Common use of SUBCONTRACTS AND OTHER AGREEMENTS Clause in Contracts

SUBCONTRACTS AND OTHER AGREEMENTS. COMPLIANCE WITH PUBLIC BIDDING STATUTES AND OTHER APPLICABLE LAWS § 9.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager’s own personnel shall be performed under subcontracts or other appropriate agreements with the Construction Manager in accordance with Section 3.1.11. The Owner maintains a list of bidders qualified under Chapter 43 of the Milwaukee County Code of Ordinances (“MCO”) and may designate from such list specific persons from whom, or entities from which, the Construction Manager shall obtain bids. Unless otherwise directed by the Owner, the Construction Manager shall solicit bids on behalf the Owner and manage the bidding process, which management shall include, without limitation, the following activities: (a) separating the Work into appropriate bid packages approved by Owner that conform to Owner’s specifications and applicable law and include, at a minimum, the requirement to comply with Milwaukee County’s Targeted Business Enterprise (TBE) requirements under MCO §42.07, residency requirements under MCO §44.17 and DBE requirements as outlined in Attachment A – Request for Proposal (if applicable); (b) developing and delivering for Owner’s approval a list of bidders qualified under MCO Chapter 43 or which will become qualified prior to submitting a bid; (c) distributing bidding documents; (d) conducting all pre-bid conferences; and (e) directing all bidders to deliver their sealed bids directly to the Owner. Unless otherwise directed or permitted by the Owner, the Construction Manager shall obtain at least three (3) bids for each division or package. The Owner may reject all bids and require that portion of the Work to be rebid. The Owner shall have sole control over the selection of the lowest responsible bidder for each bid package that meets all the qualification requirements. Provided that the Construction Manager meets the qualifications required of all bidders, the Construction Manager may submit its own sealed bid for each bid package. The Owner shall have the right to receive and audit all records of the Construction Manager related to the Project, including without limitation all communications between the Construction Manager and any contractors the Construction Manager has consulted with during the Preconstruction Phase in its development of the bid packages. The Construction Manager shall obtain bids from Subcontractors, and from suppliers of materials or equipment fabricated especially for the Work, who are qualified to perform that portion of the Work in accordance with the requirements of the Contract Documents. The Construction Manager shall deliver such bids to the Architect and Owner with an indication as to which bids the Construction Manager intends to accept. The Owner then has the right to review the Construction Manager’s list of proposed subcontractors and suppliers in consultation with the Architect and, subject to Section 9.1.1, to object to any subcontractor or supplier. Any advice of the Architect, or approval or objection by the Owner, shall not relieve the Construction Manager of its responsibility to perform the Work in accordance with the Contract Documents. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. The Construction Manager shall be responsible for the proper and complete performance of the Work in accordance with the terms and provisions of the Contract Documents, whether performed by the Construction Manager or by the Subcontractors. § 9.1.1 [Intentionally Deleted] If the Guaranteed Maximum Price (or “GMP”) has been established and Wwhen a specific bidder subcontractor or supplier (1) is recommended to the Owner by the Construction Manager; (2) isConstruction Manager has demonstrated to Owner’s satisfaction that such Subcontractor is qualified to perform that portion of the Work; and (3) that Subcontractor has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager may require that a Change Order be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount and time requirement of the subcontract or other agreement actually signed with the person or entity designated by the Owner.

SUBCONTRACTS AND OTHER AGREEMENTS. COMPLIANCE WITH PUBLIC BIDDING STATUTES AND OTHER APPLICABLE LAWS § 9.1 10.1 Those portions of the Work that the Construction Manager Contractor does not customarily perform with the Construction Manager’s Contractor's own personnel shall be performed under subcontracts or other appropriate agreements with the Construction Manager in accordance with Section 3.1.11Subcontractors. The Owner maintains a list of bidders qualified under Chapter 43 of the Milwaukee County Code of Ordinances (“MCO”) and may designate from such list specific persons from whom, or entities from which, the Construction Manager shall obtain bids. Unless otherwise directed by the Owner, the Construction Manager shall solicit bids on behalf the Owner and manage the bidding process, which management shall include, without limitation, the following activities: (a) separating the Work into appropriate bid packages approved by Owner that conform to Owner’s specifications and applicable law and include, at a minimum, the requirement to comply with Milwaukee County’s Targeted Business Enterprise (TBE) requirements under MCO §42.07, residency requirements under MCO §44.17 and DBE requirements as outlined in Attachment A – Request for Proposal (if applicable); (b) developing and delivering for Owner’s approval a list of bidders qualified under MCO Chapter 43 or which will become qualified prior to submitting a bid; (c) distributing bidding documents; (d) conducting all pre-bid conferences; and (e) directing all bidders to deliver their sealed bids directly to the Owner. Unless otherwise directed or permitted by the Owner, the Construction Manager shall obtain at least three (3) bids for each division or package. The Owner may reject all bids and require that portion of the Work to be rebid. The Owner shall have sole control over the selection of the lowest responsible bidder for each bid package that meets all the qualification requirements. Provided that the Construction Manager meets the qualifications required of all bidders, the Construction Manager may submit its own sealed bid for each bid package. The Owner shall have the right to receive and audit all records of the Construction Manager related to the Project, including without limitation all communications between the Construction Manager and any contractors the Construction Manager has consulted with during the Preconstruction Phase in its development of the bid packages. The Construction Manager Contractor shall obtain bids from Subcontractors, Subcontractors and from suppliers of materials or equipment fabricated especially for the Work, who are qualified to perform that portion of the Work in accordance with the requirements of the Contract Documents. The Construction Manager and shall deliver such bids to the Architect and Owner with an indication as to which bids Architect, the Construction Manager intends to acceptand the Owner. The Owner will then has the right to review the Construction Manager’s list of proposed subcontractors and suppliers in consultation determine, with the Architect and, advice of the Contractor and subject to Section 9.1.1, to object to any subcontractor or supplier. Any advice the reasonable objection of the Architect, or approval or objection by the Owner, shall not relieve the Construction Manager of its responsibility to perform the Work in accordance with the Contract Documentswhich bids will be accepted. The Construction Manager owner may designate specific persons or entities from whom the Contractor shall obtain bids; however, if a Guaranteed Maximum Price has been established, the Owner may not prohibit the Contractor from obtaining bids from others. The Contractor shall not be required to contract with anyone to whom the Construction Manager Contractor has reasonable objection. The Construction Manager shall be responsible for the proper and complete performance of the Work in accordance with the terms and provisions of the Contract Documents, whether performed by the Construction Manager or by the Subcontractors. § 9.1.1 [Intentionally Deleted] 10.2 If the a Guaranteed Maximum Price (or “GMP”) has been established and Wwhen a specific bidder subcontractor or supplier among those whose bids are delivered by the Contractor to the Architect (1) is recommended to the Owner by the Construction Manager; Contractor, (2) isConstruction Manager has demonstrated to Owner’s satisfaction that such Subcontractor is qualified to perform that portion of the Work; and (3) that Subcontractor has submitted a bid that which conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, ; then the Construction Manager Contractor may require that a Change Order be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager Contractor and the amount and time requirement of the subcontract or other agreement actually signed with the person or entity designated by the Owner; provided, however, if it is determined that the bid submitted by the Subcontractor recommended by the Contractor was not bona-fide, then no adjustment in the Guaranteed Maximum Price shall be made and the Contractor shall nevertheless utilize the Subcontractor recommended by the Owner. 10.3 Subcontracts or other agreements shall conform to the payment provisions of Paragraphs 12.7 and 12.8, and shall not be awarded on the basis of cost plus a fee. 10.4 Notwithstanding anything to the contrary contained herein, and with the exception of the trades set forth in Exhibit "I", (i) no construction trade related to the Work shall be performed unless and until such construction trade has been submitted to a competitive bidding process whereby no less than three (3) bona-fide bidders participate in the bidding for such trade, (ii) all such construction trades shall be awarded to the lowest bidder unless otherwise approved or directed by the Owner, and (iii) all subcontracts awarded by the Contractor for the Work shall be written on a "lump sum basis" and not on a "cost plus", "cost of the work" or "reimbursable" basis. Notwithstanding the foregoing, the parties hereby agree as follows: (i) The Contractor may be a participant in the bidding for any construction trade; provided (a) the Contractor may not perform any such trade work unless it submitted the lowest bid, (b) the Contractor's bid must be on a lump sum basis and must be submitted to the Construction Manager one (1) business day prior to the date its competitors' bids are due, and (c) if the Contractor is awarded any such work because it submitted the lowest bid, the Contractor shall perform all work outlined in its proposal for an amount equivalent to its lump sum bid and shall not charge the Owner for any such work as a Cost of the Work (other than as a Cost of the Work which is payment toward the Contractor's lump sum bid); and (ii) No affiliate of the Contractor shall be deemed a bona-fide bidder for purposes of the foregoing bidding process, with the exception of PCL Civil Constructors, Inc. 10.5 In reference to the selection of Subcontractors, the Construction Manager shall be entitled to participate with the Contractor in the preparation of the instructions to bidders, supplemental instructions to bidders and bid form, and in the bid solicitation and selection process, and none of the above shall be deemed final until approved by the Construction Manager. The Contractor shall receive and open all bids in the presence of the Construction Manager, and shall share all bid materials received from bidders with the Construction Manager unless otherwise directed by the Owner or the Construction Manager.

