Sample Only
City of Seattle Central Public Library
Agreement Between Owner & General Contractor / Construction Manager with
a Development Manager
Part 1 - Preconstruction Services
Project:
Seattle Central Public Library
Agreement:
made as of the ______ day of July in the year of Two Thousand
Between:
Owner: The City of Seattle, a Municipal Corporation
through the Seattle Public Library Board of Trustees
1000 Fourth Avenue
Seattle, WA 98104-1193
and
GC/CM: Hoffman Construction Company of Washington
1200 Westlake Avenue North, Suite 200
Seattle, WA 98109
ARTICLE 1 - GENERAL PROVISIONS
1.1 Introduction
1.1.1 In order to commence necessary preconstruction activities for the Seattle Central Library the Parties hereby enter into this Part 1 - Preconstruction Services Agreement. Unless terminated by the Owner for convenience as provided herein, upon successful negotiation of the Maximum Allowable Construction Cost the Parties shall execute Part 2 of the Agreement for construction services.
1.1.2 The Owner intends to develop, design and construct a new Central Public Library with approximately 355,000 square feet of gross building program area, plus provision for approximately 200 stalls of public parking for Library users and staff. The Project is to be located on the site of the current Seattle Central Library. The site is the full city block bounded by 4th Avenue, Spring Street, 5th Avenue and Madison Street in downtown Seattle, Washington. The Owner is entering into this Part 1 Agreement to have the GC/CM provide the Preconstruction Services for the Project.
1.1.3 The Owner's Budget for Construction Cost is $96,765,000 plus $8,322,000 sales tax = $105,087,000 total.
1.2 Preconstruction Services Price and Contract Sum for Part 1
1.2.1 In consideration of the mutual covenants and agreements of the Parties in this Agreement, the following Contract Sum is established for providing the Preconstruction Services for the Project:
Preconstruction Services Price = $695,000.
Washington State Sales Tax = $59,770.
Contract Sum for Part 1 = $754,770.
1.2.2 The following are also agreed and established for future use:
Specified General Conditions Price = $6,750,000 including Allowances totaling $4,040,000.
Stated percentage for the GC/CM Fixed Fee = 4.3%
1.2.3 The Preconstruction Services Price includes local travel and parking costs - in town and to home or branch offices, regardless of location, but does not include out of town travel expenses for the GC/CM staff in connection with the Work. The Contract Sum shall be increased by Change Order for the actual cost of out of town travel expenses incurred during Part 1 of the Work. The terms of Paragraph 4.5.1 shall apply. Overhead and profit is to be added in accordance with subsection 7.02B.7.g of the General Conditions. (See also the Specified General Conditions Allowance for travel expenses for Part 2.)
1.3 Contract Time for Part 1
1.3.1 The Work of this Part 1 Agreement shall be completed as mutually agreed by the Parties, but not later than the start of demolition Work currently scheduled for 28 May 01 in accordance with Exhibit 1. The Work started 17 May 00.
1.4 Definitions
1.4.1 Refer to the separate list of Definitions used for Parts 1 and 2 of the Agreement and for the General Conditions.
1.5 Relationship and Actions of the Parties
1.5.1 The Owner and GC/CM agree to a relationship of trust, good faith and fair dealing in all aspects of this Agreement. The relationship of the GC/CM with the Development Manager, the Architect and the Owner's Consultant/Contractors is to be cooperative, collaborative and proactive, all participating in a spirit of teamwork with the Owner. The Owner and GC/CM shall take all actions reasonably necessary to perform this Agreement in an economical and timely manner to promote the legitimate objectives of each Party and the entire Project team. The GC/CM shall at all times utilize its best skills, efforts and judgement in the execution of the Work. The GC/CM shall provide efficient business administration and supervision, use its best efforts to furnish at all times an adequate supply of workers and materials, and perform the Work in the most optimum way to further the interest of the Project and the Owner.
