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HomeMy WebLinkAbout08-1623d ~ ~ /~ z3 M ~i5 Waiver of Liens Between Gilbane Building Company, Construction Manager and Contractor And The Pennsylvania State University, Owner As Set Forth in the Attached Owner and Construction Manager Contract Dated March S, 2008 FOR PSU USE ONLY BUDGET 633-27 JOB 14-34082 REFERENCE 1537 CODE 830.AK FORM OF AGREEMENT 1-CM-A THE PENNSYLVANIA STATE UNIVERSITY OVIJNER AND CONSTRUCTION MANAGER CONTRACT THIS AGREEMENT made this 5"' day of March in the year Two Thousand Eight (2008) by and between GILBAN~ BUILDING COMPANY 100 Penn Square Suite 1040 Philadelphia Pennsvlvania 19107-3322 hereinafter called the Construction Manager and THE PENNSYLVANIA STATE UNIVERSITY, a corporation created and existing under the Paws of the Commonwealth of Pennsylvania, hereinafter called the Owner for the following projects: The Dickinson School of Law PSU Project No 03-51258 Located at The Pennsvlvania State University Carlisle Campus, in the Citv of Carlisle Cumberland County Pennsvlvania In consideration of the promises set forth herein, and with intent to be legally bound, the parties agree as follows: ARTICLE 1: THE WORK AND THEDOCUMENTS FORMING THE CONTRACT The Work and Documents forming the subject of this Contract are shown in the Contract Documents, consisting of the Drawings and Specifications titled: The Dickinson School of Law of Tf~e Pennsvlvania State University Carlisle Campus Polshek Partnership Architects: Gilbane Construction Management Compensation Proposal dated December 3 2007 and Design Development. 5/03 1-CM-A, Page 1 of 11 and the following additional documentation: Prevailina Minimum Waae Determination, Serial Number 07-5895 dated October 29 2007. ARTICLE 2: THE PROFESSIONAL References to the Professional in any of the Contract Documents shall refer to the Professional whose name appears hereafter: Polshek Partnershig Architects 320 West 13~' Street New YoRk. New York 10014-1278 The Professional shall either be a pefison or firm lawfully licensed to practice architecture or engineering or the appropriate office of the Owner as ntlted. ARTICLE 3: THE CONSTRUCTION TEAM AND GENERAL OBLIGATIONS OF CONSTRUCTION MANAGER 3.1 THE CONSTRUCTION TEAM The Construction Manager, the Owner and the Professional, hereinafter called the "Construction Team," shall work as a team through construction completion. The Construction Manager shall provide leadership to the Construction Team on all matters relating to construction. 3.2 GENERAL OBLIGATIONS OF CONSTRUCTION MANAGER The Construction Manager agrees to provide leadership to the Construction Team and to furnish all labor, material, tools, machinery, equipment, facilities and supplies to do all things necessary from the preconstruction through construction and completion of the Work; to furnish efficient business administration and superintendence; to have at tl,7e Work at all times an adequate supply of supervision, workers and materials, and to secure its executilon in the best, most workmanlike, expeditious and economical manner consistent with the interest of the Owiner. 3.3 BEST EFFORTS The Construction Manager, recognizing the relationship of trust and confidence established between the Construction Manager and the Owner by the terms of this Agreement, undertakes to furnish its best skill and judgment and to cooperate loyally with the Professional in forwarding the interests of the Owner, and to have no pecuniary interest, direct or indirbct, in the Contract, or in its performance other than as disclosed in this Agreement. ARTICLE 4: DEFINITIONS The term "Project" shall comprise thje Work defined by the Contract Documents and may include Work by the Owner or other separate contractors!, Trade Contractors, Sub-Trade Contractors, or the Professional. I~ 5/03 1-CM-A, Page 2 of 11 The term "Work" shall mean whate' er is done by or required of the Construction Manager to perform and complete its duties under this Contr ct, including the following: construction of the whole or a designated part of the Project; furnishing of any req fired surety bonds and insurance; and the provision or furnishing of labor, supervision, services, materials, s pplies, equipment, fixtures, appliances, facilities, tools, transportation, storage, power, permits and license required of the Construction Manager, fuel, heat, light, cooling, and all other utilities as required by this Contract. The term "day" shall mean calendar day unless otherwise specifically designated. The Trade Contractor is a person or,organization who contracts under the Construction Manager for a portion of the Work defined in the Contract (between the Owner and the Construction Manager. The Trade Contract may be directly