SUBCONTRACTS AND OTHER AGREEMENTS. COMPLIANCE WITH PUBLIC BIDDING STATUTES AND OTHER APPLICABLE LAWS § 9.1 10.1 Those portions of the Work that the Construction Manager does not customarily by mutual agreement of Owner and Construction Manager perform with the Construction Manager’s 's own personnel shall be performed under subcontracts or by other appropriate agreements with the Construction Manager in accordance with Section 3.1.11Manager. The Owner maintains a list of bidders qualified under Chapter 43 of the Milwaukee County Code of Ordinances (“MCO”) and may designate from such list specific persons from whom, or entities from which, the Construction Manager shall obtain bids. Unless otherwise directed by the Owner, the Construction Manager shall solicit bids on behalf the Owner and manage the bidding process, which management shall include, without limitation, the following activities: (a) separating the Work into appropriate bid packages approved by Owner that conform to Owner’s specifications and applicable law and include, at a minimum, the requirement to comply with Milwaukee County’s Targeted Business Enterprise (TBE) requirements under MCO §42.07, residency requirements under MCO §44.17 and DBE requirements as outlined in Attachment A – Request for Proposal (if applicable); (b) developing and delivering for Owner’s approval a list of bidders qualified under MCO Chapter 43 or which will become qualified prior to submitting a bid; (c) distributing bidding documents; (d) conducting all pre-bid conferences; and (e) directing all bidders to deliver their sealed bids directly to the Owner. Unless otherwise directed or permitted by the Owner, the Construction Manager shall obtain at least three (3) bids for each division or package. The Owner may reject all bids and require that portion of the Work to be rebid. The Owner shall have sole control over the selection of the lowest responsible bidder for each bid package that meets all the qualification requirements. Provided that the Construction Manager meets the qualifications required of all bidders, the Construction Manager may submit its own sealed bid for each bid package. The Owner shall have the right to receive approve the scope and audit all records content of the Construction Manager related to the Project, including without limitation all communications between the Construction Manager and any contractors the Construction Manager has consulted with during the Preconstruction Phase in its development of the each bid packagespackage. The Construction Manager shall obtain bids (at least three in each trade for subcontracts or Work that Construction Manager desires to self-perform, that is in excess of $25,000) from Subcontractors, prospective subcontractors and from suppliers of materials or equipment fabricated especially for the Work, Work who are qualified to perform that portion of the Work have been identified as bidders as provided below in accordance with the requirements of the Contract Documents. The Construction Manager this Section 10.1 and shall deliver such bids to the Architect and the Owner. The identification of bidders for any bid package shall be made either (i) by joint agreement of Owner with an indication as to which bids the and Construction Manager; or (ii) if Owner and Construction Manager intends to acceptdo not agree upon at least three prospective subcontractors or suppliers for any bid package, such additional subcontractors or suppliers as Owner may, unilaterally and in its sole discretion specify for such bid package. The Owner then will determine which bid from the identified bidders will be accepted, provided that, once the GMP for the Work or the Early Work being bid has been agreed between the right to review Owner and the Construction Manager’s list , the lowest bid received shall be accepted unless another bid is mutually agreed upon by Owner and Construction Manager. Construction Manager acknowledges and agrees that the Owner and Architect may be present at bid packaging strategy meetings, pre-bid meetings and at the receipt and evaluation of proposed subcontractors any subcontract bids and suppliers in consultation at any subsequent interview meetings held with the Architect andapparent low bidders regarding their bid proposals. However, subject such attendance or failure to Section 9.1.1, to object to any subcontractor or supplier. Any advice of the Architect, or approval or objection attend by the Owner, Owner or Architect shall not relieve the Construction Manager of its responsibility to perform ensure that the bids are responsive and complete and shall not entitle the Construction Manager to any increase in the Guaranteed Maximum Price and/or any Separate GMP, as applicable. As soon as practicable after the receipt and evaluation of the applicable subcontract bids, the Construction Manager will prepare a list of recommended Subcontractors for each category of the Work for the Owner's review and approval. The Owner will identify to the Construction Manager, in accordance writing and with reasonable promptness, the Contract DocumentsSubcontractor or supplier that Owner has selected If the Construction Manager proposes to replace a Subcontractor or any other person or entity previously selected to perform any portion of the Work, the Construction Manager shall notify the Owner in writing and shall recommend a substitute and the Construction Manager's reasons for proposing the substitute. The Construction Manager shall not be required to contract with anyone any such proposed person without the prior approval of the Owner. There shall be no change in the GMP as a result of substitution of Subcontractors or suppliers after a GMP or separate GMP including the Work involved in the substitution has been agreed. 10.2 Subcontracts or other agreements shall conform to whom the payment provisions of Sections 12.6 and 12.7, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. Any proposed Subcontract to be awarded on the basis of cost plus a fee shall limit the Subcontractor's recovery of cost to only those costs which are expressly authorized by this Agreement for reimbursement to the Construction Manager. 