Attachment A

District-CM/GC Contract Page 1 of 33 Rev. 062226

CONSTRUCTION MANAGER/GENERAL CONTRACTOR (CM/GC) CONTRACT

between

SCHOOL DISTRICT NO. 1J, MULTNOMAH COUNTY, OREGON

(PORTLAND PUBLIC SCHOOLS)

and

FULL, LEGAL NAME OF CONTRACTOR

Contract No. C

THIS CONTRACT SHALL BE BINDING ON DISTRICT ONLY IF IT IS

SIGNED BY THE CONTRACT PROCESS MANAGER OR AUTHORIZED DESIGNEE

This Construction Manager / General Contractor (“CM/GC”) Contract (“Contract”) is made by and between School District No. 1J, Multnomah County, Oregon (“Portland Public Schools” or “District” or “Owner” or “District Authorized Representative”) and Full, legal name of Contractor (“Contractor”) to provide construction services on the following (“Project”), briefly described below:

The Project is:

The Architect on this Project is:

The parties agree as follows:

CONTRACTOR DATA

Contractor must submit a completed “Request for Taxpayer Identification Number and Certification” (Form W-9) with this signed Contract. Payment information will be reported to the Internal Revenue Service under the name and TIN or SSN, whichever is applicable, provided by Consultant. Contractor shall be responsible for all federal, state, and local taxes and any and all fees applicable to payments for Work under this Contract.

Full Business Name: Full, legal name of Contractor Contractor Contact Person:

Address:

City, State, ZIP:

Business Telephone:

Email:

Oregon CCB License Number:

Contractor certifies under penalty of perjury that Contractor is a:

Sole Proprietor Corporation Limited Liability Company

Partnership Other [describe: ]

District Point of Contact: Name of Dept./School Contract Manager (Email prefix@pps.net), Name of Dept./School, Portland Public Schools, P.O. Box 3107, Portland, Oregon 97208-3107

*All information in this contract is subject to public records law. Please contact the District Point of Contact listed above if you have questions.

District-CM/GC Contract Page 2 of 33 Rev. 062226

TABLE OF CONTENTS

1. DEFINITIONS

2. CONTRACT DOCUMENTS

3. PERFORMANCE AND PAYMENT BONDS

4. WORK OF THE CONTRACT

5. RELATIONSHIP AND ROLES OF THE PARTIES

6. DATE OF COMMENCEMENT; SUBSTANTIAL AND FINAL COMPLETION

7. FEES, CONTRACT SUM AND GMP

8. CHANGES IN THE WORK

9. COST OF THE WORK (To Be Reimbursed)

10. COSTS EXCLUDED FROM COST OF WORK (Not To Be Reimbursed)

11. DISCOUNTS, REBATES AND REFUNDS

12. PORTLAND PUBLIC SCHOOLS EQUITY IN PUBLIC PURCHASING & CONTRACTING POLICY

13. DISTRICT SPECIFIC INSURANCE PROGRAM

14. SUBCONTRACTS AND OTHER CONTRACTS

15. ACCOUNTING RECORDS

16. PROGRESS PAYMENTS

17. FINAL PAYMENT

18. TERMINATION OR SUSPENSION

19. REPRESENTATIONS, WARRANTIES AND CERTIFICATIONS

20. NON-DISCRIMINATION CLAUSE

21. MISCELLANEOUS

ATTACHED EXHIBITS

Exhibit A - General Conditions to the Contract Exhibit B - Scope of Pre-Construction Services Exhibit C - Allowable Cost of Work Matrix Exhibit D - Performance and Payment Bond Forms Exhibit E - Conditional & Unconditional Waiver and Release Exhibit F – Proposal Response to RFP Exhibit G - Career Learning Equity Exhibit H - Contractor Workforce Equity Exhibit I - Respectful Workplace Program Exhibit J – District Specific Insurance Program (DSIP) Manual Exhibit K – DSIP Enrollment Forms Exhibit L - GMP Amendment (Guaranteed Maximum Price) Exhibit M - Draft BIM Standards

District-CM/GC Contract Page 3 of 33 Rev. 062226

Exhibit N - Sample Application for Payment Exhibit O - District Milestone Schedule

District-CM/GC Contract Page 4 of 33 Rev. 062226

The District and CM/GC agree as set forth below:

1. DEFINITIONS

Except as expressly defined or modified below or elsewhere in this CM/GC Contract (“CM/GC Contract”), all capitalized terms shall have the meanings set forth in the General Conditions attached as Exhibit A hereto (the "General Conditions"). The terms below are expressly defined as follows:

a. Affiliate. Affiliate is defined in ORS 279C.332(1) and means a person that, directly or indirectly through one or more intermediaries, in controlled by or is under common control with another person.

