the clause set forth
in paragraph (b)(2) of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts
the clauses set forth in paragraph (b)(1) through (4) of this section and also a
clause requiring the subcontractors to include these clauses in any lower tier
subcontracts. The prime contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth
in paragraphs (b)(1) through (4) of this section.
3. EQUAL EMPLOYMENT OPPORTUNITY.
During the performance of this contract, the contractor agrees as follows:
(1) The Construction Manager, if applicable, and all contractors and
subcontractors will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, sexual orientation, gender
identity, or national origin. The Construction Manager, contractors and
subcontractors will take affirmative action to ensure that applicants are
employed, and that employees are treated during employment, without
regard to their race, color, religion, sex, sexual orientation, gender identity, or
national origin. Such action shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer, recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The
Construction Manager, contractors and subcontractors will post in
conspicuous places, available to employees and applicants for employment,
notices to be provided by the contracting officer setting forth the provisions
of this nondiscrimination clause.
(2) The Construction Manager, if applicable, and all contractors and
subcontractors will, in all solicitations or advertisements for employees placed
by or on behalf of the contractor, state that all qualified applicants will receive
consideration for employment without regard to race, color, religion, sex,
sexual orientation, gender identity, or national origin.
(3) The Construction Manager, if applicable, and all contractors and
subcontractors will not discharge or in any other manner discriminate against
any employee or applicant for employment because such employee or
applicant has inquired about, discussed, or disclosed the compensation of the
employee or applicant or another employee or applicant. This provision shall
14
not apply to instances in which an employee who has access to the
compensation information of other employees or applicants as a part of such
employee's essential job functions discloses the compensation of such other
employees or applicants to individuals who do not otherwise have access to
such information, unless such disclosure is in response to a formal complaint
or charge, in furtherance of an investigation, proceeding, hearing, or action,
including an investigation conducted by the employer, or is consistent with the
Construction Manager's, contractors' and subcontractors' legal duty to furnish
information.
(4) The Construction Manager, if applicable, and all contractors and
subcontractors will send to each labor union or representative of workers with
which it has a collective bargaining agreement or other contract or
understanding, a notice to be provided by the agency contracting officer,
advising the labor union or workers' representative of the Construction
Manager's, contractors' and subcontractors' commitments under section 202
of Executive Order 11246 of September 24, 1965, and shall post copies of the
notice in conspicuous places available to employees and applicants for
employment.
(5) The Construction Manager, if applicable, and all contractors and
subcontractors will comply with all provisions of Executive Order 11246 of
September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor.
(6) The Construction Manager, if applicable, and all contractors and
subcontractors will furnish all information and reports required by Executive
Order 11246 of September 24, 1965, and by the rules, regulations, and orders
of the Secretary of Labor, or pursuant thereto, and will permit access to his
books, records, and accounts by the contracting agency and the Secretary of
Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
(7) In the event of the Construction Manager's, if applicable, and any contractors'
and a subcontractors' non-compliance with the nondiscrimination clauses of
this contract or with any of such rules, regulations, or orders, this contract may
be canceled, terminated or suspended in whole or in part and the Construction
Manager, contractors and subcontractors may be declared ineligible for
further Government contracts in accordance with procedures authorized in
Executive Order 11246 of September 24, 1965, and such other sanctions may
be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor,
or as otherwise provided by law.
15
(8) The Construction Manager, if applicable, and all contractors and
subcontractors will include the provisions of paragraphs (1) through (8) in
every subcontract or purchase order unless exempted by rules, regulations, or
orders of the Secretary of Labor issued pursuant to section 204 of Executive
Order 11246 of September 24, 1965, so that such provisions will be binding
upon each subcontractor or vendor. The Construction Manager, contractors
and subcontractors will take such action with respect to any subcontract or
purchase order as may be directed by the Secretary of Labor as a means of
enforcing such provisions including sanctions for noncompliance: Provided,
however, that in the event the Construction Manager, contractors and
subcontractors becomes involved in, or is threatened with, litigation with a
subcontractor or vendor as a result of such direction, the Construction
Manager, contractors and subcontractors may request the United States to
enter into such litigation to protect the interests of the United States.
4. ENVIRONMENTAL PROTECTION
The Construction Manager, if applicable, and all contractors and subcontractors
will comply with the Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water
Pollution Control Act (33 U.S.C. 1251-1387), as amended, and with all applicable
standards, orders or regulations issued pursuant thereto. The Construction
Manager, contractors and subcontractors will bind subcontractors and vendors
to the same requirements.
5. DEBARMENT AND SUSPENSION
The Construction Manager, if applicable, and all contractors and subcontractors
agree that neither they nor their subcontractors and vendors are listed on the
governmentwide exclusions in the System for Award Management (SAM), in
accordance with the OMB guidelines at 2 CFR 180 that implement Executive
Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp.,
p. 235), "Debarment and Suspension."
6. BYRD ANTI-LOBBYING AMENDMENT
Construction Manager, if applicable, and all contractors and subcontractors will
file the certifications, including any lower tier disclosures, that are required by 31
U.S.C. 1252 that it will not and has not used Federal appropriated funds to pay any
person or organization for influencing or attempting to influence an officer or
employee of any agency, a member of Congress, officer or employee of Congress,
or an employee of a member of Congress in connection with obtaining any Federal
contract, grant or any other award covered by 31 U.S.C. 1352.
16
7. PROCUREMENT OF RECOVERED MATERIALS
Construction Manager, if applicable, and all contractors and subcontractors will
comply with section 6002 of the Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act, by, but not limited to, procuring only
items designated in guidelines of the Environmental Protection Agency (EPA) at
40 CFR part 247 that contain the highest percentage of recovered materials
practicable, consistent with maintaining a satisfactory level of competition, where
the purchase price of the item exceeds $10,000 or the value of the quantity
acquired during the preceding fiscal year exceeded $10,000; procuring solid waste
management services in a manner that maximizes energy and resource recovery;
and establishing an affirmative procurement program for procurement of
recovered materials identified in the EPA guidelines.
8. DOMESTIC PREFERENCES FOR PROCUREMENTS
As appropriate and to the extent consistent with law, the Construction Manager,
if applicable, and all contractors and subcontractors will exercise a preference for
the purchase, acquisition, or use of goods, products, or materials produced in the
United States (including but not limited to iron, aluminum, steel, cement, and
other manufactured products), and will include this requirement in all
subcontracts and purchase orders for work or products.
9. PROHIBITION ON TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES
OR EQUIPMENT
Construction Manager, if applicable, and all contractors and subcontractors will
not procure or obtain telecommunications or video surveillance equipment,
services, or systems that use telecommunications equipment or services
prohibited by 2 C.F.R. 200.216.
17