with the Construction) Manager or through a subcontract with another Trade Contractor. The Contract Price is the maximum compensation payable to the Construction Manager in performance of the Work for the Project as specified in ',the Contract Documents or subsequently adjusted by modification to the Contract through a Change Order. The Drawings are the graphic portion of the Contract Documents generally consisting of plans, elevations, sections, details, diagrams, and schedules of the Work. The Specifications are the written portion of the Contract Documents generally outlining the requirements for materials, equipment, construction Systems, methods, standards, workmanship, and performance necessary to properly complete the work. The Project Manual is the document~~ assembled consisting of all the written portions of the Work including the Specifications, bidding requirements; sample forms, General Conditions and Special Requirements. Scope of Work is all Work reasonably contemplated by the Contract Documents whether or not explicitly contained in the Contract Document. ARTICLE 5: CONSTRUCTION MANAGER'S SERVICES The Construction Manager will perform the following services under this Agreement in each of the two phases described below. 5.1 CONSTRUCTION PHASE 5.1.1 Bidding and Award of Trade ~ontracts: All Work will be competitively bid. The Owner will determine which trades require prequalification; Review all bidders lists with Owner and Professional for approval before proceeding. Establish bidding schedules, issue bidding documents, and conduct pre-bid conferences to familiarize bidders with the documents and with any special systems, materials, methods or conditions. Receive bids, prepare bid analyses, end review bids with the Owner and Professional. Award Contracts. 5.1.2 Proiects Control: Direct and rrionitor the Work of the Trade Contractors and coordinate the Work with the activities and responsibilities o~ the Owner, Professional, and Construction Manager to complete the Projects in accordance with the Own'er's objectives. Be responsible for insuring the completion of the Work in accordance with the provisions of Ar~icle 8. 5.1.3 Maintain a competent full-time staff at the Project site to coordinate and provide general direction of the Work and progress of the Trade ontractors on the Project. It is intended that the Project Manager for Construction and the Field Superi tendent for Construction indicated on the Construction Management Services Proposal Form and presen ed at the interview meeting will be considered to be full-time staff at the Project site from start to final comp) tion. Changes in the above-mentioned staff shall only be made with the concurrence of the Owner. A requ t for change in staff will be presented in writing and may be initiated by any member of the Construction Tea 5/03 1-CM-A, Page 3 of 11 5.1.4 Establish on-site organization) and lines of authority in order to carry out the overall plans of the Construction Team. 5.1.5 Establish procedures for cobrdination among the Owner, Professional, Trade Contractors, and Construction Manager with respect to all aspects of the Projects and implement such procedures to insure that all parties receive the correct information. 5.1.6 Schedule and conduct biweekly progress meetings at which Trade Contractors, Owner, Professional, and Construction Manager can discuss jointly such matters as procedures, progress, problems, and scheduling. 5.1.7 Schedule and conduct biweekly meetings with Owner and Professional to discuss progress, resolve problems, and update schedule. 5.1.8 Provide regular monitoring of the schedule as construction progresses. Identify potential variances between scheduled and probable completion dates. Review schedule for Work not started or incomplete and recommend to the Owner and Trade~Contractors adjustments in the schedule to meet the Contract completion date. Document all changes in schedule. Update schedule on a monthly basis or as needed. 5.1.9 Determine the adequacy of the Trade Contractors' personnel and equipment and the availability of materials and supplies to meet the schedule, and take appropriate courses of action with Trade Contractors when requirements are not being mef. 5.1.10 Physical Construction: Provide all supervision, labor, materials, construction equipment, tools, and all items which are necessary for thej completion of the Work which are not provided by either the Trade Contractors or the Owner, and in'. accordance with Article 7, Paragraph 7.2. To the extent that the Construction Manager performs any'Work with its own forces, the Construction Manager shall, with respect to such Work, perform in accordance with the Plans and Specifications and in accordance with the Procedure applicable to the Projects. 