CONSTRUCTION MANAGEMENT SERVICES AGREEMENT

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					                                  CONSTRUCTION MANAGEMENT SERVICES AGREEMENT

     This Construction Management Services Agreement (“Agreement”) is entered into this 25th day of August, 2004 by
and between Ohlone Community College District (“District”) and Turner Construction Company (“CM”).
The District and the CM are collectively referred to in this Agreement as “the Parties.” This Agreement is entered into with
reference to the following recitals, all of which are incorporated herein by this reference.
                                                                  RECITALS
     WHEREAS, the District has obtained funding from Local Bond, Measure A for the design and construction of works
of improvement situated on the District’s Newark Center property and commonly referred to as the Ohlone College Newark
Center For Technology and Health Sciences (“the Project”).
    WHEREAS, the District has retained MBT Architects (hereinafter “the Architect”) to provide and perform certain
services in connection with design, bidding and construction of the Project.
    WHEREAS, the Architect has begun preparation of the Design Documents for the Project in a series of sequential
phases described as the Preliminary Plans and the Working Drawings.
     WHEREAS, jurisdiction over the Project is vested in the Division of State Architect (“DSA”).
    WHEREAS, the Working Drawings will be completed by the Architect and will be submitted to DSA for review and
approval prior to bidding Project construction.
    WHEREAS, the District has elected to bid construction of the Project to multiple contractors (“Trade Contractors”)
and to construct the Project by entering into separate contracts (“Trade Contracts”) with the successful bidder for each
Trade Contract.
    WHEREAS, on or about April 23, 2004, the District issued a Request for Proposals (“the RFP”) pursuant to which the
District sought proposals from construction management firms to provide the construction management services in
connection with review of Design Documents, bidding and construction of the Project; by this reference, the RFP is
incorporated herein as if set forth in full.
     WHEREAS, the CM submitted a written proposal dated May 7, 2004 responding to the RFP (“the RFP Response”); by
this reference the RFP Response is incorporated herein as if set forth in full.
   WHEREAS, the District desires to retain the CM to provide certain services in connection with the Basic Services, as
more particularly described in this Agreement.
    WHEREAS, the CM is a professional construction manager, duly qualified and capable of providing the Basic Services
described herein in accordance with the terms hereof.
     NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by the
parties, the Parties agree as follows:
                                                                  AGREEMENT
ARTICLE 1:          BASIC SERVICES
          1.1       General: Phases of Basic Services. The CM shall provide and perform the Basic Services more
                    particularly described in this Agreement. The Basic Services shall be performed and completed in a
                    series of sequential Phases generally described as: Pre-Bid, Bid, Construction and Post-Construction.
                    The scope of the CM’s Basic Services and obligations during each Phase of the Basic Services shall be as
                    set forth herein. All of the Basic Services during the Construction Phase shall be performed or provided
                    by or under the control of an individual employed by the CM and who is a licensed architect, registered
                    engineer or licensed contractor under California law.
          1.2       Relationship of CM to Other Project Participants. CM’s services hereunder shall be provided in
                    conjunction with contracts between the District and: (a) the Architect; (b) the Trade Contractors; (c) the
                    Inspector; (d) Test/Inspection Service Providers; and e) others providing services in connection with
                    bidding and/or construction of the Project. The Architect is responsible for the adequacy and sufficiency
                    of the Project design and the contents of Design Documents for the Project. The Architect shall perform
                    its duties in accordance with its contract(s) with the District. Except as expressly set forth herein, neither
                    this Agreement, nor CM’s rendition of services hereunder shall be deemed CM’s assumption of

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                         responsibility for the adequacy or sufficiency of the Project design or the Design Documents for the
                         Project, which are and remain that of the Architect. In accordance with the scope of Basic Services
                         described herein, the CM shall be responsible for assisting the District in the selection and retention of the
                         Inspector and Test/Inspection Service Providers and generally coordinating the services of the Inspector
                         and Test/Inspection Service Providers during the Construction Phase, the CM is not, however, responsible
                         for the completeness or accuracy of the work product or services provided by the inspector or
                         Test/Inspection Service Providers.
               1.3       CM Standard of Care. CM shall provide the Basic Services and authorized Additional Services using its
                         best professional skill and judgment, acting with due care and in accordance with professional standards
                         of care, the terms hereof and applicable law, code, rule or regulation. CM’s services hereunder shall be
                         provided and completed promptly and in such a manner as to avoid hindrance, interruption or delay to the
                         orderly progress and timely completion of Project bidding and construction.
ARTICLE 2: DISTRICT RESPONSIBILITIES
               2.1       District Information. The District shall provide full information regarding the Project, including the
                         District’s objectives, schedule requirements and other constraints and requirements which may affect the
                         Project Budget, time for completion of Project Construction or Project scope. The District shall provide
                         the CM with the Project and Construction Budgets for review and acceptance by the CM.
               2.2       District Representative. The District shall designate a representative to act on the District’s behalf with
                         respect to the Project and who shall be authorized to render decisions on behalf of the District and to
                         carry out the District’s responsibilities under this Agreement, all of which shall be discharged or
                         performed in a manner so as to avoid unreasonable delay in the orderly and sequential progress of the
                         CM’s performance of services and other obligations hereunder. Unless modified by written notice of the
                         District to the CM, the District Representative is Simon Barros, Director of Facilities. The District
                         representative is being supported by the Measure A Bond Program Manager, Stegeman and Kastner, Inc.
               2.3       Tests/Inspections. In accordance with applicable law, rule or regulation, the District shall; (a) retain an
                         Inspector of Record (“Inspector”) to provide construction observations as required by applicable laws,
                         rules or regulations; and (b) retain Test/Inspection Service Providers to conduct Construction Phase
                         tests/inspections of materials/equipment forming a part of the Project, as required by applicable law, rule
                         or regulation. The foregoing notwithstanding, as set forth below, the Basic Services of the CM include
                         assistance to the District in identifying, selecting and retaining the Inspector and Test/Inspection Service
                         Providers.
               2.4       District Consultants. Except to the extent of Design Consultants retained by the Architect, other
                         consultants required or desired by the District in connection with the Project shall be retained and paid for
                         by the District. Such other consultants include, without limitation, Bond Program Manager, legal
                         counsel, insurance/surety consultants or insurance consultants.
ARTICLE 3: PRE-BID PHASE
               3.1       Project Bidding and Construction Strategy. The CM shall, in conjunction with the District Representative
                         and other District staff responsible for District operations on the Newark campus, review the current
                         status of completion and approvals for bidding the Design Documents to Trade Contractors. The
                         objective of these reviews is the development of an overall strategy for bidding and constructing the
                         Project taking into account affecting time for completion of Project construction or the costs of Project
                         construction. The CM shall conduct such interviews and participate in meetings and conferences with the
                         Architect, District staff and others as necessary to develop a Project bidding and construction strategy
                         consistent with the foregoing objectives. Upon completion of these services and prior to commencing
                         any other Basic Services under this Agreement, the CM shall submit its written Project
                         bidding/construction strategy to the District for its review and acceptance. The CM shall modify its
                         written Project bidding/construction strategy as necessary to obtain the District’s acceptance thereafter.
               3.2     Consultation during Project Development. CM shall schedule and attend meetings with the Architect and
                       the District during the development of design to advise on selection of materials, building systems, and
                       equipment. CM at Risk shall provide recommendations on construction feasibility, availability of materials
                       and labor, time requirements for installation and construction, and factors related to cost including costs of


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                  alternative designs of materials, preliminary budgets, and possible economies. The CM, including the
                  CM’s Project Manager and Field
                  Superintendent for Project construction, shall review the Design Documents at 100% completion of the
                  preliminary drawings and at 40% and 100% completion of the working drawings completed by the
                  Architect to obtain a complete understanding of the Project design and scope. If, upon completing its
                  review of the Design Documents, the CM believes that Work of the Project depicted in the Design
                  Documents, construction processes/procedures, specified materials/equipment or other aspects of the
                  Design Documents can be modified to reduce Construction Costs and/or the time for achieving Final
                  Completion of the Project without diminution in the quality of materials/equipment/workmanship, scope or
                  intended purposes of the Project. Modifications to the Design Documents recommended by the CM shall
                  be set forth in writing and submitted to the District Representative for review. The District and the District
                  Representative shall have the sole and exclusive discretion to incorporate some, all or none of the CM’s
                  recommendations. If the District accepts any of the CM’s recommendations relative to modification(s) to
                  the Design Documents, the CM shall review the Design Documents as modified by the Architect for
                  confirmation that the District accepted Design Documents modification recommendations are incorporated
                  into the Design Document issued by the District for Bidding by Trade Contractors.
          3.3     Development of Bid Packages. Based upon its review of the Design Documents (including any District
                  accepted recommendations of the CM relating to modification(s) to the Design Documents) and in
                  consultation with the District Representative and the Architect, the CM shall develop Bid Packages suitable
                  for bidding by Trade Contractors. The Bid Packages developed by the CM shall be submitted to the District
                  Representative for review and acceptance. The CM shall modify the Bid Packages as necessary to obtain
                  the District Representative’s acceptance of the entirety of the Bid Packages. The CM shall be responsible
                  for incorporating and identifying all work, labor, materials and services required under each Bid Package so
                  that the Project, as constructed by the Trade Contractors, is as depicted in the Design Documents. Costs for
                  work, labor, materials or services indicated in the Design Documents issued for bidding by Trade
                  Contractors which are not incorporated into a Bid Package shall be the responsibility of the CM.
          3.4     Bid-Time Master Project Schedule. Based upon Bid Packages accepted by the District Representative, the
                  CM shall develop and submit to the District for review and acceptance a Bid-Time Master Project Schedule
                  that reflects all of the Work of each Bid Package necessary to complete Project construction. The Bid-Time
                  Master Project Schedule shall be prepared with the most recent edition of commercially available software
                  designed specifically for the scheduling of construction projects and which utilizes the critical path method
                  of scheduling. The CM’s use of scheduling software other than Microsoft Project 98, Microsoft Project
                  2000, Primavera SureTrak Project or Primavera Project Planner will require approval of the District
                  Representative, which may be granted, withheld or conditioned in the sole discretion of the District
                  Representative. The Bid-Time Master Project Schedule shall indicate the start/finish dates for the principal
                  activities of each Bid Package necessary to complete Project construction. The CM shall sequence,
                  schedule and coordinate each Bid Package in the Bid-Time Project Master Schedule in a logical, reasonable
                  and orderly manner so that Project construction is completed for the Construction Budget and within the
                  time established by the District. If the District’s requirements for the Project including phasing elements of
                  Project construction, the District’s phasing requirements shall be set forth in the Bid-Time Master Project
                  Schedule. The CM acknowledges that the Bid-Time Master Project Schedule prepared by the CM will be
                  included in the Bid Documents for each Bid Package and that Trade Contractors bidding on a Bid Package
                  will rely upon the Bid-Time Master Project Schedule in developing their respective Bid Proposals.
          3.5     Construction Budget; CM Estimate of Contractor Costs. The CM shall review the District’s Construction
                  Budget for the Project and Estimates of Construction Costs prepared by others for the Project. Based upon
                  such reviews, the CM shall prepare the CM’s Estimate of Construction Costs for the Project at the same
                  intervals as by others. Estimates by others are being prepared at the conceptual phase, at 40% and 100% of
                  preliminary plans and at 40% and 100% of working drawings. CM shall reconcile their project estimates
                  with the estimates prepared by others. If reconciliation is not possible, CM shall notify District of
                  exceptions. The CM’s Estimate of Construction Costs shall be based upon forecast market conditions and
                  shall include estimating contingencies required to properly forecast bid day results. If the CM’s Estimate of
                  Construction Costs exceeds the Construction Budget, the CM shall make recommendations to the District
                  for measures to reduce the Estimate of Construction Costs to conform with the Construction Budget. If the
                  CM’s Estimate of Construction Costs is less than the Construction Budget, the CM shall make