10.3 All agreements between the Construction Manager and its Subcontractors shall preserve and protect the rights of the Owner under the Contract Documents with respect to the performance of the Work so that the subcontracting thereof will not prejudice such rights. 10.4 The Construction Manager shall pay each Subcontractor, materialman or supplier, within seven (7) days of the receipt of payment from the Owner, out of the amount paid to the Construction Manager pursuant to the Construction Manager's Application for Payment, the full amount itemized in such Application for Payment as intended for work performed by such Subcontractor, materialman or supplier. The Construction Manager shall, by appropriate agreement with each Subcontractor, materialman or supplier, require them to make payments to Sub-subcontractors or their suppliers in similar manner. Construction Manager shall indemnify and hold harmless Owner, Owner's Lenders, Architect and Owner's Consultants and their respective agents and employees from and against all claims, demands, damages, losses and expenses, including without limitation attorneys fees, paid or incurred by Owner in connection with the settlement or defense of any claim by a Subcontractor, Sub-subcontractor, materialman or supplier, arising out of or in connection with the failure of Construction Manager to pay as provided herein, any such Subcontractor, Sub-subcontractor, materialman, supplier or any other person with whom Construction Manager has contracted or who is employed directly or indirectly by Construction Manager, provided Construction Manager has been paid, as required by this Contract, for the Work that is the subject of such claim. 10.5 If any Subcontractor refuses to furnish a release or waiver required by Owner, and or any lender, or any title insurance company to either of them (with respect to Work for which the Owner has made payment to the Construction Manager in the amounts required by this Contract) Construction Manager shall either withhold payment from such Subcontractor or furnish a bond for 150% of the amount claimed and in a form satisfactory to Owner and/or any lender or title insurance company to either of them, to indemnify them against any such lien. In the event a Subcontractor files a mechanic's lien or claim for lien against the Project (and provided Owner has paid Construction Manager as required by this Contract for the Work that is the subject of such lien or claim), Construction Manager shall cause such lien or claim for lien to be formally released, bonded against or satisfied. In the event Construction Manager fails to remove, or provide a satisfactory bond with respect to, any such lien or claim, Owner shall have the right to retain out of any payment then or thereafter to become due to Construction Manager 150% of the amount claimed in such lien or claim to indemnify Owner completely against the costs of the lien or claim for lien that may appear at such time in favor of the person making such lien or claim, which amount shall include reasonable objectionallowances for the projected costs, including but not limited to attorneys' fees, to defend any action in connection therewith or deposits which need to be made to have such lien released against the Project. Upon the settlement of such claim, any excess monies held by Owner from such security shall be paid to Construction Manager. Construction Manager shall similarly indemnify, protect, and defend Owner in respect of any lien or claim for lien in favor of any person claiming by, through, or under it, including, among others, its Subcontractors that may appear after Final Payment has been made by Owner to Construction Manager in the amounts required by this Contract. The Construction Manager shall be responsible for have the proper and complete performance right to contest any lien or claim covered by this Section, provided the Construction Manager has bonded over such lien or claim. 10.6 In the event of the Work in accordance with termination of this Contract by the terms and provisions Owner because of the Contract Documents, whether performed by default of the Construction Manager or by for the Subcontractors. § 9.1.1 [Intentionally Deleted] If convenience of the Guaranteed Maximum Price (Owner, the Construction Manager shall assign those subcontracts, or “GMP”) has been established purchase or rental agreements, which the Owner, in its sole discretion, directs. While this provision shall constitute a present assignment of Construction Manager's rights with respect to any and Wwhen a specific bidder subcontractor or supplier (1) is recommended all such subcontract agreements and commitments which Owner so chooses to assume, the Construction Manager, upon request from Owner, shall promptly execute and deliver to the Owner written assignments of such subcontracts, agreements and commitments which the Owner in its sole discretion so chooses to take by the assignment. All of Construction Manager; (2) isConstruction Manager has demonstrated 's agreements with Subcontractors and suppliers shall provide for this assignment, and shall provide that Owner shall only be responsible to Owner’s satisfaction those Subcontractors or Suppliers for payment for that work performed after the date of any such assignment and that the Subcontractor is qualified shall look solely to perform that portion of the Work; and (3) that Subcontractor has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager may require that a Change Order be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and not to Owner or the amount and time requirement Project for the payment of any amounts due for work performed prior to such assignment, or for the performance of any other obligations under the applicable subcontract or other agreement actually signed with the person or entity designated by the Ownerarising prior to such assignment.