## Table 1

| AGREEMENT made as of the day of in the year TWO |  |
| --- | --- |
| THOUSAND TWENTY-TWO | ADDITIONS AND DELETIONS: |
| (In words, indicate day, month and year.) | The author of this document has added information needed for its |
| BETWEEN the Owner: | completion. The author may also |
| (Name, legal status, address, and other information) | have revised the text of the original AIA standard form. An Additions and |
| HICKMAN COUNTY SCHOOLS 114 NORTH CENTRAL AVENUE SUITE 203 CENTERVILLE, TN 37033 | Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this |
| and the Construction Manager: (Name, legal status, address, and other information) | document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. |
| CODELL CONSTRUCTION COMPANY 4475 ROCKWELL ROAD WINCHESTER, KY 40391 | This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. |
| for the following Project: (Name, location, and detailed description) HICKMAN COUNTY SCHOOLS CENTERVILLE, TN 37033 EAST HICKMAN CAMPUS, CENTERVILLE ELEMENTARY SCHOOL, HICKMAN COUNTY MIDDLE SCHOOL The Architect: (Name, legal status, address, and other information) LYLE.COOK.MARTIN ARCHITECTS 310 FRANKLIN STREET CLARKSVILLE TN 37040 | This document is intended to be used in conjunction with AIA Documents A132TM-2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition; A232TM-2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition; and B132TM-2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition. AIA Document A232TM-2019 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. |