5.1.11 Cost Control: Develop and monitor an effective system of cost control for Projects. Develop cash flow reports and forecast as needed. Identify variances between actual and budgeted or estimated costs, and advise Owner and Professional whenever projected cost differs from budgets or estimates as a result of a change in Scope of Work. Maintain cost accounting records orb authorized Work performed under unit costs, actual costs for labor and material, or other basis requiring accounting records. Afford the Owner access to these records at all times and preserve them for a period of three (3) years after final payment. 5.1.12 Chance Orders: Develop and implement a system for the preparation, review, and processing of Change Orders. Recommend necessary or desirable changes to the Owner and the Professional, review requests for changes in Scope of 4!Vork, submit recommendations to the Owner and the Professional, and assist in negotiating changes in cost sand/or time. 5.1.13 Payments to Trade Contractors: Develop and implement a procedure for review, processing, and payment of applications by Trade Contractors for progress and final payments. 5.1.14 Permits and Fees: Assist the~~ Owner and Professional in obtaining a building permit. Obtain all other necessary permits for constructiorj and permanent improvements, including permits and inspection of temporary facilities required to be pbtained. Assist in obtaining approvals from all the authorities having jurisdiction. ', 5.1.15 Inspection: Inspect the Workk of Trade Contractors for defects and deficiencies in the Work. The Owner and/or Professional will co-in~pect as deemed necessary by the Owner. 5/03 1-CM-A, Page 4 of 11 5.1.16 Safety: Set up a written Job Safety Program and review the safety programs of each of the Trade Contractors and make appropriate rrecommendations. In making such recommendations and carrying out such review, the Construction Mana~er shall be required to make regular and complete inspections to check safety precautions and programs. S fety Program will incorporate on-site review on a weekly basis with Trade Contractors. The performance of, such services by the Construction Manager shall not relieve the Construction Manager and Trade Contractors of their responsibilities for the safety of persons and property, and for compliance with all federal, (state and local statutes, rules, regulations and orders applicable to the conduct of the Work. 5.1.17 Document Interpretation: Refer all questions for interpretation of the documents prepared by the Professional to the Professional in writing by use of a Request for Information (R.F.I.) form, the format of which shall be approved by the Owner prior to use. Keep a log of R.F.I.'s and responses. 5.1.18 Shop Drawings and Samples:' In collaboration with the Professional, establish and implement procedures and schedules for expediting the processing and review of shop drawings and samples in accordance with the procedures outlined in the General Conditions of the Contract. 5.1.19 Reports and Site Documents: ~I Record the progress of the Projects. Submit written progress reports to the Owner and the Professional inclWding information on the Trade Contractors' Work and the percentage of completion. Maintain a written dailyi construction log and make available to the Owner and/or Professional when requested. The daily log shajll include but not be limited to the following: record of weather, Trade Contractors' work at the site, the j number and type of workers on site, work accomplished, problems encountered, unusual events, and lother relevant data that the Owner and Professional may reasonably require. Record job progress monthly using photographs and written reports. Maintain at the Project site, on a current basis, records of all necessary Contracts, Drawings, samples, purchases, materials, equipment, ~, maintenance and operating manuals and instructions, and other construction-related documents, incl}~ding all revisions. Obtain data from Trade Contractors and maintain on site a current set of record Drawings, Specifications and operation manuals. At the completion of each Project, deliver all such records to tho Professional for the Professional's review and submittal to the Owner. 5.1.20 Substantial Com letion and Final Com letion: Substantial Completion and Final Completion for each project shall be determined in actor ante with the General Conditions of the Contract (CM-A-GC-OCIP) dated May 2003. 5.1.21 Start-Up: With the Owner'sl operating/maintenance personnel, direct the checkout of utilities, operations systems and equipment for readiness and assist in their initial start-up, testing, demonstration and instruction by the Trade Contractors.' Schedule all of these with the Owner and the Professional. 