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The plaintiff, Joe Shively, brought an action in the circuit court of St. Clair Countyagainst defendants Belleville Township High School District No. 201 (School District), LeoHefner, in his capacity as the superintendent of the School District, and the Board ofEducation, Belleville Township High School District No. 201 (Board). Shively's complaintsought equitable estoppel, a preliminary injunction, and a permanent injunction. Shivelysubsequently added a count for a declaratory judgment against the School District anddefendant Korte Construction Company (Korte).

The Board approved a project to renovate Belleville East High School and toconstruct a new Belleville West High School. Hefner invited five firms to provideconstruction-management services for the project. Two firms submitted proposals, and eachmade presentations to School District representatives. Korte was selected as the constructionmanager. Korte and the School District signed an agreement providing that the constructionmanager would be an agent for the School District.

During a bench trial, Shively voluntarily dismissed counts I, II, and III of hiscomplaint, and Hefner was dismissed as a defendant. With respect to the remaining count,Shively argued that the construction-management agreement between Korte and the SchoolDistrict was awarded without competitive bidding as required by section 10-20.21 of theSchool Code (105 ILCS 5/10-20.21 (West 1998)) and was therefore void. Korte respondedthat a construction-management agreement was not the type of contract which is subject tothe competitive-bidding requirements of section 10-20.21 and that such an agreement comeswithin the professional-services exception contained in section 10-20.21(i) of the SchoolCode (105 ILCS 5/10-20.21(i) (West 1998)).

Doug Sitton, a civil engineer employed by the project's architect, testified that a"construction manager" deals with the construction schedule, cost-estimating, and"constructability," which he explained is the process of evaluating and analyzing how toconstruct a facility in the most cost-effective way, considering the availability of materialsand the owner's schedule. Sitton characterized the services provided by a constructionmanager as being "more like a professional service."

Brian Braun, an attorney who advised the School District in negotiating the terms ofthe construction-management agreement with Korte, testified that the construction-management agreement between the School District and Korte expressly recognized that thebidding process set forth in section 10-20.21 applies to contracts for construction, supplies,and materials, but Braun testified that the construction manager does not perform any of thetrade contractors' work and does not furnish supplies or materials. Braun testified that Kortewas responsible for overseeing the trade contractors' performance but that Korte was not a"constructor" under the agreement. Korte did not have a right to purchase materials.

Lorry Bannes, a civil engineer and a design-and-construction consultant, testified thatthere are three types of recognized project-delivery systems: (1) the traditional general-contractor delivery system, (2) the construction-manager-at-risk delivery system, and (3) theconstruction-manager-advisor delivery system. With the general-contractor delivery system,the architect prepares the plans and specifications and the general contractor is then selectedby competitive bidding where bidding is required. Under the construction-manager-at-riskdelivery system, the construction manager serves as the owner's consultant during the designphase but then becomes a "contractor" by providing the owner a lump sum or guaranteedmaximum price to construct the work per the plans and specifications. Under theconstruction-manager-advisor delivery system, the construction manager remains the owner'sagent and adviser throughout the project.

Bannes testified that a construction manager, whether at-risk or as an advisor,provides various services involving professional skill, including cost-estimating, scheduling,"constructability," "value engineering," and life-cycle cost analysis. Bannes described"value engineering" as a comparative analysis of the relative costs and values of differentavailable options. Bannes indicated that a construction manager provides expert advice onsuch things as how a particular design might impact the schedule, how design details can behandled to take advantage of the relative skills of particular trades, the relative availabilityof different building materials, and how to properly motivate the affected trades of theconstruction market to submit bids. Bannes agreed that architects perform construction-management services, but in his experience, more general contractors perform asconstruction managers than do architects. He did not necessarily think that any generalcontractor would be up to the task of serving as a construction manager, because it wouldrequire a general contractor who has been in the business and looked at competitive bids,knows how to write a contract, is good at supervision, and can share his knowledge in theearly stages of design.

Bannes reviewed the School District/Korte agreement and concluded that it wasclearly an agency form of agreement. Bannes testified that construction management isregarded as a "professional skill or service" in the construction industry.

After initially rejecting Shively's contention that exception (i) to section 10-20.21applied only to contracts with individuals and not corporations, the trial court found that theagreement between Korte and the School District was subject to the competitive-biddingrequirements of section 10-20.21 and that the professional-services exemption did not apply. The court found that nothing introduced by the parties would warrant a finding of anyexpertise above that of a general contractor. Accordingly, the court found the contract void.

On appeal, Korte argues that a construction-management contract is not the type ofcontract subject to the bidding requirements set forth in section 10-20.21 of the School Codeand that a contract for construction-management services is exempt from bidding underexception (i) to section 10-20.21 of the School Code.