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                  recommendations to the District for items to incorporate into the Project to conform the CM’s Estimate of
                  construction Costs with the Construction Budget.
          3.6     Review and Assembly of Bid Documents. The CM shall review and recommend modifications to the
                  District’s standard forms of bid and contract documents for each Trade Contract. The CM shall assist the
                  District in assembly of bid and contract documents for each Bid Package.
       ARTICLE 4: BIDDING PHASE
       4.1        Advertisements. The CM shall assist the District in development and placement of advertisements of the
                  availability of Bid Packages for bidding by Trade Contractors in newspaper/s of general circulation. The
                  CM shall also make recommendations to the District Representative for placement of notices and issuance
                  of other communications for the purpose of publicizing the availability of the Bid Packages for bidding by
                  Trade Contractors. The CM shall assist the District in placing such notices and issuing communications for
                  such purposes.
       4.2        Trade Contractor Pre-Qualification. The CM shall make recommendations to the District relative to
                  engaging in a pre-qualification process for all or some of the Bid Packages. If the District elects to engage
                  in the pre-qualification process for any of the Bid Packages, the CM shall assist the District in: (a)
                  development of pre-qualification criteria and the pre-qualification application; (b) development and
                  placement of an advertisement in a newspaper of general circulation of the availability of pre-qualification
                  applications; (c) develop and implement a program to inform potential bidders for the Bid Packages
                  subject to pre-qualification of the pre-qualification process and to encourage potential Trade Contractors
                  to engage in the pre-qualification process; (d) review and evaluate responses to the pre-qualification
                  application; and (e) recommendations to the district for selection of Trade Contractors deemed qualified to
                  submit Bid Proposals for Bid Packages subject to the pre-qualification process.
       4.3        Dissemination of Bid Documents to Trade Contractors. The CM shall establish a system for
                  dissemination of Bid Documents to Trade Contractors and for maintaining records of the
                  identities/addresses telephone-fax numbers/email addresses of the Trade Contractors who have obtained
                  Bid Documents.
       4.4        Trade Contractors Campaign. The CM shall, by all appropriate means of communication, advise Trade
                  Contractors of the availability of Bid Packages for bidding by Trade Contractors. The CM shall maintain
                  records of contacts made and communications transmitted to/received from potential bidders for the Bid
                  Packages. All such records shall be available for review and/or reproduction by the District upon
                  reasonable request.
       4.5        Pre-Bid Conference(s). The CM shall conduct pre-bid conferences, including the job walk(s), if one is
                  required or scheduled in the Bid Documents for any Bid Package. The pre-bid conference shall include
                  without limitation: (a) description of the Project and each Bid Package; (b) description of the process for
                  bidding and award of Trade Contracts; and (c) material requirements of the Trade Contracts relating to
                  bonds, insurance and similar administrative requirements of the Trade Contracts. The job walk shall
                  provide Trade Contractors with an overview of the Site and an understanding of the physical limitations
                  and constraints affecting the Work of the Project or portions thereof. As necessary or appropriate the CM
                  shall conduct separate, detailed pre-bid conferences with potential bidders for specific Bid Packages. The
                  CM shall record and transcribe minutes of the pre-bid conferences and job walk(s). Minutes maintained
                  by the CM shall be issued to all bidders who have theretofore obtained the Bid Documents, the District,
                  the Architect and other parties as directed by the District Representative.
       4.6        Opening/Reading of Bid Proposals. The CM shall assist the District in the public opening and reading of
                  Bid Proposals. Upon completing the public opening and reading of Bid Proposals, the CM shall
                  summarize the results of bidding for each Bid Package; the summary shall include identities of the
                  Bidders, the amount proposed by each Bidder, including amounts proposed for Alternate Bid items, if any
                  included in the bidding for any Trade Contract and the identification of the apparent low bidder for each
                  Trade Contract.
       4.7        Review of Bid Proposals; Recommendations for Award of Trade Contracts. The CM shall review
                  submitted Bid Proposals to determine: (a) whether the bidder submitting the Bid Proposal is a responsible
                  bidder; (b) whether the Bid Proposal is responsive to material bidding requirements; and (c) the price
                  proposed for the base scope of Work of each Bid Package and for each Alternate Bid Item, if any,

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                       included in the bidding of any Bid Package. The CM shall make recommendations to the District
                       regarding: (a) rejection of a Bid Proposal based upon the “non-responsibility” of the bidder; (b) rejection
                       of a Bid Proposal for non-responsiveness to material bidding requirements; (c) rejection of a Bid Proposal
                       for any other reason; (d) rejection of all Bid Proposals; and (e) award of Trade Contracts, to the extent that
                       the bidding for a Trade contract included Alternate Bid Items, recommendations for the Alternate Bid
                       Items, if any, to be included in the scope of the Trade Contracts awarded by the District. The CM shall
                       make recommendations to the District Representative for award of the Trade Contracts.
            4.8        Bid Costs Exceeding Project Construction Budget. If within one hundred fifty (150) days of the date upon
                       which Architect obtains final DSA approval of the Working Drawings, the District shall have solicited Bid
                       Proposals from bidders for award of the Construction Contract and such Bid Proposals are opened by the
                       District within said one hundred fifty (150) days and the lowest bona fide Bid Proposal exceeds the
                       Project Construction Budget, the District may: (i) approve of an increase in the Project Construction
                       Budget; (ii) reject all Bid Proposals and authorize re-bidding of the Project; (iii) abandon or terminate the
                       Project; or (iv) revise the Project scope, or reduce or eliminate portions of the Project so as to limit and
                       reduce Construction Costs. Unless the District has theretofore directed changes, modifications or
                       inclusions in the scope of the Project or component parts thereof which cause the Bid Proposals to exceed
                       the Project Construction Budget plus a maximum allowance of five percent (5%), if the District elects to
                       revise the Project pursuant to (iv) above, the Architect shall make all necessary revisions to the
                       Construction Documents without adjustment of the Contract Price; if the District elects to reject all Bid
                       Proposals and re-bid the Project, for such subsequent re-bid(s), CM shall re-bid trade contracts as required
                       at no additional cost to the District.
ARTICLE 5: CONSTRUCTION PHASE
            5.1        Administration and Coordination of Trade Contracts and Construction. CM will provide administrative,
                       management and related services necessary to administer the Trade Contracts and to schedule, sequence
                       and coordinate the Work of the Trade Contractors during the Construction Phase of the Project including:
                       (a) receive, review and forward to the District and the Architect the Trade Contractors’ Certificates of
                       Insurance and Bonds along with commentary as to the extent to which the same comply with
                       requirements of the Trade contract; (b) advice and recommendations to the District for issuance of Notice
                       to Proceed directing commencement of work under the Trade Contracts; (c) scheduling, coordinating and
                       conducting pre-construction and construction meetings; recording, maintaining and distributing minutes
                       thereof; (d) in consultation with the Architect, develop and implement procedures for the submittal and
                       processing of Submittals required by each Trade Contract; (e) in consultation with the District and the
                       Architect, develop and implement procedures for the handling and disposition of the trade Contractors’
                       requests for information or clarifications; (f) establish and implement procedures for the transmittal and
                       receipt of communications, drawings and other information between CM, Architect and the Trade
                       Contractors relating to Project construction; (g) assist the District in selection and retention of
                       Test/Inspection Service Providers and the Inspector; (h) schedule, sequence and coordinate activities of
                       the Trade Contractors; and (i) allocate Site staging and storage areas.
            5.2        Monitoring of Construction Costs. CM will monitor on-going Construction Costs and advise the District
                       of the financial condition of the Project by: (a) development of Project cash flow reports, forecasts and
                       other financial reports to the District, including those reflecting variations between actual Construction
                       Costs and the Construction Budget and estimated costs of unperformed Project activities; (b) maintaining
                       records reflecting the actual costs for activities completed or in progress, including records relating to
                       work performed on a unit cost basis and additional work performed by the Trade Contractors on a time
                       and materials basis; (c) monitor and advise the District of costs pertaining to potential, pending and
                       completed changes to any Trade contract; and (d) advising and making recommendations to the District
                       for adjustments to the Construction Budget relative to actual or anticipated Construction Costs. The CM
                       shall prepare and submit cost reports to the District Representative on a monthly basis; provided that if
                       the District Representative reasonably determines that more frequent cost reports are required, the CM
                       shall comply with the directive(s) of the District Representative. The information compiled by the CM
                       and reports generated by the CM relating to Construction Costs shall be in such detail and format as
                       required by the District Representative. In addition the extent of detail and the nature of the of the format
                       of such reports, the information compiled by the CM and reports generated by the CM shall specifically
                       indicate the original Contract Price of each Trade Contract, the extent of adjustment of the Contract Price