SUBCONTRACTS AND OTHER AGREEMENTS. COMPLIANCE WITH PUBLIC BIDDING STATUTES AND OTHER APPLICABLE LAWS § 9.1 10.1. Those portions of the Work that the Construction Manager Contractor does not customarily perform with the Construction Manager’s Contractor's own personnel shall be performed under subcontracts or by other appropriate agreements with the Construction Manager in accordance with Section 3.1.11Contractor. The Owner maintains a list of bidders qualified under Chapter 43 of the Milwaukee County Code of Ordinances (“MCO”) and may designate from such list specific persons from whom, or entities from which, the Construction Manager shall obtain bids. Unless otherwise directed by the Owner, the Construction Manager shall solicit bids on behalf the Owner and manage the bidding process, which management shall include, without limitation, the following activities: (a) separating the Work into appropriate bid packages approved by Owner that conform to Owner’s specifications and applicable law and include, at a minimum, the requirement to comply with Milwaukee County’s Targeted Business Enterprise (TBE) requirements under MCO §42.07, residency requirements under MCO §44.17 and DBE requirements as outlined in Attachment A – Request for Proposal (if applicable); (b) developing and delivering for Owner’s approval a list of bidders qualified under MCO Chapter 43 or which will become qualified prior to submitting a bid; (c) distributing bidding documents; (d) conducting all pre-bid conferences; and (e) directing all bidders to deliver their sealed bids directly to the Owner. Unless otherwise directed or permitted by the Owner, the Construction Manager shall obtain at least three (3) bids for each division or package. The Owner may reject all bids and require that portion of the Work to be rebid. The Owner shall have sole control over the selection of the lowest responsible bidder for each bid package that meets all the qualification requirements. Provided that the Construction Manager meets the qualifications required of all bidders, the Construction Manager may submit its own sealed bid for each bid package. The Owner shall have the right to receive and audit all records of the Construction Manager related to the Project, including without limitation all communications between the Construction Manager and any contractors the Construction Manager has consulted with during the Preconstruction Phase in its development of the bid packages. The Construction Manager Contractor shall obtain bids from Subcontractors, Subcontractors and from suppliers of materials or equipment fabricated especially for the Work, who are qualified to perform that portion of the Work in accordance with the requirements of the Contract Documents. The Construction Manager and shall deliver such bids to the Architect and Owner with an indication as to which bids the Construction Manager intends to acceptOwner. The Owner will then has the right to review the Construction Manager’s list of proposed subcontractors and suppliers in consultation determine, with the Architect and, advice of the Contractor and subject to Section 9.1.1, to object to any subcontractor or supplier. Any advice the reasonable objection of the Architect, which bids will be accepted. The Owner may designate specific persons or approval or objection entities from whom the Contractor shall obtain bids; however, if a Guaranteed Maximum Price has been established, the Owner may not prohibit the Contractor from obtaining bids from others if the bid from the person specified by the Owner, shall not relieve Owner exceeds the Construction Manager cost allocated to the portion of its responsibility to perform the Work to be performed by such person; provided, however, that in accordance with no event shall the Contract DocumentsContractor obtain bids from persons or entities who are involved in a threatened, pending or on-going labor dispute. The Construction Manager Contractor shall not be required to contract with anyone to whom the Construction Manager Contractor has reasonable objection. The Construction Manager shall be responsible for the proper and complete performance of the Work in accordance with the terms and provisions of the Contract Documents, whether performed by the Construction Manager or by the Subcontractors. § 9.1.1 [Intentionally Deleted] 10.2. If the a Guaranteed Maximum Price (or “GMP”) has been established and Wwhen a specific bidder subcontractor or supplier among those whose bids are delivered by the Contractor to the Architect (1) is recommended by the Owner to the Owner by the Construction ManagerContractor; (2) isConstruction Manager has demonstrated to Owner’s satisfaction that such Subcontractor is qualified to perform that portion of the Work; and (3) that Subcontractor has submitted a bid that which conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, ; then the Construction Manager Contractor may require that a Change Order be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager Contractor and the amount and time requirement of the attributable to such subcontract or other agreement actually signed with in the person or entity designated original Schedule of Values submitted by the Contractor and accepted by the Owner. 10.3. Subcontracts or other agreements shall conform to the payment provisions of Paragraphs 12 7 and 12.8, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. 10.4. Except as otherwise agreed in writing by both parties hereto, the Contractor must competitively bid any trade Work that the Contractor wishes to perform with the Contractor's own forces, or through an Affiliate, and shall obtain no less than two (2) additional responsive bids from responsible Subcontractors acceptable to the Owner. The Contractor, or an Affiliate, shall be permitted to perform such trade Work only if (i) the Owner consents thereto in writing after full disclosure in writing by the Contractor to the Owner of the affiliation or relationship of Affiliate to the Contractor; and (ii) the Owner approves in writing any subcontract, contract, purchase order, agreement or other arrangement between the Contractor and such Affiliate in form and substance. In no event will the Contractor be permitted to charge any overhead, profit or other form of xxxx-up or fee as a general contractor for trade Work performed with its own forces or an Affiliate including, without limitation, the Contractor's Fee under Paragraph 5.1 of this Agreement. Any trade Work performed by the Contractor’s own forces or by an Affiliate, if required by the Owner, shall be covered in a separate agreement between the Owner and the Contractor or the Affiliate. Such agreement shall, without limitation, satisfy all requirements for Subcontracts as set forth in Paragraph 5.3.1 of the General Conditions. The term “Affiliate” is hereby deemed to mean any party or entity related to or affiliated with the Contractor or in which the Contractor has direct or indirect ownership or control, including, without limitation: (i) any entity owned in whole or in part by the Contractor; (ii) any party or entity with more than a ten percent (10%) interest in the Contractor; and (iii) any entity in which any officer, director, employee, partner or shareholder (or member of the family of any of the foregoing persons) of the Contractor or any entity owned bythe Contractor has a direct or indirect interest.