5.1.22 Warranty: ~ The warranty provisions of the General Conditions of the Contract shall apply to each project. 5.3 ADDITIONAL SERVICES Additional services, if requested by tMe Owner, will be provided by the Construction Manager only upon written agreement between the Owner and Construction Manager defining the extent of such additional services and the amount and manner in which they, Construction Manager will be compensated for such additional services. ARTICLE 6 -OWNER'S RESPONSIBILITIES 6_1 The Owner shall provide full information regarding the Owner's requirements for the Projects to the best of the Owner's ability. ~~, 6_2 The Owner shall designate a representative who shall be fully acquainted with the Projects and has authority to approve revisions to the Construction Budgets, approve Change Orders, render decisions promptly and furnish information expleditiously. 5/03 1-CM-A, Page 5 of 11 6_3 The Owner shall furnish for the site of the Project all necessary surveys describing the physical characteristics, soil reports and subs'~urface investigations, legal limitations, known utility locations, and a legal description as may be necessary. 6_4 The Owner will furnish to the Construction Manager reproducible Drawings and Specifications necessary for the execution of the Work. 6_5 The Owner shall provide insuraince for the Projects in accordance with the General Conditions of the Contract. 6_6 If the Owner becomes aware of bny fault or defect in the Work or nonconformance with the Drawings and Specifications, the Owner shall give prompt written notice thereof to the Construction Manager. The Construction Manager shall take immediate steps to correct such fault or defect. 6_7 The Owner shall communicate with the Trade Contractors only through the Construction Manager in writing. ARTICLE 7 -TRADE CONTRACTS 7_1 All portions of the Work that the Construction Manager does not perform with its own forces shall be performed under Trade Contracts. The Construction Manager shall request and receive a minimum of three (3) bids for each prospective Trade'. Contract. Trade Contracts will be awarded after consultation with the Owner and Professional. 7_2 The Construction Manager is permitted to use its own forces in the pertormance of Work of a temporary nature or as approved by Owner. 7_3 All Trade Contracts will be between the Construction Manager and the Trade Contractors unless otherwise directed by the Owner. 7_4 The Construction Manager shall ~be responsible to the Owner for the acts and omissions of its agents and employees, Trade Contractors perta,rming Work under a contract with the Construction Manager, and such Trade Contractors' agents, Sub-Trade Contractors, suppliers, and employees. ARTICLE 8 -SCHEDULE The Work to be provided under this Contract shall be in accordance with the following schedule: Start of Construction October 1.2007 Substantial Completion August 1.2009 Final Completion (completion of all punch list items) _ August 30. 2009 ARTICLE 9 -CONTRACT PRICE 9_i The Construction Manager's Contract Price is Thirty-Three Million ~5even Hundred Eighty-Two Thousand Fifty-Eight and 00/100 Dollars ($3~ 782 058.00 , including the cost of all Trade Contracts and all other allowable costs as described in Article 11, the Construction Manager's Fee as described in Article 10, and a total of Zero Dollars ($0.00 for contingencies. 9_2 It is further agreed that as Trad$ Contracts are awarded, the actual amounts shall be substituted for the estimated Trade Contract costs in tF~'e estimate. After all trade packages have been bid, 'rf there are buy-out savings, the buy-out savings shall be returned to the Owner by means of deduct change order. If, upon completion of the Work, the actual Cbst of the Work as audited and approved by the Owner and Professional, including the Construction Manager's Fee, is less than the Contract Pricce as set forth herein and as adjusted by approved Change Orders, One undred Percent 100%) of the remaining funds (savings) shall revert to the owner. 5/03 1-CM-A, Page 6 of 11 9_3 If the Construction Manager wises to make a claim for Additional Services, an increase in the Contract Price, or an extension in the Contract Time, the Construction Manager shall give the Owner written notice thereof in accordance with the Geheral Conditions of the Contract. This notice shall be given by the Construction Manager before proceeding to execute the Work, except in an emergency endangering life or property, in which case the Constru tion Manager shall act, at its discretion, to prevent threatened damage, injury or loss. Any change in the Cor,7tract Price or the date of Completion of Construction resulting from such claim shall be allowed only if authorizled by Change Order. ARTICLE 10 -CONSTRUCTION MANAGER'S FEE In consideration of the performance,of the Contract, the Owner agrees to pay the Construction Manager as compensation for its services as a Construction Manager a Fee as set forth herein. 