1.6 Development Manager
1.6.1 The Owner has retained the Development Manager to act on the Owner's behalf under a separate agreement. The role of the Development Manager is to assist the Owner and the Owner's Representative in carrying out those Project management and construction oversight services for which the Owner is responsible. The Development Manager reports to the Owner's Representative. The Development Manager shall be the primary point of contact between the GC/CM and the Owner's Representative. In its role, the Development Manager is responsible for administration and management of the Owner's obligations under this Agreement. The Development Manager will also assist the Owner in carrying out its obligations related to the preconstruction and construction work of the Architect, and coordinate the work and services of Owner's Consultant/Contractors with the services of the Architect and the Work of the GC/CM. Instructions, communications and direction to the GC/CM from the Development Manager for the administration of the Project shall be as if given by the Owner's Representative. Change Orders to this Agreement may be negotiated by the Development Manager, but shall be binding and effective only if signed by the Owner. Directions from the Development Manager are not, nor shall they be construed to be, changes to the terms of this Agreement between Owner and GC/CM, which shall only be made by Change Order signed by both Owner and GC/CM. The Owner reserves the right to terminate the Development Manager or to restrict, modify or extend the duties, responsibilities and authority of the Development Manager. In the event of termination or restriction of the duties of the Development Manager, the Owner through itself or another third party development manager, shall carry out the Owner duties, responsibilities or activities previously performed by the Development Manager.
1.7 Architect
1.7.1 The Owner has retained the services of the Architect under a separate agreement. The Architect will provide the design for the Project and participate with the Development Manager to provide construction administration services.
1.8 Design Evolution
1.8.1 The Parties recognize that the Contract Documents are not complete and that the design of the Project will evolve over the course of the Agreement. The GC/CM agrees to cooperate with the Owner and Architect to satisfy the Owner's requirements for the Project and to incorporate all the Work described under other Contract Documents hereafter completed or developed. The GC/CM and the Owner recognize that construction may commence on the basis of incomplete Contract Documents; and in such event, additional Contract Documents will be prepared and issued, from time to time, which will detail more completely all requirements for the Work.
1.9 Owner's Consultant/Contractors
1.9.1 The Owner has retained, or in the future may retain, the services of other Owner's Consultant/Contractors to perform parts of the Project. The GC/CM shall cooperate with the Owner's Consultant/Contractors for the successful completion of the Project. (See also Paragraph 8.4 of the Part 2 Agreement.)
1.10 Owner's Budget and Schedule
1.10.1 The Owner's objective is for the GC/CM to complete the GC/CM Scope of Work within the Owner's Budget for Construction Cost and in accordance with the Project Schedule attached to this Agreement as Exhibit 1.
1.11. Correspondence
1.11.1 Correspondence between the GC/CM and the Owner for administration of the Project shall be through the Development Manager. The GC/CM shall provide a copy of such correspondence to the Owner's Representative. Correspondence between the GC/CM and the Architect for administration of the Project may be direct, with a copy to Development Manager or as otherwise provided in this Agreement. Correspondence between the GC/CM and Owner's Consultant/Contractors for administration of the Project shall be through the Development Manager.
ARTICLE 2 - STEPS IN THE GC/CM PROCESS
2.1 Steps in Part 1 of the GC/CM process
2.1.1 The following steps are included in Part 1 of the GC/CM process for the Project:
1. The selected GC/CM and the Owner execute Part 1 of the Agreement.
2. The GC/CM provides the Preconstruction Services, including the construction cost estimates for use in negotiations to establish the Maximum Allowable Construction Cost and a revised Project Schedule for use in negotiations to establish the Contract Time for completion of the Work. The process of establishing the MACC is to focus on quality, schedule and construction work plan issues as well as cost to achieve a balance of all Project objectives. The MACC and Contract Time are to be established once the Parties mutually agree that there is sufficient design and other information available. The MACC and Contract Time are to be established prior to the start of construction. The Owner reserves the right to have the GC/CM award selected Subcontracts that will be a part of the MACC and order selected long lead items at Owner's expense prior to establishing the MACC. Adjustments are to be made to the Specified General Conditions Price for Allowance items as they are sufficiently defined and/or quantified. The GC/CM is to be paid progress billings on the Preconstruction Services Price, plus sales tax. The Preconstruction Services Price is to be fully paid following agreement on the MACC and Contract Time.
Alternatively, if in the sole discretion of the Owner the GC/CM fails to provide satisfactory performance of the Preconstruction Services, or if the GC/CM and Owner fail to agree on a MACC that the Owner determines to be fair, reasonable and within the Owner's Budget for Construction Cost, or if the Project is terminated for convenience by the Owner, the Work of this Part 1 Agreement can be stopped by the Owner at any time by notifying the GC/CM in writing. The GC/CM is to be paid for the portion of the Preconstruction Services it has performed to the time the Work is stopped. Upon payment, the GC/CM will have no further involvement in the Project and neither Party will have any further obligation to the other, except with respect to any unsettled obligations arising out of Part 1 of the Agreement. At the Owner's election, any Subcontracts that may have been awarded by the GC/CM are to be assigned to the Owner.