SUBCONTRACTS AND OTHER AGREEMENTS. COMPLIANCE WITH PUBLIC BIDDING STATUTES AND OTHER APPLICABLE LAWS § 9.1 Those portions of the Work that the Construction Manager Contractor does not customarily perform with the Construction ManagerContractor’s own personnel shall be performed under subcontracts or by other appropriate agreements with Contractor. Contractor may self-perform Work only with the Construction Manager in accordance with Section 3.1.11prior written approval of Owner and subject to the provisions of this Paragraph 10.1. The Owner maintains a list of bidders qualified under Chapter 43 All portions of the Milwaukee County Code of Ordinances (“MCO”) Work including, but not limited to, Contractor’s own labor costs, all trade Work, all Work that Contractor wishes to perform with Contractor’s own forces or through a related party, and may designate from such list specific persons from whomall equipment to be rented or purchased, or entities from which, the Construction Manager shall be competitively bid. Contractor shall obtain bids. Unless otherwise directed by the Owner, the Construction Manager shall solicit responsive bids on behalf the Owner and manage the bidding process, which management shall include, without limitation, the following activities: (a) separating for each component of the Work into appropriate bid packages approved by Owner that conform to Owner’s specifications and applicable law and include, at a minimum, the requirement to comply with Milwaukee County’s Targeted Business Enterprise (TBE) requirements under MCO §42.07, residency requirements under MCO §44.17 and DBE requirements as outlined in Attachment A – Request for Proposal (if applicable); (b) developing and delivering for Owner’s approval a list of bidders qualified under MCO Chapter 43 or which will become qualified prior to submitting a bid; (c) distributing bidding documents; (d) conducting all pre-bid conferences; and (e) directing all bidders to deliver their sealed bids directly to the Owner. Unless otherwise directed or permitted by the Owner, the Construction Manager shall obtain from at least three (3) competent and licensed bidders acceptable to Owner with local experience of similar scope and magnitude. Contractor shall furnish those bids to Owner for each division or packagereview and approval. The Owner may reject all Those bids shall indicate both the proposed price/cost, and require that the proposed scope/portion of the Work included therein. Owner will then determine which bids will be accepted, with the advice of Contractor and the Architect/Engineer, if requested. Upon Owner’s request, Contractor shall solicit additional bids. Owner may designate specific persons or entities from whom Contractor shall or shall not obtain bids; however, Contractor shall not be required to be rebidcontract with anyone to whom Contractor has reasonable objection. The Owner shall have sole control over the Owner’s approval or selection of a bid or Subcontractor or Sub-subcontractor shall in no way make Owner liable or responsible for the lowest responsible bidder for each bid package that meets all the qualification requirements. Provided that the Construction Manager meets the qualifications required of all bidders, the Construction Manager may submit its own sealed bid for each bid package. The Owner shall have the right to receive and audit all records actions or omissions of the Construction Manager related bidder or Subcontractor or Sub-subcontractor. Subcontracts or other agreements shall conform to the Project, including payment provisions of this Agreement and shall not be awarded on the basis of cost plus a fee without limitation all communications between the Construction Manager prior consent of Owner. If a Guaranteed Maximum Price has been established and any contractors the Construction Manager has consulted with during the Preconstruction Phase in its development of the bid packages. The Construction Manager shall obtain a specific competent bidder among those whose bids from Subcontractors, and from suppliers of materials or equipment fabricated especially for the Work, who are delivered by Contractor (1) is recommended to Owner by Contractor; (2) is qualified to perform that portion of the Work in accordance with the all requirements of the Contract Documents. The Construction Manager shall deliver such bids to the Architect Documents (including, without limitation, insurance and Owner with an indication as to which bids the Construction Manager intends to accept. The Owner then has the right to review the Construction Manager’s list of proposed subcontractors and suppliers in consultation with the Architect and, subject to Section 9.1.1, to object to any subcontractor or supplier. Any advice of the Architect, or approval or objection by the Owner, shall not relieve the Construction Manager of its responsibility to perform the Work in accordance with the Contract Documents. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. The Construction Manager shall be responsible for the proper and complete performance of the Work in accordance with the terms and provisions of the Contract Documents, whether performed by the Construction Manager or by the Subcontractors. § 9.1.1 [Intentionally Deleted] If the Guaranteed Maximum Price (or “GMP”) has been established and Wwhen a specific bidder subcontractor or supplier (1) is recommended to the Owner by the Construction Manager; (2) isConstruction Manager has demonstrated to Owner’s satisfaction that such Subcontractor is qualified to perform that portion of the Workbonding requirements); and (3) that Subcontractor has submitted a bid that which conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager Contractor may require that a Change Order be issued to adjust the Contract Time and the Guaranteed Maximum Price GMP by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager Contractor and the amount and time requirement of the subcontract or other agreement actually signed with the person or entity designated by Owner. Any such request to adjust the Guaranteed Maximum Price by Contractor must be made in writing prior to award of the applicable subcontract. Contractor shall be vigilant and proactive in resolving any issues caused by deficient and/or untimely performance by any Subcontractor with which Contractor has contracted. Contractor’s failure to resolve such issues by properly supervising, coordinating and, if necessary, supplementing the Work of underperforming Subcontractors shall be deemed a material breach of this Agreement by Contractor. Contractor shall provide a true and accurate copy of each and every fully executed subcontract to Owner, along with all change orders thereto. Except as set forth in Paragraphs 12.4.4 and 12.5 of this Agreement, Contractor shall not impose and hold back a greater percentage of retainage on its Subcontractors than Owner imposes and withholds on Contractor, unless previously approved in writing by Owner, which approval shall not be unreasonably withheld.