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                  to each Trade Contract by District approved Change Orders and the extent of potential further adjustment
                  of the Contract Price of each Trade Contract as of the date of the CM’s report based upon the Change or
                  potential Changes known at the time of the CM’s preparation of a cost report for a Trade Contract.
       5.3        Applications for Progress Payments. CM will participate in the review and disbursement of Progress
                  Payments to the Trade Contractors and in consultation with the District and the Architect, make
                  recommendations for the disbursement of Progress Payments to the Trade Contractors as follows: (a)
                  CM will assist in the development of procedures for submittal, review, processing and disbursement of
                  Progress Payments to Trade Contractors, along with associated forms and reporting system; (b) based
                  upon CM’s observations and evaluations of each Application for Progress Payment, CM will review and
                  certify to the District the amount due on each such Application for Progress Payment; CM’s certifications
                  constitute a representation to the District that, based on CM’s observation at the Site, the data in each
                  Application for Progress Payment, and to the best of CM’s knowledge, information and belief, the Work
                  has progressed to the point indicated in the Application for Progress Payment and the quality of the Work
                  is in generally in accordance with the Contract Documents for the Trade Contract; (c) CM’s
                  representations relative to Applications for Progress Payment are subject to an evaluation of the Work for
                  conformity with the requirements of the applicable Trade Contract for the Substantial Completion of
                  each Trade Contract, results of subsequent tests, inspections and other procedures, minor deviations from
                  requirements of the Trade Contacts correctable prior to completion and any specific qualifications
                  expressed by CM in its certification. CM’s issuance of a Certificate pursuant to the preceding shall be a
                  representation that the Trade Contractors is/are entitled to payment in the amount so certified. The CM’s
                  review of Applications for Progress Payment shall be undertaken and completed in a timely manner so
                  that the District can meet its obligations to make Progress Payment due each Trade Contractor within the
                  time permitted by applicable law without incurring interest liability or other penalties/liabilities.
       5.4        Substantial Completion; Punchlist. In consultation with the Architect and the District, the CM will assist
                  in ascertaining the achievement of substantial Completion of the Work of each Trade Contract. If upon
                  inspection of the Work of a Trade Contractor, the CM determines that Substantial Completion has not
                  been achieved, the CM will assist the Architect in noting the conditions of the Work and the measures
                  necessary for the Trade Contractor to achieve Substantial Completion of its portion of Project
                  construction. Upon each Trade Contractor achieving Substantial Completion, the CM will participate
                  with the District and the Architect to inspect the Work completed by each Trade Contractor to note
                  Punchlist items to be completed by the Trade Contractor as a condition to achieving Final Completion of
                  the Trade Contract.
          5.5     Project Progress.
                    5.5.1     Master Project Schedule. CM will, in consultation with the District, develop an overall
                              comprehensive Project Schedule for construction of the Project showing the activities of each of
                              the Trade Contractors necessary for completion of Project construction (*Master Project
                              Schedule). CM will incorporate the Trade Contractors’ separate Construction Schedules into the
                              Master Project Schedule. During the course of Project construction and abased upon Trade
                              Contractors’ updated Construction Schedules, CM shall monitor and update the Master Project
                              Schedule on a monthly basis or more frequently as may be requested from time-to-time by the
                              District so that the District is kept fully informed at all times of the status and progress of overall
                              Project construction and the status of each Trade Contractors’ construction progress. Where the
                              actual rate of Project construction progress is behind that indicated by the Master Project
                              Schedule, CM shall advise and make recommendations to the District for remedial action.
                    5.5.2     Trade Contractors’ Schedules. CM shall review the Trade Contractors’ Construction Schedules
                              and updates thereof, advising the District of Compliance with the terms of the Trade Contract
                              along with measures appropriate to obtain compliance if necessary.
                    5.5.3     Coordination of Construction Activities. CM shall coordinate the activities of the Trade
                              Contractors with each other and those of the CM, the Architect, Inspector, Test/Inspection
                              Service Providers and the District in conformity with the Master Project Schedule, including the
                              coordination and sequencing of Trade Contractors’ construction activities so that Site space is
                              appropriately allocated and the Master Project Schedule is maintained. A material obligation of
                              the CM under this Agreement is the scheduling, coordination and sequencing the activities of the

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                              Trade Contractors in a manner so that Project construction is completed in accordance with the
                              Master Project Schedule and within the Construction Budget.
                    5.5.4     Progress Records. CM will maintain records of the progress of construction of Project ,
                              including written progress reports and photographs reflecting the status of Project construction
                              and percentage completion. CM will maintain daily records during Project construction showing
                              weather conditions, Trade Contractors and their Subcontractors at the Site, work accomplished
                              under each Trade Contract, problems encountered and other matters materially affecting the
                              Project, completion of the Project or Construction Costs.
                    5.5.5     Substantial Completion and Final Completion. Upon request of a Trade Contractor, CM will, in
                              conjunction with the District Representative, Inspector and the Architect determine that
                              Substantial Completion and Final Completion have been achieved under that Trade Contractor’s
                              Trade Contract. Upon determining that Substantial Completion/Final Completion of a Trade
                              Contract has been achieved, the CM shall issue Certificates of Substantial Completion and Final
                              Completion for that Trade Contract, as applicable.
          5.6     Site Observations.
                    5.6.1     CM On-Site. During Project construction and at substantially all times during which there are
                              construction activities under the Trade Contracts, CM shall have its Project Manager, Field
                              Superintendent or other authorized representative at the Site, to observe Site construction
                              activities and to coordinate the activities of the Trade Contractors. The Foregoing
                              notwithstanding upon prior request of the CM, the District May consent to Trade Contractors’
                              performance of Site construction activities without the Project Manager, Field Superintendent or
                              other authorized representative of the CM present at the Site; the District’s consent may be
                              granted, denied, limited or conditioned in the sole absolute discretion of the District. CM shall
                              maintain at the Site the Trade Contracts, Drawings, Specifications, approved Change Orders,
                              Submittals, applicable codes, rules and regulations and other written or electronic materials
                              relating to the Project.
                    5.6.2     Construction Quality. The CM will endeavor to guard the District against defects and
                              deficiencies in construction and workmanship on the basis of its Site observations, and a quality
                              control program established and implemented hereunder to monitor the workmanship of the
                              Trade Contractors for conformity with; (a) accepted industry standards; (b) applicable laws,
                              codes, regulations, ordinances or rules; (c) and the requirements of the Trade Contracts.
                    5.6.3     Rejection of Work. Whenever in the ordinary course of discharging its services hereunder CM
                              shall discover or observe patent conditions of defective or deficient construction or workmanship
                              which has or may have an adverse impact upon building life-safety systems or operations,
                              structural elements or integrity or the safety of persons or property, CM shall take prompt action
                              appropriate under the circumstances, including stopping the work and thereupon notifying the
                              District in writing. In other circumstances where defective or deficient Work is observed by
                              CM, the District shall be notified in writing by the CM of such conditions and if directed by the
                              District, the CM shall stop or reject such Work. CM’s responsibilities hereunder shall be limited
                              to defective or deficient work of an apparent and patent nature.
                    5.6.4     Site Safety.
                              5.6.4.1 District Safety Program. Prior to any Trade Contractor’s performance of Work at the
                                      Site, the CM Shall review the District’s safety program, meet and confer with the
                                      District’s Representative to review the District’s safety program and to address
                                      measures to be implemented by the CM to coordinate the safety programs of each
                                      Trade Contractor with the District’s safety program.
                              5.6.4.2 Trade Contractor Safety Programs. CM shall review safety programs of the Trade
                                      Contractors for conformity with the District’s safety goals, requirements of the Trade
                                      Contacts and applicable law; CM shall monitor the Trade contractors’ compliance with
                                      safety programs and advise the District of measures, if any, necessary or appropriate to
                                      obtain the Trade Contractors’ compliance. By undertaking the obligations hereunder,
                                      CM shall not be deemed to have assumed responsibility for the adequacy or sufficiency

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                                              of safety programs implemented by Trade Contractors, but the CM is responsible for
                                              verifying that each Trade Contractor has established a safety program, that the safety
                                              program established by each Trade Contractor is in compliance with applicable law,
                                              rule or regulation and that each Trade Contractor has implemented its safety program.
                                   5.6.4.3 Safety Violations; Safety Conditions. The CM shall promptly notify the District
                                           Representative in writing of all CM observed instances of a Trade Contractor’s failure
                                           to comply with applicable safety requirements. In the event of a safety violation or
                                           other unsafe conditions on or about the Project Site which have an immediate potential
                                           or actual adverse effect on life or property, the CM is authorized, without prior notice to
                                           the District or prior directive of the District, to take all actions deemed necessary and
                                           appropriate by the CM under the then existing circumstances to prevent such actual or
                                           potential adverse effect.
                                   5.6.4.4 Site General Conditions. At all times during construction activities at the Site, the CM
                                           shall provide or cause to be provided the items of personal property and services
                                           identified in Exhibit B (General Conditions items) attached to the Agreement. The
                                           items and services identified in Exhibit B are included in the General Conditions Costs
                                           portion of Contract Price set forth in this Agreement.
               5.7     Changes and Claims
                         5.7.1     Coordination of Changes. CM will coordinate and disseminate correspondence, drawings and
                                   other written materials by and between the Trade Contractors, the District, Inspector,
                                   Test/Inspection Service Providers and the Architect relating to Changes to the Trade Contracts.
                                   CM will coordinate the Trade Contractors’ performance of Changes authorized by the District.
                                   CM will maintain a log or other written records to monitor the pendency and disposition of
                                   Changes and Change Orders to keep the District advised of the status of the same and the actual
                                   or potential impact of any particular Change or Change Order or the cumulative effects thereof
                                   on Construction Costs or time for completion of Project construction.
                         5.7.2     Processing of Changes and Change Orders. CM will assist the District and the Architect in
                                   evaluation of requests by Trade Contractors for issuance of Change Orders, assist in negotiations
                                   with Trade Contractors relative to Change Orders proposals and the adjustment of Contract Price
                                   or Contract Time under the Trade Contracts. CM will make recommendations to the District and
                                   the Architect for handling and disposition the Trade Contractors’ proposals relative to Change
                                   Orders. If a Change to a Trade Contact is approved or authorized by the District, CM will assist
                                   the District and the Architect in the preparation of a Change Order reflecting such approved or
                                   authorized change to the Trade Contracts. The CM is not authorized, without the prior consent
                                   and approval of the District, to effectuate or authorize any Change to any Trade Contract. The
                                   CM shall be liable to the District for all direct and consequential costs, losses or damages
                                   resulting from the CM’s direction or authorization to effectuate a Change to any Trade Contract
                                   without the prior direction and authorization of the district.
                         5.7.3     Claims Handling. CM will assist the Architect in the review, evaluation and processing of
                                   claims asserted by Trade Contractors; CM will make recommendations to the District as to
                                   merit, handling and disposition of Trade Contractors’ claims.
ARTICLE 6: POST: POST-CONSTRUCTION PHASE
               6.1       Review and Transmittal of Trade Contractor Closeout Documents. The CM shall receive from the Trade
                         Contractors the closeout documents and items to be submitted by each Trade Contractor under the terms
                         of its Trade Contract upon completion of its obligations under the Trade Contract. The CM shall review
                         each Trade Contractor’s closeout submittals to determine conformity with requirements of each Trade
                         Contract; if the CM determines that any Trade Contractor’s closeout submittals are not in conformity with
                         requirements of the Trade Contract, the CM shall make recommendations to the District for measures to
                         secure compliance with the requirements of the Trade Contract. The CM shall deliver to the District
                         Representative all of the Trade Contractors, closeout submittals, except for the Trade Contractors; as-built
                         drawings which the CM shall transmit to the Architect for preparation of the Record Drawings. The CM
                         shall monitor the Architect’s preparation and completion the Project Record Drawings.