10.1 FEE For Work or services performed undgr this Contract, a fee of Five Hundred Two Thousand Five Hundred and 00/100 Dollars ($502.500.00) shall bye paid by the Owner to the Construuction Manager. In addition, a fee for customary reimbursables of Fouts Hundred Fifty-Five Thousand Seventy-Five and 00/100 Dollars ($455.075.00) shall be paid by the O~rner to the Construction Manager. These Fees shall be paid monthly, in the same proportion that each monthly payment for the Cost of Work bears to the total Cost of the Work. Any remaining balance of these fees shalti be paid at the time of final payment. 10.2 ADJUSTMENT IN FEE 10.2.1 Changes in the Contract Pride: The Construction Manager shall receive One and One-Half Percent 1.5%) of any increase in Contract 'Price as approved by the Owner. The cost of staff and site support services would be priced on aper-charge basis as may be required. 10.2.2 Reconstruction: The Construction Manager shall be paid an additional fee in the same proportion as set forth in 10.2.1 if the Construction Manager is placed in charge of the reconstruction of any insured or uninsured loss. 10.3 FEE INCLUSIONS Included in the Construction Manager's Fee and as defined in Fee for Customary Reimbursables in Exhibit A, are the following: 10.3.1 Salaries: Salaries or other compensation of the Construction Manager's employees at the principal office and branch offices, except compensation of employees for services described in Subparagraphs 11.3.1 and 11.3.2. 10.3.2 Operating Expenses: General operating expenses of the Construction Manager's principal and branch offices including the field office. 10.3.3 Capital Expenses: Any part of the Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Projects. 10.3.4 Overhead: Overhead or general expenses of any kind, except as may be expressly included in Article 11. 10.3.5 Reasonable transportation, gaveling, moving, and hotel expenses, other than subsistence, of the Construction Manager or of its officers or employees incurred in discharge of duties connected with the Projects. 10.3.6 Sales, use, gross receipts qr similar taxes related to the Projects imposed by any governmental authority, and for which the Construction Manager is liable for his services. 5/03 1-CM-A, Page 7 of 11 10.3.7 Minor expenses such as telegrams, long-distance telephone service at the site, express mail, and similar petty cash items in connection with the Projects. ARTICLE 11 -COST OF THE WORK 11.1 The term "Cost of the Work" shall mean costs necessarily incurred in the proper performance of the Work and paid by the Construction N~anager. Such costs shall include only the allowable items set forth in this Article. 11.2 The Owner agrees to pay the' Construction Manager for the Cgst of the Work and the Construction Manager's Fee stipulated in Article ib, not to exceed Five Hundred Twp Thousand Five Hundred and 00/100 Dollars ($502.500.00) except as modified by change order. Thi -Thr a Million Seven Hundred Ei h -Two Thousand Fifty-Eight and 00/100 dollars ($33.782.058.00) is the Project(s) funding limit. Construction Manager will employ his best efforts and professional skills to accomplish Project completion within this limit; however, the Construction Manager is not responsible to "guarantee to Contract price". 11.3 ALLOWABLE COST ITEMS 11.3.1 Wages paid for labor in the direct employ of the Construction Manager in the performance of the Work under applicable collective bargaining agreements, or under a salary or wage schedule agreed upon by the Owner and Construction Manager. 11.3.2 The cost of Construction Manager Staff and Site Conditions will not exceed Three Million Four Hundred Forty-One Thousand Sever Hundred Forty-Five and 00/100'Dollars ($3.441.745.00) per Exhibit A without a change order for changes/cjelays outside of the Construction Manager's control. 11.3.3 Costs of all employee benefits and taxes for such items as unemployment compensation and social security, insofar as such cost is based on wages, salaries, or other remuneration paid to employees of the Construction Manager and included inn the Cost of the Work under the Subparagraphs 11.3.1 and 11.3.2. 11.3.4 Cost of all materials, supplies and equipment incorporated in the Projects, including costs of transportation and storage thereof. 11.3.5 Payment made by the Construction Manager to Trade Contractors for their Work performed pursuant to trade contracts under this Agreement. 