b. Allowances. Allowances shall mean the allowance amounts shown in the GMP Supporting Documents, together with such further allowances as may be developed by the parties as the Project progresses.

c. Amendment. Amendment shall mean a written modification of the Contract (including without limitation any agreed change to the GMP), identified as an Amendment, and executed by CM/GC and the District.

d. Business Days. Business Days shall mean every day except Saturday, Sunday, and the legal holidays recognized for employees of Portland Public Schools.

e. Change Order. Change Order shall mean a written modification of the Contract under Section D.1 of the General Conditions (including without limitation any agreed change to GMP), identified as a Change Order and executed by the District and CM/GC, provided, however, that a Change Order shall not be effective to modify any price or Contract value stated in the Contract, including any Early Work Price, the Contract Sum, or the GMP, unless and until the Change Order is included in an executed Amendment to the GMP Amendment.

f. Construction Manager/General Contractor (or "CM/GC") means the person that provides construction manager/general contractor services to the District under a public improvement contract.

g. Construction Manager/General Contractor Services (or “CM/GC Services”) is defined in ORS 279C.332(3) as applied in this CM/GC Contract.

h. CM/GC Field Work. CM/GC Field Work shall mean customary layout, clean up, supervision, and portions of the Work of a minor nature and not feasibly part of the subcontracted work due to: exclusions by the subcontractor not resolved through the process described in Section 14.c., undeveloped design owing to deviations in Work performed or materials delivered by subcontractors or suppliers that do not represent defective or nonconforming work, a breach or failure to perform by the subcontractor or supplier, complexity of coordination of the Work, and other similar reasons typically providing cause for “pick-up” or GC Work under industry standards; provided, however, that (i) the CM/GC has reasonably determined that doing such portion of the Work itself is in the best interests of District, (ii) such Work is identified as CM/GC Field Work in monthly billings and (iii) CM/GC receives prior approval from District as to the scope of such CM/GC Field Work.

i. Construction Management (“CM”) Services. Construction Management Services shall have the meaning given in Section 4.c. below.

j. Construction Documents. Construction Documents are those documents that are used specifically for the construction of the Work and are a part of the Contract Documents.

k. Construction Phase. The Construction Phase shall mean the period commencing on the District's execution of a GMP Amendment or Early Work Amendment, together with the earlier of (i) issuance by District of a Notice to Proceed with any on-site construction or (ii) execution of a subcontract or issuance of a purchase order for materials or equipment required for the Work.

l. Construction Phase Services. Construction Phase Services shall mean all of the Work other than the Preconstruction phase services.

m. Contract Documents. Contract Documents shall have the meaning given in Section A of Exhibit A - General Conditions, as supplemented by Section 2.a. below. Interpretation of Contract documents is governed by Section A3 of Exhibit A - General Conditions.

District-CM/GC Contract Page 5 of 33 Rev. 062226

n. Costs for General Conditions Work. Costs for General Conditions Work shall mean those sums paid on a cost reimbursable maximum not-to-exceed price basis as described in Section 9.h. and as identified in Exhibit C, Allowable Cost of Work Matrix.

o. Design Development Documents. Design Development Documents shall have the meaning given in the PPS Professional Services Agreement with the Architect for this Project.

p. Early Work. Early Work means construction services, construction materials and other Work authorized by Amendment that the parties agree should be performed under the CM/GC Contract in advance of the establishment of the GMP. Permissible Early Work shall be limited to early procurement of materials and supplies, early release of bid or proposal packages for site development and related activities, and any other advance Work related to critical components of the project for which performance prior to establishment of the GMP will materially affect the critical path schedule of the Project.

q. Early Work Amendment. Early Work Amendment shall mean an Amendment to this CM/GC Contract executed by and between the parties to authorize Early Work prior to execution of the GMP Amendment.

r. General Conditions Work. General Conditions Work (or “GC Work”) means (i) that portion of the Work required to support construction operations that is not work included within the Contractor’s overhead, fee, or general expense but is called out as GC Work in Exhibit C, and (ii) any other specific categories of Work approved in writing by the District as forming a part of the GC Work.

s. Guaranteed Maximum Price (GMP). Guaranteed Maximum Price (GMP) is defined in ORS 279C.332(4) and means the Guaranteed Maximum Price of the Contract, as stated in dollars within the GMP Amendment, as determined in accordance with Section 7, and as it may be adjusted from time to time pursuant to the provisions of the Contract.

t. GMP Amendment. GMP Amendment shall mean an Amendment to the Contract, issued in the form of Exhibit I and executed by and between the parties, to establish the GMP and identify the GMP Supporting Documents for Construction Phase Services.