## Table 2

| 1 | INITIAL INFORMATION |
| --- | --- |
| 2 | CONSTRUCTION MANAGER'S RESPONSIBILITIES |
| 3 | SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES |
| 4 | SUPPLEMENTAL AND ADDITIONAL SERVICES |
| 5 | OWNER'S RESPONSIBILITIES |
| 6 | COST OF THE WORK |
| 7 | COPYRIGHTS AND LICENSES |
| 8 | CLAIMS AND DISPUTES |
| 9 | TERMINATION OR SUSPENSION |
| 10 | MISCELLANEOUS PROVISIONS |
| 11 | COMPENSATION |
| 12 | SPECIAL TERMS AND CONDITIONS |
| 13 | SCOPE OF THE AGREEMENT |

## Table 3

|  | .2 | Construction commencement date: |
| --- | --- | --- |
|  |  | TBD |
|  | .3 | Substantial Completion date or dates: |
|  |  | ESSER II PROJECTS MUST BE COMPLETED BY OR BEFORE JUNE 30, 2023 ARP ESSER III PROJECTS MUST BE COMPLETED BY OR BEFORE JUNE 30, 2024 |
|  | .4 | Other milestone dates: |
|  |  | TBD |

## Table 4

|  | .1 | Land Surveyor: |
| --- | --- | --- |
|  |  | TBD |
|  | .2 | Geotechnical Engineer: |
|  |  | TBD |
|  | .3 | Civil Engineer: |
|  |  | TBD |
|  | .4 | Contractors, as defined in Section 1.4: |
|  |  | TBD |
|  | .5 | Separate Contractors, as defined in Section 1.4: |
|  |  | TBD |
|  | .6 | Other, if any: (List any other consultants retained by the Owner.) |
|  |  | TBD |

## Table 5

|  | § 2.4 The Construction Manager shall coordinate its services with those services provided by the Owner, the Architect, the Contractors, and the Owner's other consultants and Separate Contractors. The Construction Manager shall be entitled to rely on, and shall not be responsible for, the accuracy and completeness of services and information furnished by the Owner, the Architect, and the Owner's other consultants and Separate Contractors. The Construction Manager shall provide prompt written notice to the Owner if the Construction Manager becomes aware of any error, omission, or inconsistency in such services or information. |
| --- | --- |
|  | § 2.5 The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. |
|  | § 2.6 The Construction Manager, as soon as practicable after execution of the Agreement, shall notify the Owner in writing of the names and qualifications of its proposed key staff members. Within 14 days of receipt of the names and qualifications of the Construction Manager's proposed key staff members, the Owner may reply to the Construction Manager in writing, stating (1) whether the Owner has reasonable objection to a proposed key staff member or (2) that the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. The Construction Manager shall not staff any employees on the Project to whom the Owner has made reasonable and timely objection. The Construction Manager shall not change its key staff members without the Owner's consent, which shall not be unreasonably withheld or delayed. |
|  | § 2.7 Except with the Owner's knowledge and consent, the Construction Manager shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Construction Manager's judgment with respect to this Project. |
|  | § 2.8 The Construction Manager shall maintain the following insurance until termination of this Agreement. If any of the requirements set forth below are in addition to the types and limits the Construction Manager normally maintains, the Owner shall pay the Construction Manager as set forth in section 11.7. |
|  | § 2.8.1 Commercial General Liability with policy limits of not less than ONE MILLION DOLLARS 1,000,000.00 ) for each occurrence and TWO MILLION DOLLARS AND NO CENTS 2,000,000.00 ) in the aggregate for bodily injury and property damage. |
|  | § 2.8.2 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Construction Manager with policy limits of not less than ONE MILLION DOLLARS AND NO CENTS ($ 1,000,000.00 ) per accident for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage. |
|  | § 2.8.3 The Construction Manager may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 2.8.1 and 2.8.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. |
|  | § 2.8.4 Workers' Compensation at statutory limits and Employers Liability with policy limits not less than ONE MILLION DOLLARS AND NO CENTS ($ 1,000,000.00 ) each accident, ONE MILLION DOLLARS AND NO CENTS ($ 1,000,000.00 ) each employee, and ONE MILLION DOLLARS AND NO CENTS ($ 1,000,000.00 ) policy limit. |
|  | § 2.8.5 Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than TWO MILLION DOLLARS AND NO CENTS ($ 2,000,000.00 ) per claim and TWO MILLION DOLLARS AND NO CENTS 2,000,000.00 ) in the aggregate. |
|  | § 2.8.6 Additional Insured Obligations. To the fullest extent permitted by law, the Construction Manager shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Construction Manager's negligent acts or omissions. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply to both ongoing and completed operations. |
|  | AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. |