3. If the GC/CM and the Owner agree on the MACC and the Contract Time for completion of the Work, the GC/CM and Owner shall execute Part 2 of the Agreement, including therein the following:
_ The stated amount for the Preconstruction Services Price
_ The stated amount for the Specified General Conditions Price
_ The agreed amount for the MACC
_ The calculated amount of the GC/CM Fixed Fee
_ The calculated amount for sales tax
_ The resulting total Guaranteed Contract Cost.
The GC/CM is to provide a performance and payment bond for the work at the time of signing Part 2 of the Agreement based on the amount of the Guaranteed Contract Cost.
2.2 Steps in Part 2 of the GC/CM process
2.2.1 The following steps are included in Part 2 of the GC/CM process for the Project:
4. The GC/CM proceeds with the remaining preconstruction activities and later at the appropriate time, the Owner provides a written notice to proceed for the start of construction.
5. As adequate design information is available, and in accordance with the timing of the GC/CM's Subcontract Plan and other work plans for the Project, the GC/CM bids the Work to be subcontracted, in accordance with the requirements of RCW 39.10.060 subsection (6) and (7). The GC/CM is not precluded from itself bidding some parts of the work to be subcontracted. The GC/CM is to analyze and summarize the bids and make recommendations to the Owner on the award of Subcontracts. Unless the Owner disapproves a potential award, the GC/CM is to proceed to award the Subcontracts for the Work.
6. The GC/CM and Owner adjust the Specified General Conditions Price and/or the MACC for any Allowance items as they are sufficiently defined and/or quantified. Adjustments are to be negotiated and mutually agreed. The Guaranteed Contract Cost is adjusted accordingly.
7. The GC/CM and Owner make the Buyout Adjustment to the GCC when the Subcontracts have been awarded by the GC/CM.
8. The GC/CM completes the preconstruction activities and the construction of the Project. The GC/CM is to be paid monthly progress billings. The progress billings include appropriate amounts for the Specified General Conditions Price, for the actual cost of subcontracted Work that is part of the MACC, for the GC/CM Fixed Fee, and for sales tax.
ARTICLE 3 - PRECONSTRUCTION ACTIVITIES
3.1 The preconstruction Work to be performed by the GC/CM shall include the activities listed in this Article:
3.1.1 Prepare detailed estimates of the Project construction cost at the completion of the Schematic Design phase, twice during the Design Development phase and once during the Construction Documents phase of the design work. (This count does not include the MACC estimate.) Also prepare supplemental estimates, estimate updates and estimates of alternatives on an as-needed basis. Independent estimates of construction cost will also be prepared by the Cost Estimating Consultant at similar intervals.
3.1.2 Work with the Cost Estimating Consultant to reconcile the differences between the GC/CM and Cost Estimating Consultant estimates of construction cost to provide the Owner with a consensus opinion of predicted cost.
3.1.3 Consult with the Owner to refine the GC/CM Scope of Work to reflect the evolving design and work plans for the Project.
3.1.4 Estimate and negotiate the cost of the MACC with the Owner, including the GC/CM Contingency in the MACC.
3.1.5 Perform construction planning, sequencing and scheduling for the Work. Determine construction means, methods and techniques for the Work.
3.1.6 Evaluate alternative designs, schedules and work plans and advise the Owner on options it has under consideration.
3.1.7 Prepare and maintain the overall Project Schedule, including in it the schedule for design, permits and other related Project activities. Work with the Development Manager to obtain information on the sequence, duration and relationship of activities that are controlled by others. Develop scheduling strategies and alternatives to allow the Project to meet the Owner's objectives for beneficial occupancy and work with the Owner to agree the optimum schedule. The approved Project Schedule will be used to determine the Contract Time for Part 2 of the Agreement.
3.1.8 Prepare necessary cost studies, comparative estimates and comparative schedules to evaluate alternatives and options for the Project and to assist the Owner and Architect with decision making.
3.1.9 Provide cost reduction and value engineering suggestions for consideration by the Owner and Architect. The suggestions are to be provided as a part of a team effort to improve costs while maintaining or improving quality. A primary objective of these efforts will be to assist the Owner to ensure that the Guaranteed Contract Cost at the time of Completion does not exceed the Owner's Budget for Construction Cost.