Section 10-20.21 of the School Code places the following requirement on schoolboards:

"To award all contracts for purchase of supplies, materials or work[,] orcontracts with private carriers for transportation of pupils involving an expenditurein excess of $10,000 to the lowest responsible bidder, considering conformity withspecifications, terms of delivery, quality[,] and serviceability, after due advertisement,except the following: (i) contracts for the services of individuals possessing a highdegree of professional skill where the ability or fitness of the individual plays animportant part ***." 105 ILCS 5/10-20.21 (West 1998).

Korte contends that the contract it signed with the School District was forconstruction-management services rather than general-contractor services. Korte maintainsthat construction-management services are significantly different from construction work,the former being a professional activity which assists the owner with the planning, costing,and management of the project.

In ruling that the contract between Korte and the School District was subject to thebidding requirements of section 10-20.21 and was not exempt under subsection (i), the trialcourt relied on dicta in East Peoria Community High School District No. 309 v. GrandStage Lighting Co., 235 Ill. App. 3d 756, 601 N.E.2d 972 (1992). In Grand Stage LightingCo., the court addressed the issues of whether a school district was required to ensure thatits general contractor provided a payment bond to cover its subcontractors and whether theschool district could void the contract for a failure to comply with the bidding statute. Before reaching these issues, the court found: "As a preliminary matter, [the generalcontractor] was a general contractor even though it styled itself a 'construction manager.' It hired subcontractors and provided no unique services." Grand Stage Lighting Co., 235Ill. App. 3d at 759, 601 N.E.2d at 974.

Grand Stage Lighting Co. does not support the trial court's ruling. The recitation offacts in Grand Stage Lighting Co. provides no details regarding the nature of the contractor'sduties and obligations. The court found that the contractor performed no unique services,and we presume that the facts support such a finding, but in the absence of a detaileddiscussion of the nature of the contractor's duties under the contract, Grand Stage LightingCo. provides little guidance in the case at bar. Deciding whether a contract falls within theprofessional-services exception is necessarily a fact-driven inquiry. To the extent there werefactual findings in Grand Stage Lighting Co., is clearly distinguishable. In the present case,Korte was hired to provide full agency and fiduciary services to the School District, and thetrade contractors bid directly with the School District, in compliance with the biddingstatute.

Other cases have addressed the issue of whether a contract had to be bid pursuant tothe relevant competitive-bidding statute or whether it was exempt from bidding by virtue ofa professional-services exemption.

In Hassett Storage Warehouse, Inc. v. Board of Election Comm'ns for the City ofChicago, 69 Ill. App. 3d 972, 387 N.E.2d 785 (1979), Hassett Storage Warehouse, Inc.(Hassett), filed suit against the board of election commissioners. Hassett alleged that theboard, in granting a contract for the storage and cartage of election equipment, failed tocomply with the bidding requirements of the Illinois Municipal Code (Ill. Rev. Stat. 1975,ch. 24, par. 8-10-1 et seq.). The trial court dismissed Hassett's complaint, and Hassettappealed. The issue on appeal was whether the contract in question fell within theprofessional-services exception to the competitive-bidding statute. The court in HassettStorage Warehouse, Inc. noted:

"The contract in this case, which was attached to the complaint as an exhibit[,]concerned, inter alia, the safe storage of about 1300 voting machines; the safedelivery of the voting machines and other election equipment to polling places foruse on election days; the collection of voting machines and other election equipmentfrom the polling places and their return to the storage facilities after an election; thepick up of registration binders, ballots[,] and other election equipment from CentralBoard offices, receiving stations[,] and other locations and their safe delivery to theprecincts for use on election days; and the collection of election equipment fromabandoned polling places and delivery to new polling places where required onelection days. The contract specifications total 11 pages, and since there are sixelections during the term of the contract[,] the aforementioned obligations must beperformed at least six times. Even if the statute requiring bids is strictly construed,this contract places a tremendous responsibility on the contractor for the efficientadministration of the electoral process. It requires that trust and confidence be placedin the performer of the contract and requires near perfect performance under extremetime pressures. The failure of a contractor to perform his obligations properly coulddisenfranchise registered voters in an area and do irreparable damage to an election.

By its terms, this contract is one where 'the ability or fitness of the individualplays an important part ***.' " Hassett Storage Warehouse, Inc., 69 Ill. App. 3d at981-82, 387 N.E.2d at 792.

The professional-services exemption in Hassett Storage Warehouse, Inc. is identicalto the one in the case at bar: " 'services of individuals possessing a high degree ofprofessional skill where the ability or fitness of the individual plays an important part.' " Hassett Storage Warehouse, Inc., 69 Ill. App. 3d at 981, 387 N.E.2d at 792 (quoting section8-10-4 of the Illinois Municipal Code (Ill. Rev. Stat. 1975, ch. 24, par. 8-10-4 (now 65 ILCS5/8-10-4 (West 2000)))).