## Table 6

|  | the requirements in this Section 2.8. |
| --- | --- |
|  | § 2.9 The Construction Manager shall assist the Owner, Architect, and other Project participants in establishing building information modeling and digital data protocols for the Project using AIA Document E203TM-2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. |
|  | § 2.10 A centralized electronic document management system will be used on the Project, and the Construction Manager shall be designated the Responsible Project Participant, responsible for managing and maintaining the centralized electronic document management system. |
|  | § 2.11 The Construction Manager shall retain all Project related documents and information it receives, and the Owner and Architect shall have access to the documents and information. The Construction Manager shall transmit the documents and information to the Owner at final completion. |
|  | ARTICLE 3 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES |
|  | § 3.1 Definition The Construction Manager's Basic Services consist of those described in this Article 3, and include usual and customary Preconstruction and Construction Phase Services. Services not set forth in this Article 3 are Supplemental or Additional Services. The Owner, Construction Manager, and Contractors 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. |
|  | § 3.2 Preconstruction Phase § 3.2.1 The Construction Manager shall review the program furnished by the Owner and any evaluation of the Owner's program provided by the Architect, to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner and Architect. |
|  | § 3.2.2 The Construction Manager shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other. |
|  | § 3.2.3 The Construction Manager shall prepare, and deliver to the Owner, for the Owner's approval, a written Construction Management Plan that includes, at a minimum, the following: (1) preliminary evaluations required in Section 3.2.2, (2) a Project schedule, (3) cost estimates, (4) recommendations for Project delivery method, and (5) Contractors' scopes of Work. The Construction Manager shall periodically update the Construction Management Plan, for the Owner's approval, over the course of the Project. |
|  | § 3.2.4 The Construction Manager shall prepare and periodically update the Project schedule included in the Construction Management Plan 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 highlight items that affect the Project's timely completion. |
|  | § 3.2.5 The Construction Manager shall update the Project schedule to include the components of the Work, including phasing of construction, times of commencement and completion required of each Contractor, ordering and delivery of products, including those that must be ordered in advance of construction, obtaining the required reviews and approvals of authorities having jurisdiction over the Project, and the occupancy requirements of the Owner. |
|  | § 3.2.6 Based on the preliminary design and information prepared or provided by the Architect and other Owner consultants, the Construction Manager shall prepare, for the Architect's review and Owner's approval, preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume or similar conceptual |
|  | AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American |