3.1.10 Provide constructability review and related suggestions to improve the constructability of the Project to the Owner and Architect for consideration.
3.1.11 Work with the Owner and Architect to prepare a constructability plan for the Project to reduce cost, save time, improve quality, reduce risk and improve the overall process of Project delivery. Key objectives of the constructability program will be to create a well-planned, safe, effective, cooperative and mutually beneficial work environment for all participants.
3.1.12 Review the Schematic Design Documents, the Design Development Documents, the Construction Documents and other Contract Documents and prepare appropriate reports to the Owner noting any inconsistencies, incomplete information or other deficiencies that need to be resolved for the successful completion of the Work. Design review activities are to be a cooperative effort with the Architect and its Consultants.
3.1.13 Prepare the Subcontract Plan and obtain the Owner's concurrence.
3.1.14 Advise the Owner of any Subcontract packages the GC/CM intends to bid.
3.1.15 Prepare Subcontract bid information and bid packages, and bid Subcontracts, including Design-Construct Subcontracts, in accordance with the requirements of RCW 39.10.060 subsection (6) and (7). Alternatively, if mutually agreed with the Owner, cooperate with the Owner to procure selected design-build parts of the Work in accordance with the requirements of RCW 39.10.050. Lead the bid and procurement process for all subcontracted work.
3.1.16 Analyze and prepare summaries of the Subcontract bids received and make recommendations to the Owner. Facilitate Owner review of the recommended Subcontract awards. Unless the Owner disapproves an award, proceed to complete Subcontract negotiations and documentation, and award all Subcontracts for the Work. If RCW 39.10.050 is used for design-build parts of the Work, accept assignment of the awarded Work from the Owner so that the Work is performed as a Subcontractor to the GC/CM.
3.1.17 Be fully responsible for the effective management of all Subcontractors.
3.1.18 Working with the Owner, develop MWBE programs for the Project which effectively encourage and promote the positive involvement of MBE, WBE and other small and/or disadvantaged businesses in the Work.
3.1.19 Establish, implement and maintain nondiscrimination, affirmative action and EEO policies and programs in accordance with the Contract Documents.
3.1.20 Establish, implement and maintain policies and programs to comply with the requirements of the Boost Program.
3.1.21 Attend weekly preconstruction meetings with the Owner and Architect.
3.1.22 Utilize the Project tracking and controls "extranet" software system to enhance communications and the administration of the Work.
3.1.23 Develop with the Owner and implement a procedure for paying and being reimbursed for any Subcontractor costs that are properly due prior to the signing of Part 2 of the Agreement. (Subcontractor costs are not included in the Preconstruction Services Price.)
3.1.24 Provide effective and professional record keeping, cost accounting and payment of properly due Subcontractor billings.
3.1.25 Provide the insurance coverage required by the Contract Documents.
3.1.26 Participate in the development of commissioning plans for the Project.
3.1.27 Assist the Owner with a decision on the use of a Project Labor Agreement. If the decision is made to use a PLA, lead the negotiations with the labor unions and other involved parties to develop an effective PLA for the Project. If used, take the lead role in writing and documenting the PLA and obtaining the necessary signatures to the Agreement. If used, fully implement the PLA on the Project.
3.1.28 Perform all work in accordance with the provisions of the RCW that govern the use of the general contractor / construction manager alternative public works contracting procedure, and in accordance with other applicable laws, ordinances and codes.
3.1.29 Provide a performance and payment bond in the full amount of the Guaranteed Contract Cost at the time of signing Part 2 of the Agreement
ARTICLE 4 - OTHER PROVISIONS
4.1 Representation for the MACC
4.1.1 Submittal of a Maximum Allowable Construction Cost proposal constitutes a representation by the GC/CM to the Owner that the Contract Documents are sufficiently complete to enable the GC/CM to establish the Guaranteed Contract Cost for the Work and that the issuance of subsequent Contract Documents will not affect the GCC of the Work, unless a change in the scope of the Work is represented in the revised Contract Documents. A change in the scope of the Work is not represented if the Work was reasonably inferable from or contemplated by the Contract Documents that were the basis of the GCC for the Work, or a if prudent contractor should have realized that the same was necessary or appropriate under those Contract Documents.
4.2 Payments to the GC/CM for Work Completed
4.2.1 The Owner shall pay the GC/CM for Work in progress and completed in accordance with the Contract Documents using a Schedule of Values. The established Preconstruction Services Price is a lump sum amount. The Preconstruction Services Price is to be paid as the Preconstruction Services Work is completed with full payment following signing of Part 2 of the Agreement.