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               6.2       CM Project Records. Within thirty (30) days of the date of issuance of a Certificate of Final Completion
                         for a Trade Contract, the CM shall assemble and deliver to the District all of the Project records
                         maintained during the Construction Phase by the CM relating to the Trade Contract.
               6.3       Trade Contractors’ Post-Construction Obligations. If any Trade Contractor is obligated under the terms
                         of its Trade Contract to provide work, labor materials or services after completion of Project construction,
                         the CM shall monitor Trade Contractors’ post-construction activities for conformity with requirements of
                         the Trade Contract. The CM shall make recommendations, as necessary, for securing Trade Contractors’
                         compliance with post-construction obligations.
               6.4       Project Reports. The CM shall monitor the filing of DSA reports and other actions required by applicable
                         law, rule or regulation to be undertaken by the Architect, Inspector or Trade Contractors upon completion
                         of Project construction. If the Architect, Inspector or any Trade Contractor has not filed reports or taken
                         other actions required upon completion of Project construction, the CM shall make recommendations to
                         the District for measures to secure compliance by the Architect, Inspector or a Trade Contractor with
                         regard to such requirements. The CM will assist the District in completion and submission of reports and
                         other actions required to be undertaken by the District upon completion of Project construction pursuant
                         to applicable law, rule or regulation.
ARTICLE 7: ADDITIONAL SERVICES
               7.1       Additional Services. The services described in this Article 7 are not included in the Scope of Basic
                         Services hereunder. If the District shall request any of the Additional Services described in this Article 7,
                         CM shall be compensated for the same in accordance with the provisions of the Agreement relating to
                         Additional Services.
               7.2       Contingent Additional Services. If Contingent Additional Services described below are provided by the
                         CM through no fault or neglect of the CM, prior to providing any such Additional Services, CM shall
                         notify the District in writing. Unless the District shall notify CM in writing authorizing Additional
                         Services, CM shall not proceed to provide such Additional Services. The following constitute Contingent
                         Additional Services:
                         7.2.1     Material Project Scope Changes. Services required or necessary as a result of significant
                                   changes in the Project scope or other requirements of the Project, including Project size, quality
                                   or complexity or material changes to the Project Schedule.
                         7.2.2     Termination of Architect or Trade Contractor. Services required or necessary as a result of the
                                   default or termination of the Architect or a trade Contractor, failure of performance of the
                                   District or a Trade Contractor under any Contract, or major defects or deficiencies in the work of
                                   a Trade Contractor.
                         7.2.3     Damage or Destruction to Project. Except to the extent caused by the CM, services and
                                   consultation associated or necessitated by damage to the project prior to completion by fire or
                                   other casualty.
                         7.2.4     Future Systems. Services relative to future systems, facilities or equipment not included within
                                   the scope of the Project as reflected in the cumulative Trade Contracts awarded by the District
                                   for Project Construction.
                         7.2.5     Investigation of Existing Conditions. Services to investigate existing conditions or facilities or
                                   to provide measured drawings thereof.
                         7.2.6     Furniture, Furnishings, Equipment Not in Project Scope. Services in connection with the
                                   District’s selection, procurement or installation of furniture, furnishing or equipment not
                                   included within the scope of the Project as reflected in the cumulative Trade Contracts awarded
                                   by the District for Project construction. If the CM is requested to provide Additional Services in
                                   connection with such furniture, furnishing or equipment, the CM shall develop a schedule for
                                   bidding and delivery/installation of such furnishings, equipment and furniture coordinated with
                                   Project completion and as otherwise directed by the District Representative.




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ARTICLE 8: CM COMPENSATION
               8.1       Contract Price for Basic Services. The Contract Price for the CM’s performance of the Basic Services
                         under this Agreement shall consist of the following components: (a) a lump sum fixed fee of Four
                         Hundred Forty Seven Thousand, Five Hundred Seventy One Dollars ($447,571.00) for completion of
                         the Pre-Bid and Bidding Phases of the Basic Services; (b) a lump sum fixed fee of Two Million, Eight
                         Hundred Forty Five Thousand, Eight Hundred Seven Dollars ($2,845,807.00) for completion of the
                         Construction and Post-Construction Phases of the Basic Services (“the Basic Services Contract Price”);
                         and (c) a not to exceed amount of Two Hundred Thirty Four Thousand, Two Hundred Fifteen
                         Dollars ($234,215.00) for the costs of General Conditions at the Site during the Construction Phase of the
                         Project (“the General Conditions Contract Price”). The Basic Services Contract Price is inclusive of
                         personnel expenses (inclusive of all benefits and burdens), fees and personnel expenses of any sub-
                         consultant or subcontractor to the CM, travel for personnel to and from the Site, travel within the
                         Counties of Santa Clara, San Mateo, San Francisco, Contra Costa and Alameda, insurance and all other
                         overhead/administrative expenses or costs associated with performance of the Basic Services, except for
                         General Conditions.
               8.2       CM Guaranteed Maximum Construction Costs and Guaranteed Completion Date. The CM acknowledges
                         and agrees that the Contract Price set forth in Article 8.1 above is based in part upon the CM’s guarantee
                         to the District of the maximum Construction Costs (“the Guaranteed Maximum Construction Costs” or
                         “GMCC”) and the CM’s guarantee of the date of Final Completion of the Project (“the Guaranteed
                         Completion Date” or “GCD”).
                         8.2.1     Establishment of GMCC: CM Preparation of GMCC Statement. Within ten (10) days of the
                                   CM’s completion its review of all Bid Proposals submitted during the Bidding Phase and the
                                   CM’s determination of the identity of the responsible bidder for each Bid Package submitting the
                                   lowest priced responsive Bid Proposal, the CM shall deliver to the District a written statement
                                   setting forth the GMCC proposed by the CM for the Project (“the GMCC Statement”). Further,
                                   the written statement shall include: (a) confirmation that the scope of the Project for which the
                                   GMCC is submitted is identical to the scope of the Project as depicted in the Design Documents,
                                   as mutually agreed upon which all of the Bid Proposals are based upon (if Alternate Bid Items
                                   are included in the bidding for any Bid Package, a confirmation that the GMCC is inclusive of
                                   all Alternate Bid Items recommended by the CM for inclusion in the scope of a Trade Contract
                                   awarded by the District consistent with the requirements of the Public Contract Code, section
                                   20103.8); (b) identification of items, if any, included in the scope of the Project and the GMCC
                                   on the basis of an allowance amount rather than a fixed price amount (the statement shall
                                   specifically identify the amount of allowance allocated for each identified allowance item); (c)
                                   assumptions, if any, made by the CM in arriving at the GMCC which are not expressly set forth
                                   in the Construction Contract Documents or the Design Documents; (d) contingency, if any, will
                                   not exceed 2% of the total value of the trade contracts. CM shall not instruct the trade
                                   contractors to include contingency amount in their bid proposals. And (e) the date of Final
                                   Completion of Project construction. The CM’s preparation of the GMCC Statement in
                                   accordance with the foregoing and within the time set forth above are material obligations of the
                                   CM under this agreement.
                         8.2.2     Costs Excluded From GMCC. The following costs are excluded from the GMCC: (a) fees, costs
                                   or expenses paid to the Design Professional and its Design Consultants; (b) costs of salaries and
                                   benefits paid to District employees engaged in connection with the Project; (c) costs, fees or
                                   expenses paid to the inspector; (d) costs, fees or expenses paid to Test/Inspection Service
                                   Providers; (e) costs or fees for obtaining permits or approvals (except to the extent included in
                                   the scope of a Trade Contract awarded by the District); (f) costs, expenses or fees of Design
                                   Consultants and other consultants retained by the District in connection with the Project
                                   (“District Consultants”); and (g) costs, fees or expenses paid under this Agreement.
                         8.2.3     District Review of CM Prepared GMCC Statement. Within ten (10) days of the District’s
                                   receipt of the GMCC Statement, the District will review and advise the CM in writing of
                                   objections, if any, of the District to any portion of the GMCC Statement. If the District notifies
                                   the CM of any District objections to the GMCC Statement, within ten (10) days thereafter, the


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                              District and CM shall meet and confer in good faith to resolve objections interposed by the
                              District and to reach mutual agreement as to the entirety of the GMCC Statement.
                    8.2.4     GMCC Amendment to Agreement; GMCC Adjustment Amendments. If the District does not
                              interpose any objections to the CM prepared GMCC Statement or if the District interposes
                              objections and all such objections are resolved to the mutual satisfaction of the District and the
                              CM, the District will thereafter prepare an amendment to this Agreement (“the GMCC
                              Amendment”) reflecting the CM’s GMCC for completing construction of the Project and the
                              GCD for the Project.
                    8.2.5     Adjustments to GMCC During Construction Phase. The GMCC reflected in the GMCC
                              Amendment prepared pursuant to this Agreement shall not be modified during the Construction
                              Phase except in the event of the following circumstances; (a) the District institutes, directs and
                              authorizes a Change to a Trade Contract that is not related to problems with the plans and
                              specifications; (b) unanticipated field conditions which could not be reasonably foreseeable by
                              the CM are encountered under a Trade Contract which requires Changes to the Trade Contract;
                              (c) Changes to a Trade Contract are directed by a governmental agency with jurisdiction over the
                              Project or portions thereof; (d) Changes to a Trade Contract are necessitated by amendment(s) or
                              enactment(s) of laws, rules, ordinances or regulations applicable to the Project or portions
                              thereof which could not be reasonably anticipated or foreseen by the CM at the conclusion of the
                              Pre-Bid Phase of Basic Services; (e) Changes to a Trade Contract resulting from Emergencies
                              not caused, in whole or in part, by the acts, omissions or other conduct of CM or its employees,
                              agents or representatives; or (f) delays in completion of work due to unforeseeable causes
                              beyond the control and without the fault or negligence of CM, including but not restricted to:
                              acts of God, acts of public enemy, acts of Government, acts of District or anyone employed by
                              it, acts of another Contractor in performance of a Contract with District which is unrelated to the
                              Project, fires, floods, epidemics, quarantine restrictions, strikes, and unusually severe weather or
                              delays of Trade Contractors due to such causes. Adjustments to the GMCC shall be reflected in
                              a written amendment to the GMCC Amendment duly executed by the District and the CM
                              (“GMCC Adjustment Amendments”).
                    8.2.6     Adjustment to GCD During Construction Phase. The GCD shall be subject to amendment
                              during the Construction Phase only if: (a) the GMCC is modified in accordance with this
                              Agreement and the modified GMCC directly affects the time for completion of Project
                              construction; (b) the District directs or authorizes the suspension of construction of the Project as
                              a whole, or suspension of construction under any Trade Contract and such directive or
                              authorization actually delays Final Completion of the Project; (c) the District directs or
                              authorizes delays to construction of the Project as a whole or delays to construction under any
                              Trade Contract and such directive or authorization actually delays Final Completion of the
                              Project; (d) completion of construction of the Project is delayed by the acts or omissions of the
                              District or its employees, agents or representatives; or (e) delays in completion of work due to
                              unforeseeable causes beyond the control and without the fault of negligence of CM, including
                              but not restricted to: acts of God, acts of public enemy, acts of Government, acts of District or
                              anyone employed by it or acts of another Contractor in performance of a Contract with District
                              which is unrelated to the project, fires, floods, epidemics, quarantine restrictions, strikes, and
                              unusually severe weather or delays of Trade Contractors due to such causes. CM shall within ten
                              (10) days of beginning of any such delay (unless District grants in writing a further period of
                              time to file such notice prior to date of final settlement of the Contract) notify District in writing
                              of causes of delay; thereupon District shall ascertain the facts and extent of delay and grant
                              extension of time for completing work when, in its judgment, the findings of fact justify such an
                              extension. The District’s finding of fact thereon shall be final and conclusive on the parties
                              hereto. Extension of time shall apply only to that portion of work affected by the delay, and
                              shall not apply to other portions of work not so affected. Adjustments to the GCD on account of
                              a circumstance described above shall be reflected in GMCC Adjustment Amendments duly
                              executed by the District and the CM.
                    8.2.7     CM Notice of Adjustments to GMCC or GCD. An express condition precedent to any
                              obligation of the District to consider or to adjust the GMCC or the GCD is the CM’s delivery of