## Table 7

|  | § 3.3.12.3 The Construction Manager's certification for payment shall constitute a representation to the Owner, based on the Construction Manager's evaluations of the Work and on the data comprising the Contractors' Applications for Payment, that, to the best of the Construction Manager's knowledge, information and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and the Contractors are entitled to payment in the amount certified. The foregoing representations are subject to (1) an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion; (2) results of subsequent tests and inspections; (3) correction of minor deviations from the Contract Documents prior to completion; and (4) specific qualifications expressed by the Construction Manager. The issuance of a Certificate for Payment shall further constitute a recommendation to the Architect and Owner that the Contractor be paid the amount certified. |
| --- | --- |
|  | § 3.3.12.4 The certification of an Application for Payment or a Project Application for Payment by the Construction Manager shall not be a representation that the Construction Manager has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, procedures, or sequences for a Contractor's own Work; (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate each Contractor's right to payment; or (4) ascertained how or for what purpose that Contractor has used money previously paid on account of the Contract Sum. |
|  | § 3.3.13 The Construction Manager shall obtain and review the safety programs developed by each Contractor solely and exclusively for purposes of coordinating the safety programs with those of the other Contractors and for making recommendations for any additional safety measures to be considered in the Work of the Contractors. The Construction Manager's responsibilities for coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contractors, Subcontractors, agents or employees of the Contractors or Subcontractors, or any other persons performing portions of the Work and not directly employed by the Construction Manager. |
|  | § 3.3.14 The Construction Manager shall determine in general that the Work of each Contractor is being performed in accordance with the requirements of the Contract Documents and notify the Owner, Contractor and Architect of defects and deficiencies in the Work. The Construction Manager shall have the authority to reject Work that does not conform to the Contract Documents and shall notify the Architect about the rejection. The failure of the Construction Manager to reject Work shall not constitute acceptance of the Work. The Construction Manager shall record any rejection of Work in its daily log and include information regarding the rejected Work in its progress reports to the Architect and Owner pursuant to Section 3.3.22.1. Upon written authorization from the Owner, the Construction Manager may require and make arrangements for additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not the Work is fabricated, installed or completed, and the Construction Manager shall give timely notice to the Architect of when and where the tests and inspections are to be made so that the Architect may be present for such procedures. |
|  | § 3.3.15 The Construction Manager shall advise and consult with the Owner and Architect during the performance of its Construction Phase Services. The Construction Manager shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Construction Manager shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work of each of the Contractors, since these are solely the Contractor's rights and responsibilities under the Contract Documents. The Construction Manager shall not be responsible for a Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Construction Manager shall be responsible for the Construction Manager's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractors, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. |
|  | § 3.3.16 The Construction Manager shall transmit to the Architect requests for interpretations, and requests for information of the meaning and intent of the Drawings and Specifications, and provide its written recommendation. The Construction Manager shall assist in the resolution of questions that may arise. |
|  | § 3.3.17 The Construction Manager shall review requests for changes, assist in negotiating Contractors' proposals, submit recommendations to the Architect and Owner, and, if the proposed changes are accepted or required by the Owner, prepare Change Orders or Construction Change Directives that incorporate the Architect's modifications to the Contract Documents. |
|  | AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time |

## Table 8

|  | § 3.3.22 Utilizing the documents provided by the Contractors, the Construction Manager shall make available, at the Project site, the Contract Documents, including Change Orders, Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be in electronic form or paper copy, available to the Owner, Architect, and Contractors. Upon completion of the Project, the Construction Manager shall deliver them to the Owner. |
| --- | --- |
|  | § 3.3.23 The Construction Manager shall arrange for the delivery, storage, protection and security of Owner-purchased materials, systems and equipment that are a part of the Project until such items are incorporated into the Work. |
|  | § 3.3.24 With the Owner's maintenance personnel, the Construction Manager shall observe the Contractors' final testing and start-up of utilities, operational systems and equipment and observe any commissioning as the Contract Documents may require. |
|  | § 3.3.25 When the Construction Manager considers each Contractor's Work or a designated portion thereof substantially complete, the Construction Manager shall, jointly with that Contractor, prepare for the Architect a list of incomplete or unsatisfactory items and a schedule for their completion. The Construction Manager shall assist the Architect in conducting inspections to determine whether the Work or designated portion thereof is substantially complete. |
|  | § 3.3.26 When the Work of all of the Contractors, or designated portion thereof, is substantially complete, the Construction Manager shall prepare, and the Construction Manager and Architect shall execute, a Certificate of Substantial Completion. The Construction Manager shall submit the executed Certificate to the Owner and Contractors. The Construction Manager shall coordinate the correction and completion of the Work. Following issuance of a Certificate of Substantial Completion of the Work or a designated portion thereof, the Construction Manager shall perform an inspection to confirm the completion of the Work of the Contractors and make recommendations to the Architect when the Work of all of the Contractors is ready for final inspection. The Construction Manager shall assist the Architect in conducting the final inspection. |
|  | [X] § 3.3.27 The Construction Manager shall forward to the Owner, with a copy to the Architect, the following information received from the Contractors: (1) certificates of insurance ; (2) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (3) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens; and (4) any other documentation required of the Contractors under the Contract Documents, including warranties and similar submittals. |
|  | § 3.3.28 The Construction Manager shall coordinate receipt, and delivery to the Owner, of other items provided by the Contractors, such as keys, manuals, and record drawings. The Construction Manager shall forward to the Architect a final Project Application for Payment and Project Certificate for Payment, or a final Application for Payment and final Certificate for Payment, upon the Contractors' compliance with the requirements of the Contract Documents. |
|  | § 3.3.29 Duties, responsibilities and limitations of authority of the Construction Manager as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Construction Manager, Architect, and Contractors. Consent shall not be unreasonably withheld. |
|  | § 3.3.30 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Construction Manager shall, without additional compensation, conduct a meeting with the Owner and Architect to review the facility operations and performance. |
|  | ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES § 4.1 Supplemental Services |
|  | § 4.1.1 The services listed below are not included in Basic Services but may be required for the Project. The Construction Manager shall provide the listed Supplemental Services only if specifically designated in the table below as the Construction Manager's responsibility, and the Owner shall compensate the Construction Manager as provided |
| Init. / | AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 16:10:31 ET on 07/05/2022 under Order No.2114238182 which expires on 09/20/2022, is not for resale, is licensed for one-time only, and be used in accordance with the AIA Contract Documents Terms of Service. To violations, e-mail |