11.3.6 Costs, including transportatipn and maintenance, of all materials, supplies, equipment, temporary facilities and hand tools not owned bly the workmen, which are employed or consumed in the performance of the Work, and cost less salvage value on such items used but not consumed which remain the property of the Construction Manager. 11.3.7 Rental charges of all necessary machinery and equipment, exclusive of hand tools, used at the site of the Project, whether rented from the Construction Manager or other, including installation, repairs and replacements, dismantling, removal,) costs of lubrication, transportation and delivery costs thereof, at rental charges consistent with those preval$nt in the area. 11.3.8 Cost of removal and disposal Iof all debris. 11.3.9 Cost incurred due to an emergency affecting the safety of persons and property. 11.3.10 Cost of the premiums for all) insurance which the Construction Manager is required to procure by this Agreement or is deemed necessary by the Construction Manager. 11.3.11 Cost of Performance and Payment Bonds required. 11.3.12 Costs for legal services aris~,ing from prosecution of the work fbr issues not resulting from negligence by the Construction Manager. Prior, to incurring any legal costs, Construction Manager must obtain written authorization from the Owner which will not be unreasonably withheld. 5ro3 1-CM-A, Page 8 of 11 11.4 Any segment of the Work performed by the Construction Manage and not by Trade Contractors shall be performed at the actual Cost of the!, Work with no addition for profit bove the Construction Manager's fee stipulated herein, except where the pwner and the Construction Man ger may agree that the Work may be performed by the Construction Manager's own forces or subsidiaries on! a lump-sum basis. 11.5 All trade discounts, rebates an refunds, and all returns from sal of surplus materials and equipment, shall accrue to the Owner, and the Construction manager shall make previsions so that they can be secured. ARTICLE 12 -CHANGES IN THE SCOPE OF WORK 12.1 Except as provided in this Artic~e, no oral statement of direction oflthe Professional or the Owner shall be treated as a Change Order or entitle~~ the Construction Manager to an adjustment to the Contract Price and/or the date of Completion of Construction. 12.2 The Owner, without invalidating the Contract, may order Changes in the Scope of the Work consisting of additions, deletions or other revision. The Contract Price cannot increase without an increase in the Scope of the Work. All such Changes in the Work shall be authorized by Change !Order. 12.3 A Change Order is a written order to the Construction Manager'' signed by the Owner or the Owner's authorized agent and issued after the execution of the Contract, authorizing a Change in the Scope of Work and an adjustment in the Contract Price and/or to the date of Completion of Construction. Each adjustment in the Contract Price resulting from a Change Order shall clearly separate' the amount attributable to the Cost of the Work and the Construction Mana~er's Fee. 12.4 The cost or credit to the Owner resulting from a Change in the Scope of Work shall be determined in accordance with Article 9 of the General Conditions of the Contract. ARTICLE 13 -COST CONTROL 13.1 COST CONTROL In order to implement the responsibilities noted in other sections of this'~Agreement, the Construction Manager shalt implement a Cost Control program in accordance with the provisiorhs of this Article. 13.1.1 Contract Price Summary: Thd Construction Manager shall prepare a summary of its Contract Price, as accepted by the Owner, by individual line items of allowable cost, Construction Manager's Fee, and contingencies. This itemized trade breakdown will be utilized for monthly Applications for Payment and will be updated regularly as actual costs become known. 13.1.2 Continaency: The Contingently represents a single sum of mooey included in the Contract Price to protect the accuracy of the Construction Manager's estimate of probable costs. These funds are available to cover any variation in costs betweerb the original Contract Price proposal and the actual Cost of the Work. These funds are not to be used to cover costs under Articles 11.3.1, 1 i.3.2, and 11.3.3., unless approved by the Owner due to delays/changes beyond the Construction Manager's control. 13.1.3 Construction Manaaer's Usepf Continaency: The Construction (Manager may use the funds available in the Contingency only upon approval of the Owner. Adjustments to ,various Trade Contract items may be made with funds from the Contingenby, upon the review and consent oij the Owner and Professional provided that the allocation of funds is consistdnt with this Agreement. It is understood that the Professional and Owner approval for contingency use will not ~e unreasonably withheld. 