In Compass Health Care Plans v. Board of Education of the City of Chicago, 246 Ill.App. 3d 746, 617 N.E.2d 6 (1992), Compass Health Care Plans (Compass), a health-maintenance organization (HMO), filed a complaint against the Board of Education of theCity of Chicago. The complaint sought mandamus or declaratory relief to require the boardto comply with the competitive-bidding provisions of the School Code in the award ofcontracts to HMOs for the provision of medical benefits to employees of the school system. The court denied the board's motion to dismiss, finding that the contract in question did notfall within the professional-services exception because it did not involve the services ofmedical-care providers. In affirming the trial court, the court in Compass Health Care Plansfound that the contract in question was not for the direct furnishing of medical services butthat it was merely a contract for the administration of an employee health-care program inwhich the employees select their own medical providers from a list of hospitals and doctorsassociated with the HMO. The court further found that the board's decision to contract withcertain HMOs and to discontinue contracts with others was not based upon the professionalskills of the HMOs or the health-care providers associated with the HMOs. Rather, the courtfound that the contracts were awarded based upon the number of enrollees in each of theHMO plans offered to the employees.

In American Health Care Providers, Inc. v. County of Cook, 265 Ill. App. 3d 919,638 N.E.2d 772 (1994), the county sought to obtain health-care coverage for its employees. The county hired a consultant to determine a "request for proposals" to American HMO and25 other companies. The request for proposals generally requested price quotations andadvised the bidders that the contract would be awarded by the county board. AmericanHMO submitted a proposal to the consultant, but the consultant did not conduct anynegotiations with American HMO. Ultimately, the contracts were awarded to other HMOs. American HMO brought suit, arguing, inter alia, that the county failed to competitively bidthe contracts, as required by the Counties Code (55 ILCS 5/1-1001 et seq. (West 1992)) andthe county's purchasing ordinance. The trial court dismissed American HMO's complaint,and American HMO appealed, arguing, inter alia, that the trial court erred in finding thatthe health-care contracts were exempt from the competitive-bidding requirements by virtueof the professional-services exception contained in the relevant bidding laws. The court inAmerican Health Care Providers, Inc. affirmed the trial court's dismissal based upon theprofessional-services exemption to the bidding laws, which exempted from competitivebidding those contracts that were for "the services of individuals possessing a high degreeof professional skill where the ability or fitness of the individual plays an important part." American Health Care Providers, Inc., 265 Ill. App. 3d at 931, 638 N.E.2d at 781. Thecourt in American Health Care Providers, Inc. distinguished Compass Health Care Plans,noting that there were myriad insurance coverages and types of direct service providers fromwhich the county needed to choose a comprehensive health-care plan.

Each of these decisions reviewing the professional-services exception to biddingstatutes focused on the nature of the services provided. Where the services require theexercise of professional and significant business judgment in providing important serviceson behalf of the government body, then the award of those contracts is exempt from thecompetitive-bidding process pursuant to the relevant professional-services exception.

The contract in the present case required Korte to (1) advise the School District onsite selection and on the selection of materials, building systems, and equipment, (2) makerecommendations regarding the availability of materials and labor and advise on the costsof alternative materials and systems, (3) update cost estimates and recommend correctiveaction if the costs might exceed the budget, (4) make recommendations whenever designdetails might adversely affect costs, schedule, or constructability, (5) advise on how todivide the construction work among the bid packages, (6) assist the School District inselecting special consultants and testing laboratories, (7) analyze the types and amounts oflabor needed, review the availability of labor for critical aspects of the project, and makerecommendations accordingly, (8) analyze the contractors' bids and make recommendationsto the School District on contract awards, (9) assist the School District in advertising for bidsand publishing the specifications, (10) make recommendations to the School District and thearchitect for corrective action if the construction falls behind schedule, (11) makerecommendations to the School District when a contractor is not performing satisfactorily,(12) develop cash-flow reports and forecasts and advise the School District regardingvariances between actual and estimated or budgeted costs, (13) review contractor payapplications and certify amounts due, (14) assist the architect in resolving contractor requestsfor interpretations, and (15) review and evaluate contractor claims.

After carefully reviewing the contract and Korte's duties and obligations thereunder,we find that the services Korte was hired to provide go well beyond those which arenormally provided by a general contractor. Korte was hired to serve as an advisor andconsultant to the School District and was vested with considerable discretion in managingall phases of the project. The services Korte was hired to provide require a high degree ofprofessional skill where the ability or fitness of the individual plays an important part. Thus,the professional-services exemption contained in subsection (i) applies, and the SchoolDistrict was not required to bid the contract.