## Table 9

| Supplemental Services | Responsibility (Construction Manager, Owner or not provided) |
| --- | --- |
| § 4.1.1.1 Measured drawings | N/A |
| § 4.1.1.2 Tenant-related services | N/A |
| § 4.1.1.3 Commissioning | N/A |
| § 4.1.1.4 Development of a commissioning plan | N/A |
| § 4.1.1.5 Sustainable Project Services pursuant to Section 4.1.3 | N/A |
| § 4.1.1.6 Furniture, furnishings and equipment delivery, and installation coordination | N/A |
| § 4.1.1.7 Furniture, furnishings and equipment procurement assistance | N/A |
| § 4.1.1.8 Assistance with site selection | N/A |
| § 4.1.1.9 Assistance with selection of the Architect | N/A |
| § 4.1.1.10 Furnish land survey | N/A |
| § 4.1.1.11 Furnish geotechnical engineering services | N/A |
| § 4.1.1.12 Provide insurance advice | N/A |
| § 4.1.1.13 Provide supplemental Project risk analysis and mitigation strategies | N/A |
| § 4.1.1.14 Stakeholder relationships management | N/A |
| § 4.1.1.15 Owner moving coordination | N/A |
| § 4.1.1.16 Coordination of Owner's Separate Contractors | N/A |
| § 4.1.1.17 Other Supplemental Services | N/A |
|  |  |

## Table 10

| [ ] | Arbitration pursuant to Section 8.3 of this Agreement |
| --- | --- |
| [X] [ ] | Litigation in a court of competent jurisdiction in the State of Tennessee, County of Hickman |
| [ ] | Other: (Specify) |

## Table 11

|  |  |
| --- | --- |
|  | ARTICLE 9 TERMINATION OR SUSPENSION |
|  | § 9.1 If the Owner fails to make payments to the Construction Manager in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Construction Manager's option, cause for suspension of performance of services under this Agreement. If the Construction Manager elects to suspend services, the Construction Manager shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the Construction Manager shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Owner shall pay the Construction Manager all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Construction Manager's services. The Construction Manager's fees for the remaining services and the time schedules shall be equitably adjusted. |
|  | § 9.2 If the Owner suspends the Project, the Construction Manager shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Construction Manager shall be compensated for expenses incurred in the interruption and resumption of the Construction Manager's services. The Construction Manager's fees for the remaining services and the time schedules shall be equitably adjusted. |
|  | § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Construction Manager, the Construction Manager may terminate this Agreement by giving not less than seven days' written notice. |
|  | § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. |
|  | § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Construction Manager for the Owner's convenience and without cause. |
|  | § 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Construction Manager terminates this Agreement pursuant to Section 9.3, the Owner shall compensate the Construction Manager for services performed prior to termination, Reimbursable Expenses incurred, and costs attributable to termination, including the costs attributable to the Construction Manager's termination of consultant agreements. |
|  | § 9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Construction Manager terminates this Agreement pursuant to Section 9.3, the Owner shall pay to the Construction Manager the following termination fee: (Set forth below the amount of any termination fee, or the method for determining any termination fee.) |
|  | § 9.8 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of Substantial Completion. |
|  | ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that jurisdiction's choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. |
|  | § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A232-2019, General Conditions of the Contract for Construction, except for purposes of this Agreement, the term "Work" shall include the work of all Contractors under the administration of the Construction Manager and the Architect. |
|  | AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American of Architects," "AIA," the AIA and "AIA Contract Documents" are trademarks and not be used without This document |