SUBCONTRACTS AND OTHER AGREEMENTS. COMPLIANCE WITH PUBLIC BIDDING STATUTES AND OTHER APPLICABLE LAWS § 9.1 10.1 Those portions of the Work that the Construction Manager CM/GC does not customarily perform with the Construction ManagerCM/GC’s own personnel shall be performed under subcontracts or by other appropriate agreements with the Construction Manager in accordance with Section 3.1.11CM/GC. The Owner maintains a list of bidders qualified under Chapter 43 of the Milwaukee County Code of Ordinances (“MCO”) and may designate from such list specific persons from whom, or entities from which, the Construction Manager CM/GC shall obtain bids. Unless otherwise directed by the Owner, the Construction Manager For Work exceeding § 10.1.1 Bids shall solicit bids on behalf the Owner and manage the bidding process, which management shall include, without limitation, the following activities: (a) separating the Work into appropriate bid packages approved by Owner that conform to Owner’s specifications and applicable law and include, at a minimum, the requirement to comply with Milwaukee County’s Targeted Business Enterprise (TBE) requirements under MCO §42.07, residency requirements under MCO §44.17 and DBE requirements as outlined in Attachment A – Request for Proposal (if applicable); (b) developing and delivering for Owner’s approval a list of bidders qualified under MCO Chapter 43 or which will become qualified prior to submitting a bid; (c) distributing bidding documents; (d) conducting all only be obtained from companies pre-bid conferences; qualified by CM/GC to ensure the company is financially responsible, has successfully completed equivalent work for others in a quality manner, and (e) directing all bidders has adequate resources and staff. CM/GC will provide to deliver their sealed bids directly to the Owner. Unless otherwise directed or permitted by the Owner, the Construction Manager shall obtain at least three (3) bids for each division or package. The Owner may reject all bids and require that portion a monthly buyout log of the Work to be rebidsubcontracts. The Owner shall have sole control over then determine, with the selection advice of the lowest responsible bidder for each bid package that meets all the qualification requirements. Provided that the Construction Manager meets the qualifications required of all biddersCM/GC and Engineer, the Construction Manager may submit its own sealed bid for each bid package. The Owner shall have the right to receive and audit all records of the Construction Manager related to the Project, including without limitation all communications between the Construction Manager and any contractors the Construction Manager has consulted with during the Preconstruction Phase in its development of the bid packages. The Construction Manager shall obtain bids from Subcontractors, and from suppliers of materials or equipment fabricated especially for the Work, who are qualified to perform that portion of the Work in accordance with the requirements of the Contract Documents. The Construction Manager shall deliver such bids to the Architect and Owner with an indication as to which bids the Construction Manager intends to accept. The Owner then has the right to review the Construction Manager’s list of proposed subcontractors and suppliers in consultation with the Architect and, subject to Section 9.1.1, to object to any subcontractor or supplierwill be accepted. Any advice of the ArchitectEngineer, or approval or objection by the Owner, shall not relieve the Construction Manager CM/GC of its responsibility to perform the Work in accordance with the Contract Documents. The Construction Manager CM/GC shall not be required to contract with anyone to whom the Construction Manager CM/GC has reasonable objection, provided the CM/GC objects in writing within seven (7) days. § 10.1.2 Relative to the Owner’s receipt of the bid analysis spreadsheets, as described in in this Section, it shall be understood that the Owner will not have responsibility to review or respond to any of the technical aspects of the bids or bidders qualifications, or determine whether all bids are complete and in compliance with the Contract Documents. The Construction Manager Owner is relying exclusively on the CM/GC’s expertise in such review and analysis, and filling holes, coordination of bids with other trades, and establishing the GMP. Under no circumstance shall be responsible for any Owner review relieve the proper CM/GC of obligations under the Contract Documents. § 10.1.3 CM/GC shall notify Owner if it intends to self-perform any Work and complete performance of the Work obtain prior written consent in accordance with this Agreement. CM/GC shall bid all Work prior to self-performing any Work if such Work is not customarily performed with CM/GC’s own personnel. Should the terms and provisions of Owner agree to allow the Contract Documents, whether performed by the Construction Manager or by the Subcontractors.CM/GC to self-perform § 9.1.1 [Intentionally Deleted] If the Guaranteed Maximum Price (or “GMP”) has been established and Wwhen 10.1.4 When a specific bidder subcontractor Subcontractor or supplier (1) is recommended to the Owner by the Construction ManagerCM/GC; (2) isConstruction Manager has demonstrated to Owner’s satisfaction that such Subcontractor is qualified to perform that portion of the Work; and (3) that Subcontractor has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager CM/GC may require that a Change Order be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager CM/GC and the amount and time requirement of the subcontract or other agreement actually signed with the person or entity designated by the Owner.