u. GMP Supporting Documents. GMP Supporting Documents shall mean the documents referenced in the GMP Amendment as the basis for establishing the GMP. The GMP Supporting Documents shall expressly identify the Plans and Specifications, schedules, assumptions, qualifications, exclusions, conditions, allowances, contingencies, unit prices, alternates and other pertinent information and documentation that form the basis for the GMP.

v. Preconstruction Phase. The Preconstruction Phase shall mean the period commencing on the effective date of this CM/GC Contract and ending upon commencement of the Construction Phase; provided that if the District and CM/GC agree, the Construction Phase may commence before the Preconstruction Phase is completed, in which case both phases shall proceed concurrently, subject to the terms and conditions of the Contract Documents.

w. Preconstruction Phase Services. Preconstruction Phase Services shall mean all services described in Section 4.a. and Exhibit B, and any similar services described in the Request for Proposals, including such similar services as are described in the CM/GC's RFP proposal to the extent they are accepted by District, but excluding any Early Work. Early Work shall be considered part of Construction Phase Services.

x. Savings. Savings is defined in ORS 279C.337(4) and means a positive difference between a guaranteed maximum price or other maximum price set forth in a public improvement contract and the actual cost of the work, including costs for which a contracting agency reimburses a construction manager/general contractor and fees or profits the construction manager/general contractor earns.

y. Schematic Design Documents. Schematic Design Documents shall have the meaning given in the PPS Professional Services Agreement with the Architect for this Project.

z. Scope Change. Scope Change shall mean only (i) changed site conditions not reasonably inferable from information available to CM/GC at the time of execution of the GMP Amendment, and (ii) significant Work modifications (including additions, substitutions, and deletions), application of Allowances, and selection of alternates, all as approved by the District under the Contract, beyond that identified or inferable from the GMP Supporting Documents (but in the case of Allowance items, the GMP will increase only if the cost to District of the Allowance items exceeds the total amount of the Allowances).

aa. Subcontractor Default Insurance (SDI). Insurance that covers costs as a result of a subcontractor that defaults on performance of their contracted work on the project, including but not limited to SDI.

District-CM/GC Contract Page 6 of 33 Rev. 062226

2. CONTRACT DOCUMENTS

a. Contract Documents. District and the CM/GC agree to the terms of the Contract that are set forth in the

Contract Documents. For purposes of this Project, the Contract Document identified as "Public Improvement Contract" in Exhibit A - General Conditions shall mean this CM/GC Contract. The CM/GC Contract shall include all exhibits attached hereto, which by this reference are incorporated herein, as well as any properly executed Amendments and Change Orders to this Contract.

b. Effective Date. The Contract (hereafter the “Contract”) shall become effective on the date on which the Contract is fully executed by both parties. No party shall perform work under this Contract before the effective date.

a. The Contract; Order of Precedence. This CM/GC Contract, including all exhibits identified herein and by this reference incorporated in and made a part of this CM/GC Contract, together with the other Contract Documents, form the entire agreement between the parties. Except as expressly otherwise provided herein, the order of precedence of the Contract Documents is established in Section A.3 of Exhibit A - General Conditions, if there are inconsistent or conflicting terms among the Contract Documents.

3. PERFORMANCE AND PAYMENT BONDS

Provided no construction Work is included with the preconstruction services to be performed under the initial form of the CM/GC Contract, no performance bond or payment bond is required to be provided by the CM/GC at the time of Contract signing, consistent with ORS 279C.380. Once construction Work is included in the Contract and authorized by the District to be performed by the CM/GC, however, the CM/GC must provide a performance bond and payment bond in the full amount of any Early Work to be performed by the CM/GC, or the full amount of the GMP, fixed price or other maximum contract price, as applicable. Furthermore, in the event additional Early Work is added to the CM/GC Contract after the initial Early Work or in the event an amendment to the CM/GC Contract is made so that the GMP, fixed price or other maximum contract price must be increased, the performance bond and the payment bond must be increased in an amount equal to the additional Early Work or the increased GMP, fixed price or other maximum contract price.

4. WORK OF THE CONTRACT

a. Preconstruction Phase Services. The CM/GC agrees to provide all of the Preconstruction Phase

Services described below and in Exhibit B on an ongoing basis in support of, and in conformance with, the time frames described in the Request for Proposals. Commencement of the Construction Phase shall not excuse CM/GC from completion of the Preconstruction Phase Services, if such services have not been fully performed at commencement of the Construction Phase. Preconstruction Phase Services shall include CM Services performed during the Preconstruction Phase.

1) The CM/GC shall provide a preliminary evaluation of the District’s program and budget requirements, each in terms of the other.