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                              written notice to the District no more than ten (10) days following the initial occurrence of a
                              circumstance which the CM believes is justification for adjustment of the GMCC or GCD. The
                              failure of the CM to deliver written notice to the District of the occurrence of circumstances the
                              CM believes is justification for modification of the GMCC or the GCD shall be deemed the
                              CM’s waiver of any right to modification of the GMCC or the GCD for such circumstances. If
                              the CM provides such written notice, the District shall thereafter promptly consider the request
                              and equitably adjust the GMCC or the GCD, as applicable. If the source or nature of a basis for
                              adjustment of the GMCC or the GCD is on-going, the CM’s delivery of written notice within the
                              time set forth above after the initial occurrence of such event shall be deemed sufficient notice.
                              8.2.7.1 GMCC Adjustments. If the CM has provided written notice in strict conformity with
                                      the foregoing, the extent of adjustment of the GMCC shall be equal to the amount of
                                      the adjustment of the Contract Price of the Trade Contract(s) affected by the
                                      circumstances justifying adjustment of the GMCC under this Agreement.
                                      Adjustment(s) of the GMCC shall not result in any modification of the Contingency, if
                                      any, set forth in the GMCC statement accepted by the District.
                              8.2.7.2 GCD Adjustments. The GCD shall be adjusted only to the extent that Final Completion
                                      of Project construction is or will be delayed by circumstances justifying adjustment of
                                      the GCD, as forth in this Agreement. The CM acknowledges and agrees that the
                                      adjustment of Contract Time under a Trade Contract which does not have an effect on
                                      the Final Completion of the Project shall not be a basis for adjustment of the GCD.
                    8.2.8     CM Responsibility for Construction Costs Exceeding GMCC. If the Project Construction Costs
                              exceed the GMCC, including all adjustments thereto in accordance with this Agreement, the CM
                              shall be solely responsible for all costs exceeding the GMCC, as adjusted. If a Contingency is
                              set forth in the GMCC Amendment, the CM’s liability for such costs exceeding the GMCC shall
                              arise only after the Contingency has been applied and exhausted. If Construction Costs exceed
                              the GMCC, as adjusted and after application/exhaustion of the GMCC Contingency and there is
                              any remaining portion of the Contract Price to be disbursed by the District to the CM under this
                              Agreement all of the remaining portion of the Contract Price shall be withheld, retained and
                              credited by the District against any balance due from the CM to the District for Construction
                              Costs exceeding the GMCC (“the Withheld Contract Price”). In such event, ninety (90) days
                              after Final Completion of the Project, the District shall release and disburse to the CM the
                              portion of the Withheld Contract Price, which exceeds the Construction Costs. If after
                              application/exhaustion of the Withheld Contract Price, the Construction Costs exceed the
                              GMCC and the Withheld Contract Price, within thirty (30) days of the District demand therefore,
                              the CM shall make payment of such excess amount to the District. The CM’s obligations
                              hereunder shall survive termination of the Agreement or Final Completion of the Project.
                    8.2.9     CM Responsibility for CM Caused Delays. If Final Completion of the Project occurs after the
                              GCD (including adjustments to the GCD in conformity with this Agreement) and such delay is
                              caused by the CM, the CM acknowledges and agrees that the District will sustain losses,
                              damages and costs which are extremely difficult to fix and ascertain. Examples of CM causation
                              may include, but are not limited to improper or inadequate scheduling, improper or inadequate
                              supervision, improper or inadequate engineering and failure to timely process project related
                              transactions. Accordingly, if Final Completion of the Project is not achieved within the GCD,
                              including adjustments thereto, due to acts, omissions, or other conduct of the CM, the CM agrees
                              to pay to the District as damages and not a penalty, the amount of One Thousand Dollars
                              ($1,000.00) per day beyond the adjusted GCD date until Final Completion of the Project is
                              achieved (“CM Liquidated Damages”). If acts or omissions of the CM cause Final Completion
                              of the Project not to be achieved as of the applicable GCD and there is any remaining balance of
                              the Contract Price for Basic Services held by the District at such time, the District may thereafter
                              withhold disbursement(s) of the Contract Price for Basic Services otherwise due the CM under
                              this Agreement, such withheld amounts will be credited to any balance due the District from the
                              CM. If after application of the credit balance described in the preceding sentence or if there is
                              no remaining balance of the Contract Price for Basic Services or if the District elects not to
                              exercise its rights under this Agreement to withhold the Contract Price from Payment to the CM,

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                              there is any amount of CM Liquidated Damages due from the CM to the District, the CM shall
                              make full payment of such amount within thirty (30) days of the District’s demand therefore.
                              The CM’s obligations hereunder shall survive termination of the Agreement or completion of
                              Project construction.
          8.3     District Payments of the Contract Price.
                    8.3.1     CM Monthly Billing Statements. CM shall submit monthly billing invoices to the District for
                              payment of the Basic Services Contract Price, General Conditions Contract Price, authorized
                              Additional Services and Allowable Reimbursable Expenses performed or incurred in the
                              immediately prior month. Allowable Reimbursable Expenses and the request for payment of
                              any portion of the General Conditions Contract Price shall be itemized; if requested by the
                              District, CM will provide invoices or other evidence of the cost or value of any Allowable
                              Reimbursable Expense or General Conditions costs for which payment is requested by CM.
                              Billing statements for Basic Services shall be based upon services performed in the prior month
                              multiplied by the applicable personnel rate, subject to the fixed fee lump sum limitation for
                              Phases of the Basic Services, as set forth in this Agreement.
                    8.3.2     District Payments of Contract Price. Within thirty (30) days of the date of the District’s receipt
                              of CM’s billing invoices, District will make payment to CM of undisputed amounts of the
                              Contract Price due for Basic Services, authorized Additional Services, General Conditions costs
                              and Allowable Reimbursable Expenses. No deductions shall be made or withheld from
                              payments due CM hereunder on account of any penalty, assessment liquidated damages or other
                              amounts withheld by the District from payment to the Architect or any Trade Contractor. The
                              District may, however, withhold or deduct from amounts otherwise due CM hereunder if CM
                              shall fail to timely and completely perform material obligations to be performed on its part under
                              this Agreement, with the amounts withheld or deducted being released after CM has fully cured
                              its failure of performance, less costs, damages or losses sustained by the District as a result of
                              such failure of performance of a material obligation hereunder. CM offers 1.0% discount for a
                              15 day pay cycle and electronic transfer of funds.
                    8.3.3     District Payments of General Conditions Contract Price. District payments of the General
                              Conditions Contract Price will be paid as incurred, invoiced and verified by the District on a
                              monthly basis.
                    8.3.4     Allocation of Contract Price to Phases of Basic Services. The Contract Price shall be allocated
                              to the Phases of Basic Services as follows:
                               Pre-Bid                   9%
                               Bidding                   4%
                               Construction              84%
                               Post-Construction         3%
                    8.3.5     Delayed Project Completion and Basic Services Contract Price, General Conditions Contract
                              Price. The Term of this Agreement is thirty four (34) months after the issuance of the Notice
                              to Proceed to CM. If the Basic Services are not to be completed, Project construction is not
                              completed or the District shall not have issued Final Payment to all Trade Contractors as of
                              expiration of the Term through no fault or neglect of CM, the CM shall continue to provide and
                              complete Basic Services in accordance with this Agreement after expiration of the Term. In
                              such event, Basic Services provided by CM following expiration of the Term shall be in
                              accordance with the Rate Schedule attached hereto as Exhibit “A”. If the Basic Services, Project
                              construction of Final Payment to all Trade Contracts are not completed within the Term and
                              delayed completion is caused in whole or in part by: (a) the acts, omissions or other conduct of
                              the CM; the Term shall be extended commensurate with the number of calendar days attributed
                              to (a) above (“ the Extended Termination Date”). During the extended Termination Date, the
                              CM shall continue to provide or perform the Basic Services without adjustment of the Basic
                              Services Contract Price or the General Conditions Contract Price.




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ARTICLE 9: INSURANCE AND INDEMNITY:
      9.1    District has arranged for the Project to be insured under the Owner Controlled Insurance Program (OCIP)
             which shall provide workers’ compensation and employer’s liability insurance, general liability
             insurance, contractors’ pollution legal liability and builder’s risk insurance coverages in connection with
             performance of Work on the project commencing with the start of Construction. Coverage under the
             OCIP shall apply to all Work designated for inclusion by District in the OCIP and shall cover District,
             construction manager and all eligible contractors and subcontractors who have enrolled in the OCIP.