13.1.4 Allocation of Funds to the Continaency: Upon the completio of expenditures of funds from any individual trade contract line item, any savings realized will be transferred to the Contingency. 5/03 1-CM-A, Page 9 of 11 13.1.5 Accounting Format: A detail¢d record of activity and current status will be included in each monthly application for payment. The accounting format must be acceptable t 'the Owner and shall include for each Trade Contract line item such items las are given in the original Contra t Price estimate, authorized changes, actual Contract Amount awarded, fuhds expended to date, and funds nticipated to be expended. The exact nature of this format will be developed by the Construction Manager an the Professional. 13.1.6 Identification of Savings: Buy;-out savings from the trade packages shall be returned to the Owner by means of a deduct change order. ARTICLE 14 -METHODS OF PAYMENTS TO THE CONSTRUCTION MANAGER The Construction Manager shall, between the first and seventh day f each month, submit to the Owner a statement in detail showing the ampunt of Work performed in the pr ceding calendar month, according to Article 11 of the General Condition. Payments shall be made on aluation of Work done based on an approved Schedule of Values to be submitted by the Construction] Manager to the Owner through the Professional of the quantities aggregating the total of the Contract, pr or to the first application for payment. The Schedule of Values shall, when approved by the Professional, b~ used as a basis for determining the percentage of the Contract sum comprising each Certificate of Payment). Payments shall be made on the basis of 94% of the approved mo thly schedule of Work performed as hereinbefore determined. There will be no retention for cost of Construction Manager services. If the Construction Manager and the (Owner cannot agree on the amount of Work performed, the matter shall be referred to the Professional who s~all ascertain and certify the amou~ht performed. ARTICLE 15 -LIENS The Construction Manager specifically waives the right to file any mechanic's or other lien or claim for Work done or material furnished in or about the pertormance of this Contract, and it is hereby expressly agreed that no such claim or claims shall be filed by anyone and that the Construction Manager shall not file nor permit any Trade Contractor, materialman,~ mechanic or other person under (the Construction Manager to file, nor shall any such Construction Manager, Trade Contractor, materialman ' r other person file any mechanic's or other lien or claim for Work done or material furnished in or about the performance of this Contract against the ground upon which the structure orl Work herein provided for is ere ed or done, or against any structure thereon erected or to be erected, or against any structure or property whatsoever covered by the Contract. The provisions of this Article 15 in no way affect the additional rights land remedies given under Paragraph 11.8 of the General Conditions of tt,~e Contract, all of which said General Conditions shall be valid in their entirety except as changed by the siripulations hereunder. This article is conditional upon the Owner having made payment properly due the Construction Manager in the matter whi~Ch is subject of the lien. ARTICLE 16 -LIQUIDATED DAMAGIES N/A ARTICLE 17 -TERMINATION OF TWE AGREEMENT Termination of the Agreement shall ble governed by Section 7.6 of the G~~eneral Conditions of the Contract. ARTICLE 18 -MISCELLANEOUS PF~OVISIONS 18.1 APPLICABLE LAW ~~ The interpretation and construction of this Agreement shall be governe ~ by the laws of the Commonwealth of Pennsylvania. In the event litigation) arises out of this contract, the pa~ties agree to submit any claim to the competent courts of Centre County, F;'ennsylvania. 503 1-CM-A, Page 10 of 11 18.2 SUCCESSORS AND ASSIGNS This Agreement shall be binding on the successors and assigns of the parties hereto. 18.3 ASSIGNMENT Neither the Owner nor the Construction Manager shall assign or in a-ny manner transfer any right, duty or obligation under this Agreement. 18.4 PREVAILING WAGE I~, This Contract is subject to the Prevailing Wage Act, Act No. 442, Au ~ ust 15, 1961 (P.L. 987), as amended August 9, 1963, Act No. 342. The (Construction Manager and all Tr~de Contractors shall comply with all requirements of this Act. In addition refer to the General Conditions cif the Contract, and the Notification of Contract Requirements Pertaining to~,the Prevailing Wage Act for additidnal information. 