We find support for our position in the approach taken by other jurisdictions indetermining whether construction-management contracts are exempt from the relevantcompetitive-bidding statutes. "The overwhelming majority of jurisdictions which haveaddressed the issue have concluded that construction management contracts which do notcall for the furnishing of equipment, building labor[,] or materials are not subject tocompetitive bidding statutes." McMaster Construction, Inc. v. Board of Regents ofOklahoma Colleges, 934 P.2d 335, 339 (Okla. 1997). The case of Malloy v. BoyertownArea School Board, 540 Pa. 308, 657 A.2d 915 (Pa. 1995), is particularly instructive. InMalloy, the Boyertown Area School Board awarded a construction-management contract toAlexander Construction Management, Inc. (Alexander), to manage and coordinate therenovations and alterations to several buildings in the district. The contract did not requireAlexander to perform any actual physical work. Heidi Malloy, a school district taxpayer,sought to enjoin the execution of the contract because it was not awarded by competitivebidding as required by the Public School Code. The trial court ruled that the contract wasnot subject to the competitive-bidding requirement of the Public School Code on the basisof long-standing Pennsylvania court decisions that have held that contracts for professional-skill services are exempt from the competitive-bidding process.

In upholding the trial court's ruling, the Supreme Court of Pennsylvania noted thejurisdiction's long-standing history of exempting from the normal statutorily requiredcompetitive-bidding process those personal-service contracts requiring a certain degree ofpersonal skill and professional expertise. The court defined exempt professional-skillcontracts as contracts " 'which involve quality as the paramount concern and require arecognized professional and special expertise.' " Malloy, 540 Pa. at 315, 657 A.2d at 919(quoting In re 1983 Audit Report of Belcastro, 528 Pa. 29, 41, 595 A.2d 15, 21 (1991)). Particularly relevant to the present case is the following language:

"[F]or those contracts for which the distinctiveness and quality of service isthe paramount concern, there exists a special relationship between the property ownerand the contractor. In these types of contracts, the contractor owes a special duty ofloyalty to the property owner because the contractor in essence becomes the propertyowner's agent and, therefore, must act in good faith and always in the furtherance ofthe property owner's interests vis-a-vis the other contractors on the project." Malloy,540 Pa. at 315, 657 A.2d at 919.

The court then reviewed some of the duties required of the construction managerunder the contract. Those duties included coordinating the schedule of the architect, owner,and manager; advising the owner on the separation of the project into various categories ofwork; developing schedules and advising the owner on when to purchase material andequipment; providing administrative and management services to coordinate the work of thecontractor; recommending changes to the owner and architect; scheduling and conductingmeetings on administrative matters; providing advice on discrepancies in the drawings andspecifications; and assisting the architect in evaluating the completion of the contractors'work. The court concluded that the construction manager's duties required specializedbusiness and technical judgment and professional skills and expertise and that theconstruction manager's work went directly to the overall success of the project to see thatthe contract was fully complied with as to the quantity and quality of materials andworkmanship.

The duties required of Alexander are very similar to those required of Korte. Korte'sduties, as did Alexander's, require specialized business and technical judgment, and Korte'swork goes directly to the overall success of the project. The same reasoning supporting theMalloy court's holding that the Alexander contract fell within Pennsylvania's judiciallycreated professional-services exception supports our determination that the School District'scontract with Korte falls within the professional-services exemption in section 10-20.21(i)of the School Code's competitive-bidding requirement.

We next address Shively's cross-appeal, wherein he argues that the trial court erredin ruling that the term "individuals" as used in section 10-20.21(i) includes corporations. Shively contends that the language of the statute is clear and unambiguous and that theexemption applies only to contracts with individuals, not corporations.

The cardinal rule of statutory construction is to ascertain and give effect to the trueintent and meaning of the legislature. Cummins v. Country Mutual Insurance Co., 178 Ill.2d 474, 687 N.E.2d 1021 (1997). Exception (i) in section 10-20.21 applies to "contracts forthe services of individuals possessing a high degree of professional skill." 105 ILCS 5/10-20.21(i) (West 1998). A careful reading of the statute demonstrates that the term"individuals" refers to the ones performing the service, not the ones with whom the contractis made. Many individuals offering professional services, such as doctors and lawyers, dobusiness as corporations. To adopt Shively's interpretation of subsection (i) would lead tothe result that contracts for the services of individuals doing business as sole proprietorshipswould be exempt from the bidding requirement, but those doing business as corporationswould have to comply. A statute should not be construed to produce an absurd, unjust, orunreasonable result. In re Application of County Collector of Du Page County for Judgmentfor Taxes for Year 1993, 187 Ill. 2d 326, 718 N.E.2d 164 (1999).

For the foregoing reasons, the judgment of the circuit court of St. Clair County isaffirmed in part and reversed in part, and the cause is remanded for further proceedings notinconsistent with this opinion.

Affirmed in part and reversed in part; cause remanded.

MAAG, P.J., and HOPKINS, J., concur.