## Table 12

|  | § Manager, respectively, themselves, agents, successors, assigns, legal representatives to this Agreement. Neither the Owner nor the Construction Manager shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement, including any payments due to the Construction Manager by the Owner prior to the assignment. |
| --- | --- |
|  | § 10.4 If the Owner requests the Construction Manager to execute certificates, the proposed language of such certificates shall be submitted to the Construction Manager for review at least 14 days prior to the requested dates of execution. If the Owner requests the Construction Manager to execute consents reasonably required to facilitate assignment to a lender, the Construction Manager shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Construction Manager for review at least 14 days prior to execution. The Construction Manager shall not be required to execute certificates or consents that would require knowledge, services, or responsibilities beyond the scope of this Agreement. |
|  | § 10.5 Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Owner or Construction Manager. |
|  | § 10.6 Unless otherwise required in this Agreement, the Construction Manager shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. |
|  | § 10.7 The Construction Manager shall have the right to include photographic or artistic representations of the design of the Project among the Construction Manager's promotional and professional materials. The Construction Manager shall provide professional credit for the Architect and the Contractors in the Construction Manager's promotional materials for the Project. The Construction Manager shall be given reasonable access to the completed Project to make such representations. However, the Construction Manager's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Construction Manager in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Construction Manager in the Owner's promotional materials for the Project. This Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4. |
|  | § 10.8 If the Construction Manager or Owner receives information specifically designated as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except as set forth in Section 10.8.1. This Section 10.8 shall survive the termination of this Agreement. |
|  | § 10.8.1 The receiving party may disclose "confidential" or "business proprietary" information after 7 days' notice to the other party, when required by law, arbitrator's order, or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or to the extent such information is reasonably necessary for the receiving party to defend itself in any dispute. The receiving party may also disclose such information to its employees, consultants, or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of such information as set forth in this Section 10.8. |
|  | § 10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to the parties' intentions and purposes in executing the Agreement. |
|  | ARTICLE 11 COMPENSATION § 11.1 For the Construction Manager's Basic Services described under Article 3, the Owner shall compensate the Construction Manager as follows: |
|  | § 11.1.1 For Preconstruction Phase Services in Section 3.2: (Insert amount of, or basis for, compensation, including stipulated sums, multiples or percentages.) |
|  | AIA Document C132™ - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American |

## Table 13

|  |  | and Conditions. |
| --- | --- | --- |
|  |  | § 11.1.2 For Construction Phase Services in Section 3.3: (Insert amount of, or basis for, compensation, including stipulated sums, multiples or percentages.) |
|  |  | Two Hundred Forty Thousand Dollars and No Cents ($240,000.00) (Six Percent (6%) of the Current Construction Budget) to be separated as follows: |
|  |  | Line Item 1 -One Hundred Thirty-Nine Thousand, Five Hundred Dollars and No Cents ($139,500.00) to be paid in equal monthly payments to cover On-Site Services cost |
|  |  | Line Item 2 -One Hundred Thousand, Five Hundred Dollars and No Cents ($100,500.00) to be billed by percentage of completion of work. |
|  |  | § 11.2 |
|  |  | § 11.3 |
|  |  | § 11.4 |
|  |  | § 11.5 |
|  |  | Employee or Category Rate ($0.00) |
|  |  | § 11.6 Compensation for Reimbursable Expenses (Paragraphs deleted) |
|  |  | § 11.6.1. |
|  |  | § 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Construction Manager and the Construction Manager's consultants plus NA percent ( NA %) of the expenses incurred. |
|  |  | § 11.7 Construction Manager's Insurance. If the types and limits of coverage required in Section 2.8 are in addition to the types and limits the Construction Manager normally maintains, the Owner shall pay the Construction Manager for the additional costs incurred by the Construction Manager for the additional coverages as set forth below. (Insert the additional coverages the Construction Manager is required to obtain in order to satisfy the requirements set forth in Section 2.8, and for which the Owner shall reimburse the Construction Manager.) |
|  |  | § 11.8 Payments to the Construction Manager |
|  |  | § 11.8.1 Initial Payment |
|  |  | § 11.8.1.1 An initial payment of ZERO DOLLARS AND ZERO CENTS ($ 0.00 ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. |
|  |  | § 11.8.2 Progress Payments |
|  |  | § 11.8.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid thirty (30 |
|  | Init. | AIA Document C132TM - 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was |