                    At all times CM, Contractors or Subcontractor(s) shall cooperate with the District and its program
                    administrator with relation to insurance underwriting, payroll reporting, rating or loss history information
                    9.1.1     Pre-Construction Insurance:
                              9.1.1.1 Workers Compensation and Employers Liability Insurance. CM shall purchase and
                                      maintain Worker’s Compensation Insurance covering claims under workers’ or
                                      workmen’s compensation, disability benefit and other similar employee benefit acts
                                      under which CM may be liable. CM shall purchase and maintain Employer’s Liability
                                      Insurance covering bodily injury (including death) by accident or disease to any
                                      employee, which arises out of the employee’s employment by CM. The Employer’s
                                      Liability Insurance required of CM hereunder may be obtained by CM as a separate
                                      policy of insurance or as an additional coverage under the Workers’ Compensation
                                      Insurance required to be obtained and maintained by CM hereunder.
                              9.1.1.2 Commercial General Liability and Property Insurance. CM shall purchase and maintain
                                      Commercial General Liability and Property Insurance as will protect CM from the
                                      types of claims set forth below which may arise out of or result from CM’s services
                                      under this Agreement and for which CM may be legally responsible: (i) claims for
                                      damages because of bodily injury, sickness or disease or death of any person other than
                                      CM’s employees; (ii) claims for damages insured by usual personal injury liability
                                      coverage which are sustained (a) by a person as a result of an offense directly or
                                      indirectly related to employment of such person by CM, or (b) by another person; (iii)
                                      claims for damages, other than to the Work itself, because of injury to or destruction of
                                      tangible property, including loss of use resulting therefrom; (iv) claims for damages
                                      because of bodily injury, death of a person or property damages arising out of
                                      ownership, maintenance or use of a motor vehicle; (v) contractual liability insurance
                                      applicable to “CM’s obligations under this Agreement; and (vi) for completed
                                      operations. District shall be an additional named insured to CM’s Commercial General
                                      Liability insurance policy.
                              9.1.1.3 Professional Liability Insurance. CM will procure and maintain professional liability
                                      insurance covering claims arising out of the performance of services under this
                                      Agreement.
                              9.1.1.4 Coverage Amounts. Minimum coverage amounts for policies of insurance obtained by
                                      the CM hereunder shall be as follows:
                                                       Insurance Policy             Minimum Coverage Amount

                                                   Workers’ Compensation              In accordance with applicable law

                                                Commercial General Liability        Two Million Dollars ($2,000,000) per
                                             (including coverage for automobile      occurrence and Five Million Dollars
                                                liability and property casualty)        ($5,000,000) in the aggregate

                                                                                    Two Million Dollars ($2,000,000) per
                                                     Professional Liability          occurrence and Five Million Dollars
                                                                                        ($5,000,000) in the aggregate



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                              9.1.1.5 Policy Endorsements: Evidence of Insurance. CM shall deliver Certificates of
                                      Insurance to the District Representative which evidence each of the policies of
                                      insurance in the minimum coverage amounts required hereunder. All policies of
                                      insurance required hereunder shall be issued by insurer(s) authorized to issue insurance
                                      by the State of California and to the reasonable satisfaction of the District. Coverages
                                      under each policy of insurance, whether by endorsement or otherwise, shall provide that
                                      such policy will not be materially modified, canceled or allowed to expire without at
                                      least thirty (30) days advance written notice to the District.
                    9.1.2     Construction and Post Construction Insurance:
                              9.1.2.1 COVERAGE PROVIDED BY OCIP: The OCIP provides the following insurance
                                      coverage for all eligible contractors regardless of tier, which qualify for participation in
                                      the insurance program.
                                         9.1.2.1.1      WORKERS COMPENSATION INSURANCE
                                                        Coverage A – Workers’ Compensation: Statutory
                                                        Coverage B - Employer's Liability
                                                        $ 1,000,000             bodily injury per accident/employee;
                                                        $ 1,000,000             bodily injury per disease/employee;
                                                        $ 1,000,000             policy limit by disease.
                                                        Deductible None
                                         9.1.2.1.2      COMMERCIAL GENERAL LIABILITY: Primary Coverage: Limits for
                                                        Bodily Injury, including death resulting therefrom and Property Damage
                                                        on a per Project basis.
                                                        $   5,000,000    Each Occurrence
                                                        $   10,000,000   Completed Operations Aggregate all projects per District
                                                        $   10,000,000   General Annual Aggregate Per Project
                                                        $   1,000,000    Fire Legal Liability
                                                        $   5,000        Medical Payments
                                                        COMPLETED OPERATIONS COVERAGE
                                                        Coverage will be extended for ten (10) years beyond the completion date
                                                        of the project as defined by the Commercial General Liability Policy in
                                                        force for this project.
                                                        POLICY FORM: "Occurrence" Form
                                                        DEDUCTIBLE:           $ 5,000 Per Occurrence
                                                        Contractor having care, custody and control of the property affected by an
                                                        occurrence causing any loss will be responsible for payment of the
                                                        deductible
                                         9.1.2.1.3      CONTRACTORS POLLUTION LIABILITY
                                                        PRIMARY COVERAGE
                                                        Bodily Injury or Property Damage from a pollution event as defined
                                                        within the policy form resulting from covered operations or completed
                                                        operations of the covered operations
                                                        POLICY LIMITS        $25,000,000 each loss/Total all losses
                                                        Claim Expense (including Defense Costs) within limits.
                                                        DEDUCTIBLE             $10,000
                                                        The party legally responsible for any loss or damage shall, to the extent of
                                                        such responsibility, pay the deductible.
                                         9.1.2.1.4      BUILDERS RISK INSURANCE:
                                                        Primary Coverage: The policy covers materials, supplies, equipment,
                                                        fixtures, structures, and real property to be incorporated into and forming


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CONTRACT # 192-0504-001 Turner Construction/CM @ Risk
Ohlone College Newark Center for Health Sciences and Technology
                                                        a part of the project. The policy includes mold, earthquake and flood
                                                        coverage.
                                                        Policy Limits: The insurance program protects the insured’s interest
                                                        subject to the Estimated Maximum Value of the Project for any one loss
                                                        or occurrence
                                                        Deductible:
                                                        $10,000       per occurrence; chargeable to the account of the respective
                                                        contractor(s) having care, custody and control of the property damaged or
                                                        loss.
                                                        The Builder’s Risk policy shall be endorsed to add CM, General or Prime
                                                        Contractor and all subcontractors as an additional named insured, as their
                                                        interests may appear, and to waive the carrier’s right of recovery under
                                                        subrogation against Construction Manager, General or Prime Contractor
                                                        and all subcontractors whose interest are insured under such policy.
                                                        If a claim results from any construction activity, the CM, General or
                                                        Prime Contractor having care, custody and control of the damaged
                                                        property shall pay the deductible amount. All Builders’ Risk losses will
                                                        be adjusted with and payable to Owner or its Designee for the benefit of
                                                        all parties as their interest may appear.
                                                        Owner shall not be responsible for loss or damage to and will not obtain
                                                        and/or maintain in force insurance on temporary structures, construction
                                                        equipment, tools or personal effects, owned, rented to, or in the care,
                                                        custody and control of CM or Prime Contractor or any subcontractor
                                         9.1.2.1.5      EXCESS GENERAL LIABILITY
                                                        $ 65,000,000 per occurrence
                                                        $ 65,000,000 Aggregate per project
                                         9.1.2.1.6      COVERAGE EXPIRATION. Except for completed operations coverage
                                                        the OCIP insurance will discontinue upon the final payment to CM by
                                                        Owner.
                                                        Coverage may also be discontinued if the Project is substantially delayed
                                                        for an extended period of time, or if the Project is permanently terminated.
                              9.1.2.2 CM FURNISHED INSURANCE
                                         9.1.2.2.1      Automobile Liability Insurance: CM shall maintain, and cause to be
                                                        maintained at its own expense, automobile liability insurance covering the
                                                        use of all owned, non-owned and hired vehicles and with the following
                                                        minimum limits of liability and further providing not less than thirty (30)
                                                        days prior written notice to the District’s Program Administrator or its
                                                        Designee of any material change in the insurance or cancellation or non-
                                                        renewal:
                                                                                                     CM               Sub Contractor
                                                         Bodily Injury and Property Damage       $ 5,000,000          $ 1,000,000
                                                              Combined Single Limit

                                                        The District will be endorsed as an “additional insured” on CM’s and
                                                        subcontractors’ automobile liability policy or policies.
                                         9.1.2.2.2      General Liability Insurance for work away from the Project Site: CM, all
                                                        Contractors and Subcontractors of every tier shall maintain at their own
                                                        expense Commercial General Liability Insurance covering operations
                                                        away from the project site, and which are not otherwise insured under the
                                                        OCIP. The policy form will be nothing less than the standard Commercial
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CONTRACT # 192-0504-001 Turner Construction/CM @ Risk
Ohlone College Newark Center for Health Sciences and Technology
                                                        General Liability insurance policy (Occurrence Form”) with limits no less
                                                        than:
                                                                                                     CM                Sub Contractor
                                                        Per Occurrence                           $ 5,000,000           $ 1,000,000
                                                        General Aggregate                        $ 5,000,000           $ 1,000,000
                                                        Products/Completed
                                                           Operations Aggregate                  $ 5,000,000           $ 1,000,000
                                                        Personal/Advertising
                                                           Injury Aggregate                      $ 5,000,000           $ 1,000,000

                                                        Further the policy will provide not less than thirty (30) days prior written
                                                        notice to District’s Program Administrator or its Designee of any material
                                                        change in the insurance or cancellation or non-renewal.
                                                        CM, all contractors and Subcontractors shall furnish Certificates of
                                                        Insurance evidencing said coverage before commencing work on the
                                                        Project.
                                         9.1.2.2.3      Workers Compensation Insurance for work away from the Project Site:
                                                        To the extent required by law, Cm, all Contractors and Subcontractors of
                                                        every tier shall maintain at their own expense Statutory Workers
                                                        Compensation Insurance and Employer‘s Liability Insurance covering
                                                        operations away from the project site, and which are not otherwise insured
                                                        under the OCIP. The policy form will provide statutory limits as required
                                                        in the Sate of California, include Maritime coverage, if appropriate and
                                                        with Employer’s Liability limits no less than:
                                                        $    1,000,000         bodily injury per accident/employee;
                                                        $    1,000,000         bodily injury per disease/employee;
                                                        $    1,000,000         policy limit by disease.
                                                        Further the policy will provided not less than thirty (30) days prior written
                                                        notice to District's Program Administrator or its Designee of any material
                                                        change in the insurance or cancellation or non-renewal.
                                         9.1.2.2.4      Contractor Construction Equipment Insurance: Any policies maintained
                                                        by the contractor and subcontractors on their owned and/or rented
                                                        equipment and materials shall contain a provision requiring the insurance
                                                        carriers to waive their rights of subrogation against the Owner and all
                                                        other indemnities named in the contract.
                                         9.1.2.2.5      Professional Liability Insurance (Errors & Omissions): CM will procure
                                                        and maintain professional liability insurance covering claims arising out
                                                        of the performance of services under this Agreement.
                                                        Per Occurrence                           $ 2,000,000
                                                        General Aggregate                        $ 5,000,000
                                         9.1.2.2.6      Environmental and Asbestos Abatement Coverages: If this Agreement
                                                        involves the removal of asbestos, the removal/replacement of
                                                        underground tanks or the removal of toxic chemicals and substances, the
                                                        Contractor will be required to provide adequate coverages, with limits not
                                                        less than $1,000,000 per claim basis, for such exposures subject to
                                                        requirements and approval of the District.
                              9.1.2.3 Required forms for OCIP. Failure of a CM, Contractor or Subcontractor to submit
                                      OCIP documents to the OCIP Administrator will result in the Assessment of liquidated
                                      damages against the CM or Contractor in the amount of $200 for each Document.