SUBCONTRACTS AND OTHER AGREEMENTS. COMPLIANCE WITH PUBLIC BIDDING STATUTES AND OTHER APPLICABLE LAWS § 9.1 10.1 Those portions of the Work that the Construction Manager Contractor does not customarily perform with the Construction Manager’s Contractor's own personnel shall be performed under subcontracts or by other appropriate agreements with the Construction Manager in accordance with Section 3.1.11Contractor. The Owner maintains a list of bidders qualified under Chapter 43 of the Milwaukee County Code of Ordinances (“MCO”) and may designate from such list specific persons from whomAll Subcontracts, or entities from which, the Construction Manager shall obtain bids. Unless otherwise directed by the Owner, the Construction Manager shall solicit bids on behalf the Owner and manage the bidding process, which management shall includeincluding, without limitation, purchase orders shall be awarded on the basis of competitive bids submitted by prospective Subcontractors according to the following activities: procedure: 10.1.1 Contractor shall invite bids from proposed Subcontractors on a timely basis so as to meet the requirements of the Schedule. Contractor shall notify Architect, Owner's Consultants and Owner of the schedule for requesting bids. Upon receiving such bids, Owner and Contractor shall jointly open such bids. Contractor shall then analyze all such bids and make recommendations to Owner for awards, accompanying its recommendation with all pertinent data, (aincluding information concerning the three best bids for the particular trade or material) separating required for decision upon the award, and certifying that, to the best of its knowledge, the bid of the recommended proposed Subcontractor is bona fide, fair and reasonable. If the bids submitted by the Contractor for any trade or portion of the Work into appropriate bid packages approved by Owner that conform to Owner’s specifications and applicable law and include, at a minimumall exceed the budgeted line item therefor in the Project budget, the requirement to comply with Milwaukee County’s Targeted Business Enterprise (TBE) requirements under MCO §42.07Owner may request, residency requirements under MCO §44.17 and DBE requirements as outlined in Attachment A – Request for Proposal (if applicable); (b) developing and delivering for Owner’s approval a list of bidders qualified under MCO Chapter 43 or which will become qualified prior to submitting a bid; (c) distributing bidding documents; (d) conducting all pre-bid conferences; and (e) directing all bidders to deliver their sealed bids directly to upon such request the Owner. Unless otherwise directed or permitted by the OwnerContractor shall obtain, the Construction Manager shall obtain at least three (3) bids for each division or packageadditional bids. The Owner may reject all designate specific persons or entities from whom the Contractor shall obtain bids; however, the Owner may not prohibit the Contractor from obtaining bids and require that portion of the Work to be rebidfrom others. The Owner shall have sole control over the selection of the lowest responsible bidder for each bid package that meets all the qualification requirements. Provided that the Construction Manager meets the qualifications required of all bidders, the Construction Manager may submit its own sealed bid for each bid package. The Owner shall have the right to receive and audit all records of the Construction Manager related to the Project, including without limitation all communications between the Construction Manager and any contractors the Construction Manager has consulted with during the Preconstruction Phase in its development of the bid packages. The Construction Manager shall obtain bids from Subcontractors, and from suppliers of materials or equipment fabricated especially for the Work, who are qualified to perform that portion of the Work in accordance with the requirements of the Contract Documents. The Construction Manager shall deliver such bids to the Architect and Owner with an indication as to which bids the Construction Manager intends to accept. The Owner then has the right to review the Construction Manager’s list of proposed subcontractors and suppliers in consultation with the Architect and, subject to Section 9.1.1, to object to any subcontractor or supplier. Any advice of the Architect, or approval or objection by the Owner, shall not relieve the Construction Manager of its responsibility to perform the Work in accordance with the Contract Documents. The Construction Manager Contractor shall not be required to contract with anyone to whom the Construction Manager Contractor has reasonable objection. The Construction Manager . 10.1.2 Failure of Owner to respond to Contractor's recommendation with respect to a particular proposed Subcontractor within fifteen (15) days from the date of Owner's receipt thereof shall be responsible for constitute rejection of such proposed Subcontractor by Owner. 10.1.3 When Owner has determined the proper award to any proposed Subcontractor, Contractor shall Contract solely in its own name and complete performance behalf and not in the name or behalf of the Work in accordance Owner with the terms and provisions of the Contract Documents, whether performed by the Construction Manager or by the Subcontractorsspecified Subcontractor. § 9.1.1 [Intentionally Deleted] If 10.1.4 Contractor shall not make any substitution for any Subcontractor or person or organization who has been approved by Owner unless the substitution is approved by Owner, or unless Subcontractor is guilty of a material breach of its Subcontract. No increase in the Guaranteed Maximum Price (or “GMP”) has been established and Wwhen a specific bidder subcontractor or supplier (1) is recommended to the Owner by the Construction Manager; (2) isConstruction Manager has demonstrated to Owner’s satisfaction that Cost will be granted for any such Subcontractor is qualified to perform that portion of the Work; and (3) that Subcontractor has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager may require that a Change Order be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount and time requirement of the subcontract or other agreement actually signed with the person or entity designated by the OwnerContractor-instituted substitution.