## Table 14

|  |  | ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. (Insert rate of monthly or annual interest agreed upon.) |
| --- | --- | --- |
|  |  | % Current Percentage Rate per the Tennessee Prompt Payment Act |
|  |  | § 11.8.2.2 The Owner shall not withhold amounts from the Construction Manager's compensation to impose a penalty or liquidated damages on the Construction Manager, or to offset sums requested by or paid to Contractors for the cost of changes in the Work, unless the Construction Manager agrees or has been found liable for the amounts in a binding dispute resolution proceeding. |
|  |  | § 11.8.2.3 Records of Reimbursable Expenses, expenses pertaining to Supplemental and Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. |
|  |  | ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: (Include other terms and conditions applicable to this Agreement.) |
|  |  | n/a |
|  |  | ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and Construction Manager. |
|  |  | § 13.2 This Agreement is comprised of the following documents identified below: .1 AIA Document C132ᵀM-2019, Standard Form Agreement Between Owner and Construction Manager as Adviser |
|  |  | .2 |
|  |  | .3 Exhibits: (Check the appropriate box for any exhibits incorporated into this Agreement.) |
|  |  | [ ] AIA Document E235TM-2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, dated as indicated below: (Insert the date of the E235-2019 incorporated into this agreement.) |
|  |  | [ ] Other Exhibits incorporated into this Agreement: (Clearly identify any other exhibits incorporated into this Agreement, including any exhibits identified in Section 4.1.2.) |
|  |  | .4 Other documents: (List other documents, if any, forming part of the Agreement.) |
|  |  | Owner's Article 12 Special Terms and Conditions |

## Table 15

| OWNER (Signature) | CONSTRUCTION MANAGER (Signature) |
| --- | --- |
| (Printed name and title) | (Printed name and title) |

## Table 16

| § 4.1.1.1 | Measured drawings | N/A |
| --- | --- | --- |
| § 4.1.1.2 | Tenant-related services | N/A |
| § 4.1.1.3 | Commissioning | N/A |
| § 4.1.1.4 | Development of a commissioning plan | N/A |
| § 4.1.1.5 | Sustainable Project Services pursuant to Section 4.1.3 | N/A |
| § 4.1.1.6 | Furniture, furnishings and equipment delivery, and installation coordination | N/A |
| § 4.1.1.7 | Furniture, furnishings and equipment procurement assistance | N/A |
| § 4.1.1.8 | Assistance with site selection | N/A |
| § 4.1.1.9 | Assistance with selection of the Architect | N/A |
| § 4.1.1.10 | Furnish land survey | N/A |
| § 4.1.1.11 | Furnish geotechnical engineering services | N/A |
| § 4.1.1.12 | Provide insurance advice | N/A |
| § 4.1.1.13 | Provide supplemental Project risk analysis and mitigation strategies | N/A |
| § 4.1.1.14 | Stakeholder relationships management | N/A |
| § 4.1.1.15 | Owner moving coordination | N/A |
| § 4.1.1.16 | Coordination of Owner's Separate Contractors | N/A |
| § 4.1.1.17 | Other Supplemental Services | N/A |

## Table 17

| .1 | Transportation and authorized out of town travel and subsistence; |
| --- | --- |
| .2 | Long distance services, dedicated data and communication services, teleconferences, Project web sites, and extranets; |
| .3 | Permitting and other fees required by authorities having jurisdiction over the Project; |
| .4 | Printing, reproductions, plots, and standard form documents; |
| .5 | Postage, handling, and delivery; |
| .6 | Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; |
| .7 | Professional photography, and presentation materials requested by the Owner; |
| .8 | If required by the Owner, and with the Owner's prior written approval, the Construction Manager's consultants' expenses of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits in excess of that normally maintained by the Construction Manager's consultants; |
| .9 | All taxes levied on professional services and on reimbursable expenses; |
| .10 | Site office expenses; and |
| .11 | Other similar Project related expenditures. |