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CONTRACT # 192-0504-001 Turner Construction/CM @ Risk
Ohlone College Newark Center for Health Sciences and Technology
                                              Form CP-1 - Contractor Profile Form must be completed by CM and every contractor,
                                              of every tier, who will be performing work on the project. The completed form must be
                                              returned to the OCIP administrator prior to the start of your Work on the project.

                                              Form B – Monthly Payroll Report Summary Form must be completed and sent to the
                                              OCIP Administrator by the 10th of the following month summarizing the unburdened
                                              payroll by Workers’ Compensation Class Code. This form must be submitted monthly
                                              until a Contractor’s Notice of Work Termination Form is submitted, even if there was
                                              no on-site work performed.

                                              Form C – Notice of Work Termination All contractors and subcontractors, of every
                                              tier, must complete and submit this form to the OCIP Administrator upon completion of
                                              your work by the 5th work day after the last day of the month including punch list items
                                              under each contract. It is the upper-tier contractor’s responsibility to make sure the
                                              lower-tier subcontractors complete this form. This form notifies the OCIP Program
                                              Manager and the OCIP insurance company that work has been completed under each
                                              contract.
               9.2     District General Liability Insurance. District shall obtain and maintain General Liability Insurance covering
                         District for claims of bodily injury, death or property damage arising out of the Project. Once
                         Construction begins, District General Liability Insurance will be included in the SEWUP Program.
               9.3     Indemnity.
                         9.3.1      CM Indemnity of District. CM shall indemnify, defend and hold harmless the Indemnified
                                    Parties from all claims, demands, liabilities, actions and causes of action arising out of this
                                    Agreement, including without limitation claims for bodily injury, death, physical property
                                    damage (other than to the work of the Project itself and property damage covered by the Builders
                                    Risk Insurance obtained by the District or Trade Contractors) and demands, losses, liabilities or
                                    other claims arising out of CM’s services hereunder or the negligent or willful acts, the
                                    omissions or other conduct of CM. The Indemnified Parties are: the District, the District’s
                                    Board of Trustees and each individual member thereof and the employees, officers, agents and
                                    representatives of the District. The CM’s obligations hereunder shall survive termination of this
                                    Agreement and the completion of obligations hereunder, until barred by the applicable statute of
                                    limitations.
                         9.3.2      District Indemnity of CM. The District shall indemnify, defend and hold harmless CM from all
                                    claims arising out of this Agreement, including without limitation, claims for bodily injury
                                    (including death) and physical property damage (other than to the work of the Project itself and
                                    property damage covered by the Builders Risk Insurance obtained by the Trade Contractors)
                                    which arise out of the negligent or willful acts, work of the omissions or other conduct of the
                                    District.
ARTICLE 10: TERMINATION; SUSPENSION
               10.1      Termination for Default. Either the District or CM may terminate this Agreement upon seven (7)
                         calendar days advance written notice to the other if there is a default by the other Party in its performance
                         of a material obligation hereunder and such default in performance is not caused by the Party initiating
                         the termination. Such termination shall be deemed effective the seventh (7th) day following the date of
                         the written termination notice, unless during such seven (7) day period, the Party receiving the written
                         termination notice shall commence to cure it default(s) and diligently thereafter prosecute such cure to
                         completion. In addition to the District’s right to terminate this Agreement pursuant to the foregoing, the
                         District may terminate this Agreement upon written notice to CM if: (a) CM becomes bankrupt or
                         insolvent, which shall include without limitation, a general assignment for the benefit of creditors or the
                         filing by CM or a third party of a petition to reorganize debts or for protection under any bankruptcy or
                         similar law or if a trustee or receiver is appointed for CM or any of CM’s property on account of CM’s
                         insolvency; or (b) if CM disregards applicable laws, codes, ordinances, rules or regulations. If District
                         exercises the right of termination hereunder, the amount due CM, if any shall be based upon Basic
                         Services, authorized Additional Services and Reimbursable Expenses incurred or provided prior the

     Ohlone Community College District                                                                             18
     CONTRACT # 192-0504-001 Turner Construction/CM @ Risk
     Ohlone College Newark Center for Health Sciences and Technology
                         effective date of the District’s termination of this Agreement, reduced by losses, damages, or other costs
                         sustained by the District arising out of the termination of this Agreement or the cause(s) for termination
                         of this Agreement. Payment of the amount due, if any, shall be made by District only after completion of
                         the Construction Phase of the Project. CM shall remain responsible and liable to District for all losses,
                         damages or other costs sustained by District arising out of termination pursuant to the foregoing or
                         otherwise arising out of CM’s default hereunder, to the extent that such losses, damages or other costs
                         exceed any amount due CM hereunder for Basic Services, Reimbursable Expenses or authorized
                         Additional Services.
               10.2      District’s Right to Suspend. The District may, in its discretion, suspend all or any part of the construction
                         of the Project, work under a Construction Contract or CM’s services hereunder; provided, however, that
                         if the District shall suspend construction of the Project, work under a Construction Contract or CM’s
                         services hereunder for a period of sixty (60) consecutive days or more and such suspension is not caused
                         by CM or the acts or omissions of CM, upon recession of such suspension, the Contract price will be
                         subject to adjustment to provide for actual costs and expenses incurred by CM as a direct result of the
                         suspension and resumption of Project construction or construction under a Construction Contract or CM’s
                         services hereunder.
               10.3      District’s Termination of Agreement for Convenience. The District may, at any time, upon seven (7)
                         calendar days advance written notice to CM terminate this Agreement for the District’s convenience and
                         without fault, neglect or default on the part of CM. In such event, the Agreement shall be deemed
                         terminated seven (7) calendar days after the date of the District’s written notice to CM or such other time
                         as the District and CM may mutually agree upon. In such event, the District shall make payment of the
                         Contract Price to CM for services provided through the date of termination plus actual costs incurred by
                         CM directly attributable to such termination .
               10.4      CM Suspension of Services. If the District shall fail to make payment of the Contract Price when due
                         CM hereunder, CM may, upon seven (7) calendar days advance written notice to the District, suspend
                         further performance of services hereunder until payment in full is received. In such event, CM shall have
                         no liability for any delays or additional costs of Project construction due to, or arising out of, such
                         suspension.
ARTICLE 11: GENERAL
               11.1      Marginal Headings; Captions. The titles of the various Paragraphs of the Agreement and the Articles of
                         these Conditions are for convenience of reference only and are not intended to and in no way shall
                         enlarge or diminish the rights or obligations of CM and District hereunder.
               11.2      Cumulative Rights; No Waiver. Duties and obligations imposed by this Agreement and rights and
                         obligations hereunder are in addition to and not in lieu of any imposed by or available at law or in equity.
                         No action or failure to act by District hereunder shall be deemed a waiver of any right or remedy afforded
                         hereunder or acquiesce or approval of any breach or default by CM.
               11.3      Notices. Notices CM or District are required or desire to serve on the other shall be valid only if
                         addressed to the other as set forth below or as modified by notice hereunder from time to time. Notices
                         shall be effective only if by personal delivery requiring signature acknowledging receipt or by United
                         States Mail Certified, Return Receipt Requested, First Class, postage fully pre-paid. Notices effectuated
                         by personal service shall be deemed effective as of delivery of such notices. Notices effectuated by
                         United States Mail shall be deemed effective the third (3rd) working day after deposit in the United States
                         Mail. Notices hereunder shall be addressed as follows:
                          If to District:
                                   Marian Castaneda
                                   Director of Purchasing, Contract Administration and Auxiliary Services
                                   Ohlone College
                                   43600 Mission Boulevard
                                   Fremont, CA 94539
                          If to CM:
                                   Michael O’Brien

     Ohlone Community College District                                                                             19
     CONTRACT # 192-0504-001 Turner Construction/CM @ Risk
     Ohlone College Newark Center for Health Sciences and Technology
                              Vice President/General Manager
                              Turner Construction Company
                              1625 Clay Street
                              Oakland, CA 94612-1531
          11.4 Disputes.
                    11.4.1    Continuation of CM Services. Except in the event of the District’s failure to make undisputed
                              payment of the Contract Price due CM, notwithstanding any disputes between District and CM
                              hereunder, CM shall continue to provide and perform services hereunder pending a subsequent
                              resolution of such disputes.
                    11.4.2    Mandatory Mediation. All claims, disputes and other matters in controversy between the CM
                              and the District arising out of or pertaining to this Agreement shall be submitted for resolution
                              by non-binding mediation conducted under the auspices of the American Arbitration Association
                              (“AAA”) and the Construction Mediation Rules of the AAA in effect at the time that a Demand
                              For Mediation is filed. The commencement and completion of mediation proceedings pursuant
                              to the foregoing is a condition precedent to either the District or the CM commencing arbitration
                              proceedings pursuant to Article 11.4.3 below.
                    11.4.3    Arbitration. All claims, disputes or other matters in controversy between CM and District
                              arising out of or pertaining to the Project or this Agreement which are not fully resolved through
                              the mandatory mediation set forth above shall be settled and resolved by binding arbitration
                              conducted under the auspices of the AAA’s Construction Industry Arbitration Rules in effect at
                              the time of the filing of a Demand for Arbitration. If any claim or dispute is asserted by the
                              Architect or a Trade Contractor or the District relating to the Project and arising in whole or part
                              out of this Agreement, CM and District agree that any arbitration proceedings initiated between
                              CM and District hereunder shall be consolidated with any arbitration proceedings initiated in
                              connection with such other claim or dispute with the Architect or Trade Contractor.
          11.5      Severability. If any provision of this Agreement is deemed illegal, invalid unenforceable or void by any
                    court of competent jurisdiction, such provision shall be deemed stricken and deleted herefrom, but all
                    remaining provisions will remain and continue in full force and effect.
          11.6      CM Accounting Records. CM shall maintain complete and accurate records of its personnel engaged in
                    performing any service hereunder, personnel expenses, Reimbursable Expenses and other direct costs
                    incurred in connection with performance under this Agreement. Records shall be maintained on the basis
                    of generally accepted accounting principles applied consistently and shall be available for inspection or
                    reproduction by the District upon reasonable request at any time during CM’s performance hereunder.
                    Following completion of the Project and the Agreement or the termination of this Agreement, CM shall
                    maintain accounting records for five (5) years or such longer period required by applicable law, code, rule
                    or regulation, during which time such records shall be available to District or as otherwise required by
                    law, code, rule or regulation for inspection or reproduction.
          11.7      Definitions.
                    11.7.1    Trade Contract. A contract for Construction awarded by the District to a Trade Contractor for
                              the construction of a portion of the Project.
                    11.7.2    Trade Contractor. A Trade Contractor to the District under a Trade Contract awarded by the
                              District for construction of the Project.
                    11.7.3    Design Documents. The Drawings, Specifications, calculations and other work product and
                              Instruments of Service prepared by or on behalf of the Architect for the Project. Design
                              Documents include surveys, soils reports and other documents prepared for the Project by a
                              licensed Architect or registered Engineer, whether under contract to the Architect or District.
                    11.7.4    Architect. The Architect is MBT Architecture. References to the Architect include MBT
                              Architecture and its consultants retained to prepare or provide any portion of the Design
                              Documents.