4.2.2 The Parties may mutually agree that the GC/CM is to proceed with the award of certain Subcontracts for Work that is to become a part of the MACC prior to the completion of this Part 1 Agreement. In such event, the Owner shall pay the GC/CM for its costs actually paid to such Subcontractors for the Subcontract Work performed during the Preconstruction Services phase of the Work prior to signing Part 2 of the Agreement. Such amounts shall be approved by the Owner prior to committing to the Work by the Subcontractors. No GC/CM markup shall be added for this Part 1 Agreement as the GC/CM markup is included in the Part 2 Agreement.
4.2.3 There is to be no retainage withheld pursuant to General Conditions Section 6.06A for the Work of this Part 1 of the Agreement. Retainage shall be withheld on the Work in Part 2.
4.3 GC/CM Personnel
4.3.1 The GC/CM shall staff the Project as required for the Work. The staff shall be as proposed in its Final Proposal modification submitted 15 May 00 in response to RFP Addendum #2 . The GC/CM shall consult with the Owner on any staff assignments that were not determined at the time of that Final Proposal and only assign personnel to which the Owner has no reasonable objection. Any changes to the personnel assigned by the GC/CM to the direct supervision or management of the Work shall be subject to the Owner's prior approval, which shall not be unreasonably withheld.
4.4 Provisions in the Event GC/CM Performs Work with its Own Forces as a Subcontractor
4.4.1 In the event the GC/CM proposes to bid and perform Work included as a part of the MACC with its own forces as a Subcontractor, the provisions of RCW 39.10.060 subsection (7) shall apply. In such event the GC/CM shall provide and maintain an independent management staff for that Subcontract Work and the full measure of other Subcontractor general conditions support, as would be required of an independent Subcontractor. Any Subcontract Work performed by the GC/CM shall not dilute or compromise the GC/CM's primary Work for the Owner. All Subcontract documents and any change orders for any self-performed Subcontract Work shall be subject to the advance review and approval of the Owner.
4.5 Travel Expenses
4.5.1 For the purposes of this Agreement, travel expenses are the costs of long distance trips made outside of the metropolitan area by employees of the GC/CM. The term "metropolitan area" refers to the area where the employee ordinarily works. Travel costs to visit the GC/CM's main office and branch offices are not included, per Paragraph 1.2.3. Travel shall be at the lowest cost reasonably available. The cost of transportation shall reimbursed at cost. Lodging and meal expenses for long distance trips shall be compensated at cost, not to exceed the current Runzheimer index amounts for the metropolitan areas visited. Currently this index is $173.50 per night per person for lodging and $54.85 per day per person for meals. These rates apply for Seattle and Rotterdam. Travel expenses shall conform to, or be limited by, the laws, policies and guidelines applicable to persons traveling on official business for the City of Seattle. Any travel and travel expenses that would increase the Contract Sum (including those occurring prior to resolving the Allowance for travel expense in the Specified General Conditions) shall be subject to the Owner's approval which shall not be unreasonably withheld.
ARTICLE 5 - ATTACHMENTS AND EXHIBITS
5.1 Attachments and Exhibits to the Agreement - Part 1
5.1.1 The following documents are included by reference as a part of this Agreement:
_ Definitions dated Rev 5 - 07 Jul 00.
_ General Conditions dated Rev 5 - 25 Jul 00.
_ Draft Agreement - Part 2 dated Rev 6 - 24 Jul 00.
_ Exhibit 1: Preliminary Project Schedule dated 15 Feb 00.
_ Exhibit 2: Request for Qualifications Proposals dated Rev 4 - 25 Mar 00, including Addendum #1.
_ Exhibit 3: GC/CM's Qualifications Proposal dated 17 Apr 00.
_ Exhibit 4: Request for Final Proposals dated Rev 3 - 27 Apr 00 including Addendum #2.
_ Exhibit 5: GC/CM's Final Proposal, consisting of the response to questions dated 02 May 00, modified staffing plan submitted 15 May 00 and completed Bid Form submitted 15 May 00.
_ Exhibit 6: List of Specified General Conditions and Allowances dated Rev 5 - 07 Jul 00.
This Agreement is entered into as of the day and year first written above.
Owner General Contractor / Construction Manager
(Signature) (Signature)
(Printed name and title) (Printed name and title)