18.5 ENTIRE AGREEMENT ~, This Agreement represents the entire agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements. This ~4greement shall not be superseded by any provisions of the documents for construction and may be amendedd only by written instrument signed by both the Owner and the Construction~~, Manager. 18.6 RELEASE OF INFORMATION The Construction Manager understands and agrees that the Owner mays release to taxing authorities any and all instruments relating to the Work. ~~ ARTICLE 19 -GENERAL CONDITIQNS The General Conditions of the Contract (CM-A-GC) dated February 2005, Articles 1 to 14 inclusive are a part of this Agreement. THIS AGREEMENT entered into as of the day and year written above THE PENNSYLVANIA STATE UNIVERSITY OWNER ~I Title SUSAN J. fEDEMER ~, ASSISTANT TREASURER GILBANE BUILDING William,d~. (iGilbane, ~,)'~, PresideT(_t/C00 ', ATTEST, Sec tary ~- /l r EST, Sec tary ~3 Form of Agreement 1-CM-A 1-CM-A, Page 11 of 11 Gilbane CM Compensation Pennsylvania State University Dickirhson School of Law, Carlisle Caimpus Summary of CM Costs 1.0 Bose CM Fee (1.5% x $33,500,OOp) 2.0 Customary Reimbursables Fee 3.0 CM Staff TOTAL Cost of CM Services 4.0 Site Conditions CDI (Contractor Default Insurance) General/Excess Liability Insurance Early Occupancy is Auoust 1, 2009 Page 1 of 4 December 3, 2007 EARLY OCCUPANCY Cost $502,500 $455,075 $2,150,000 $3,107,575 $673,000 $368,500 $250,245 Ibane Gilbane CM Compensation December 3, 2007 Pennsylvania State University EARLY OCCUPANCY Dickinson School of Law, Carlisle Campus 2.0 Customory Reimbursables Fee This is a lump sum fee of $455,075 which will be billed at $20,685 per monl~h for 22 months (October 1, 2007 through August 1, 2809). Item Cost Total Partnering Sessions $5,000 MBE sessions $2,500 Auto -job travel $15,000 Expediting $5,000 Vehicles (44 months) $40,000 Field office -set-up, demobilize $15,000 rental (incl. space for PSU/Inspector) $66,000 furniture ~ $ l , 000 janitorial $1 1,000 stationary/supplies $18,000 Postage/overnight delivery ~ $9,000 Fax machine ', $400 Telephones $13,400 Radio/cells ~ $14,000 Digital camera $400 Computers -laptop (2) and desktop (1) $5,200 server $5,000 printer (laser jet) ~ $1,900 color printer (1) $1,000 Switch $125 Prolog Manager (22 months) ~ $7,000 Suretrack $450 VPN - DSL (22 months) $10,000 Intern ~~ $40,000 Water $1,700 Temp Secretary $3,000 First aid/safety $3,000 Miscellaneous printing allowance $5,000 Blue printing shop drawing allowance ', $0 Record document printing $0 Copier lease ~ $1 1,000 Record storage $5,000 IDC (added service) ', $30,000 Petty cash/meetings ~ $10,000 Subsistence ', 100 000 ', $455,075 Page 2 of 4 V • Gilbane CM Compensation Pennsylvania State University Dickinson School of Law, Carlisle Campus 3.0 CM Staff 3.1 CM Staff Cost Discipline On-Site Staff Project Manager Project Engineer Project Superintendent Demo Superintendent MEP Accountant Secretary su btota I Office Based Staff Project Executive -O'Connor Purchasing (35 bid packages) Purchasing Support Hours by Hourly ~illing Position Rats December 3, 2007 EARLY OCCUPANCY Tota I 3, 460 $',116.54 3, 806 !$98.30 3,287 $',l 05.40 519 $'1 10.66 3,287 $',101.34 1,471 '$86.14 3.1 14 $40.54 18, 944 $1, 767, 000 780 $',177.35 840 $',136.81 200 $76.01 Regional Safety Manager 208 $ ,1 1 1.48 Cost Engineer ~ 152 $101.34 Scheduler 288 $1121.61 Regional Quality Engineer 240 $'1 1 1.48 District Manager I 80 $177.35 subtotal ', 2,788 $383,000 TOTAL 21,732 hours $2,150,000 Clarifications ~~ CM to be reimbursed for on-site and office bas ed staff above. CM staff compensation is based on actual hours worked multiplied by hourly billing rates. Actual hours worked will not exceed 173 hours per month per employee. The hourly billing rates are equal to base salary of the individual multiplied by 1.97. We have assumed substantial cofnpletio I ' n of August 1, 2009. Page 3 of 4 • Gilbane CM Compensation Pennsylvania State University Dickinson School of Law, Carlisle Campus December 3, 2007 EARLY OCCUPANCY 4.0 Site Conditions Item Cost Total Temp toilets Temp fencing Temp power, heat, utilities Project signs Safety (material/incentives) Progress photos Survey (precondition & layout) Ceremonies Testing Du m Aster Interim clean up Final clean up Clean glass General weather protection Snow removal Small tools /supplies Staff gear $673,000 General/Excess Liability Insurance will be billed at $7.47 per thousand dollars of revenue thru Gilbane. Option: In lieu of bonding, Contract Default Insurance (CDI) would be billed at 1.1% multiplied by the value of subcontracts/purchase orders thru Gilbane. $30,000 $29,000 $60, 000 $5,000 $20,000 $4,000 $50,000 $10,000 $100,000 $70,000 $160,000 $20,000 $25,000 $50,000 $20,000 $10,000 10 000 Page 4 of 4 I ~ • ~, ~~ C~- c ' p cn=. <:4 ~, -~ ~, {-,-, n-~ ;~ ~ ~Z ~. - -~ ,-rt z~~ ~ - a Y i e ` m r `-=t ~ s --t cx~ ~~ •-<