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CONTRACT # 192-0504-001 Turner Construction/CM @ Risk
Ohlone College Newark Center for Health Sciences and Technology
                    11.7.5    Submittals. Shop Drawings, Product Data or Samples prepared or provided by a Trade
                              Contractor or a Subcontractor to a Trade Contractor or suppliers illustrating some portion of the
                              work of the Project.
                    11.7.6    Site. The physical area for construction and activities relating to construction of the Project.
                    11.7.7    Project Budget. The Project budget is the total costs allocated by the District for bidding and
                              construction of the Project by the Trade Contractors, exclusive of fees and costs of the Architect,
                              CM and other consultants of the District, Site acquisition costs and the costs of furniture,
                              furnishing and/or equipment for the Project which are not included in the scope of the Trade
                              Contracts. The Project Budget established by the District may be modified by the District from
                              time-to-time.
                    11.7.8    Construction Cost Estimates. Construction Cost Estimates are estimates of the then forecasted
                              costs of labor, materials, equipment and services plus a reasonable allowance for the Trade
                              Contractors’ profit, overhead and administrative cost as necessary to complete construction of
                              the Project in accordance with the Design Documents. Construction Cost Estimates shall
                              include estimating contingencies required to properly forecast bid day results.
                    11.7.9    Construction Costs. The costs of labor, materials, equipment (inclusive of the Trade
                              Contractors’ administrative costs/profit) necessary to complete construction of the Project.
                    11.7.10 Project Schedule. The Project Schedule is a written or graphic description prepared by the CM
                            showing the various activities necessary to complete Project construction, and the sequencing of
                            such activities. The Project Schedule shall incorporate each Trade Contractors’ Construction
                            Schedule.
                    11.7.11 Construction Schedule. A Construction Schedule is the written or graphic description of the
                            scheduling, sequencing and interrelationships of activities necessary to complete a Trade
                            Contract. Construction Schedules are prepared by the Trade Contractors for review by the CM
                            and acceptance by the District and for incorporation into the Project Schedule by the CM.
                    11.7.12 Construction Contract Documents. The Contract Documents issued by or on behalf of the
                            District under a Trade Contract for construction of a portion of he Project. Construction
                            Contract Documents include all modifications issued by or on behalf of the District. Unless
                            otherwise expressly stated, references to the Construction Contract Documents are referenced to
                            all of the Contract Documents issued for all of the Trade Contracts awarded for Project
                            construction.
                    11.7.13 Substantial Completion of Trade Contracts. Substantial Completion is when the Work of a
                            Trade Contract has been completed and installed and the Work can be used or occupied for its
                            intended purposes, subject only to minor corrections, repairs or modifications.
                    11.7.14 Final Completion of Trade Contracts. Final Completion is when all of the Work of a Trade
                            Contract has been completed and installed (including items noted for correction, repair or
                            modification upon Substantial Completion) and the Trade Contractor has completed all other
                            obligations to be performed on its part under the Trade Contract.
                    11.7.15 Final Completion of CM Contract: Final completion of CM contract is when all contractual
                            obligations of the CM have been completed and accepted by the District including but not
                            limited to all physical, financial and administrative closeout and statutory acceptance.
                    11.7.16 Emergency: means a sudden, unexpected occurrence that poses a clear and imminent danger,
                            requiring immediate action to prevent or mitigate the loss or impairment of life, health, property,
                            or essential public services. Per Public Contract Code Section 1102
          11.8      Entire Agreement. This Agreement constitutes the entire agreement and understanding between the
                    District and CM concerning the subject matter hereof, replacing and superseding all prior agreements or
                    negotiations, whether written or verbal. No term or condition of this Agreement shall be modified or
                    amended except by writing executed by the District and CM. This Agreement and the following
                    enumerated documents constitute the entirety of the Agreement: the RFP, the RFP Response, Interview


Ohlone Community College District                                                                               21
CONTRACT # 192-0504-001 Turner Construction/CM @ Risk
Ohlone College Newark Center for Health Sciences and Technology
                    Presentation Documents, Exhibit A, Turner Construction Rate Schedule dated 6/2/04 and Exhibit “B”
                    General Conditions Items/Services.




Ohlone Community College District                                                                      22
CONTRACT # 192-0504-001 Turner Construction/CM @ Risk
Ohlone College Newark Center for Health Sciences and Technology
Ohlone Community College District                                 23
CONTRACT # 192-0504-001 Turner Construction/CM @ Risk
Ohlone College Newark Center for Health Sciences and Technology
                                          Exhibit A: Turner Construction Rate Schedule




Ohlone Community College District                                                        24
Contract #192-0504-001 Exhibit A: Turner Rate Schedule
Ohlone College Newark Center For Health Sciences And Technology
             Exhibit “B”, TO CONSTRUCTION MANAGEMENT SERVICES AGREEMENT
   BETWEEN OHLONE COMMUNITY COLLEGE DISTRICT AND TURNER CONSTRUCTION
In accordance with the terms of the Construction Management Services Agreement between Ohlone
Community College District and [CM NAME] (“the CM”), the CM shall provide the following minimum
general conditions items/services in connection with the Project.
Temporary Facilities
   Provide and maintain field office(s) of sufficient size for use by the CM and its personnel engaged in the
   Project, for conducting Project meetings, and for use by the District and its consultants, as detailed below.
   In addition, the field office(s) shall be sufficient to conduct required business with the various trade
   contractors and project visitors, as required. Trailers shall be new or like new and shall be fully heated and
   air-conditioned and serviced to the standards of a professional project office.
   Include a field office for use by the Inspector of Record (the Inspector’s field office may be part of the CM
   field office if of sufficient size and capable of establishing separate locked entrance to the Inspector’s
   portion of the field office.
   Include individual field offices, with door for use by i) Testing and Inspection firm, ii) Architect and for iii)
   Ohlone College Representatives.
   Include a large conference room for project meetings. Assume a minimum of 20 people.
   Include a Plan Room and plan holders.
   Included a room, available to all parties in the CM Compound, to be used to house shared office equipment
   such as copiers, faxes etc.
   Field Office Furniture, Furnishings and Equipment
   Provide and maintain computers, monitors, and printers for CM's own staff as required. Provide and
   maintain fully licensed business and scheduling software for CM's own staff.
   Provide and maintain high speed computer wiring, internet access and power at each field office designated
   above for use by CM staff, Inspector or Record, Testing and Inspections Staff, Architect, Ohlone
   representatives and other Ohlone consultants (assume these individuals will be using their own laptops or
   providing their own computer equipment)
   Provide and maintain telephones at each office and workstation. Provide a high quality conferencing phone
   for the conference room.
   Provide and maintain a high capacity plain paper copier with capacity to reproduce 8½” x 11” paper, 8½” x
   14” paper and ledger size paper at the rate of at least sixty-five (65) pages per minute. Copier shall be
   capable of reducing, enlarging and collating.
   Provide and maintain a plain paper fax machine
   Provide sufficient furniture and file cabinets for each office and general use area.
   Provide and maintain general safety and first aid equipment appropriate for the occupants of the CM
   compound, visitors and walk-ins.
   Provide and maintain a digital video camera for project documentation and possible website transmission.



Ohlone Community College District                                                                  25
Contract #192-0504-001 Exhibit B: General Conditions
Ohlone College Newark Center For Health Sciences And Technology
Utilities
    Provide electrical services within the CM compound. The District will provide point of connection for
    electrical utility service to the CM compound. CM to arrange for installation of temporary distributions to
    the field offices; no charges will be assessed for use of electrical utility service to the CM or Inspector field
    offices unless the District reasonably determines that there is waste or abuse of electrical utility service
    provided by the District.
    Provide telephone, fax and Internet services to the CM compound. Pay for installation and monthly charges.
Consumables and Other Expenses
    Provide paper and other general office supplies
    Provide toner and/or inkjet cartridges as needed for fax machines, copy machines and printers.
    Postage, courier and related services originating from the CM compound
General Project Services
    Trash bins shall be considered as a separate trade contract item and are not to be included in these general
    conditions)
    Trash removal service shall be considered as a separate trade contract item and are not to be included in
    these general conditions.
    Temporary toilets are to be considered as a separate trade contract item and are not to be included in these
    general conditions.
    Fencing is to be considered as a separate trade contract item and is not to be included in these general
    conditions.
    Project signage is to be considered as a separate trade contract item and is not to be included in these
    general conditions.
    Electrical Distribution to the point of connection within the CM compound are either by owner or are to be
    considered as a separate trade contract item, as appropriate, and are not to be included in these general
    conditions.
    Site treatment for vehicular traffic is to be considered as a separate trade contractor item and is not to be
    included in these general conditions.
General Notes
    It is the intent of these general conditions that a fully functioning CM compound be made available to the
    project team. Miscellaneous equipment, consumables etc. shall be included to accomplish the goal of a fully
    functioning CM compound.
    All purchased equipment shall become the property of Ohlone College at the end of the project, at Ohlone's
    option.
All leased equipment shall be at actual cost from third party vendors. All leases are subject to review and
approval of Ohlone College.




 Ohlone Community College District                                                                   26
 Contract #192-0504-001 Exhibit B: General Conditions
 Ohlone College Newark Center For Health Sciences And Technology