2) In addition to other meetings described in this Section, the CM/GC shall participate in weekly conference calls with the Project group; attend design meetings; attend periodic meetings with the jurisdictional entities as required by the Project; participate in various meetings supportive of design effort with additional consultants and District as necessary to successfully develop Project requirements.

3) The CM/GC shall provide the following services relating to design and preconstruction tasks:

i. The CM/GC shall consult with, advise, assist, and provide recommendations to the District and the design team on all aspects of the planning and design of the Work.

ii. The CM/GC shall consult with the District and Architect and District’s Authorized Representative regarding site use and improvements, and the selection of materials, building systems and equipment.

District-CM/GC Contract Page 7 of 33 Rev. 062226

iii. The CM/GC shall provide mechanical, electrical, plumbing, and fire (“MEPF”) systems verification and feedback as part of the development of the Project. Structural and Demolition verification will also be included. CM/GC feedback and/or review comments shall be tracked and distributed to District and Architect at each review phase for District and Architect response. The CM/GC will be required to engage associated expertise on the preconstruction team. This expertise shall engage in issues such as constructability, coordination, system selection verification and cost issues associated with the design and installation of MEP systems as part of the Project. The commitment of this expertise is only to be engaged during the Preconstruction Phase of the Project. This expertise can be in the form of trade contractors that are brought onto the CM/GC’s Preconstruction team or they can be trade specialists within the CM/GC’s organization.

iv. The CM/GC shall provide recommendations on construction feasibility; actions designed to minimize adverse effects of labor or material shortages; time requirements for procurement, installation and construction completion; and factors related to construction cost including estimates of alternative designs or materials, preliminary budgets and possible economies. CM/GC recommendations and/or review comments shall be tracked and distributed to District and Architect at each review phase for District and Architect response.

v. The CM/GC shall review in-progress design documents, including the documents generally described in the industry as Schematic Development Documents, Design Development Documents, and Construction Documents and provide input and advice on construction feasibility, alternative materials, availability, and budget feasibility. CM/GC shall review these completed Schematic Development Documents, Design Development Documents, and Construction Documents and timely suggest modifications to improve completeness and clarity. CM/GC suggestions and/or review comments shall be tracked and distributed to District and Architect at each review phase for District and Architect response.

vi. The CM/GC shall provide, through in-house expertise or by subcontracted trade specialists, Building Information Modeling ("BIM") services and clash detection during pre-construction. BIM services provided during this preconstruction phase shall be in support of the design team and building design process, and as a pre-curser to development of final shop drawings. As part of these services, the CM/GC shall provide input in the development of a BIM Execution Plan ("BEP") with members of the design team and District. The BIM model shall be developed and updated to a level of detail ("LOD") consistent with the development of the Revit model supplied by the Architect and as detailed in the BEP. The BIM model will be updated throughout the design process and be used to provide input for constructability, scheduling and estimating, and in the coordination and conflict resolution process. The BIM model will be reviewed for compliance with the BEP and Construction Operations Building Information Exchange ("COBie") standards at each applicable design phase by the District’s Authorized MEPF Representative. The BIM model will utilize a version of Navisworks not older than 2013, shall be continually updated, comply with current COBie standards, and used as the basis for construction period activities. The approved Navisworks BIM model described above and all associated documentation reflecting the completed design will be delivered to the District at the conclusion of this phase.

4) The CM/GC shall provide the following services related to the Project schedule:

i. The CM/GC shall prepare, and periodically update, a preliminary Project schedule for the Architect’s and District’s Authorized Representative’s review and the District’s Authorized Representative’s approval.

ii. The CM/GC shall analyze construction sequencing in order to be cost effective, to create the least amount of disruption for students, faculty, and staff in adjacent buildings, and to allow adjacent facilities to remain in operation throughout the course of construction. In addition to preparing a construction schedule, this Project shall require a site staging and logistics plan that incorporates issues such as temporary fire access and egress routes from existing buildings.

District-CM/GC Contract Page 8 of 33 Rev. 062226

iii. The CM/GC shall coordinate and integrate the preliminary Project schedule with the services and activities of the District, Architect, and CM/GC. As design proceeds, CM/GC shall update the preliminary Project schedule to indicate proposed activity sequences and durations, milestone dates for receipt and approval of pertinent information, submittal of a GMP proposal, preparation and processing of shop drawings and samples, delivery of materials or equipment requiring long-lead time procurement, and District’s occupancy requirements showing portions of the Project having occupancy priority, provided that the date(s) of Substantial Completion shall not be modified without District’s prior written approval. If preliminary Project schedule updates indicate that previously approved schedules may not be met, the CM/GC shall make appropriate recommendations to the District’s Authorized Representative and Architect.

iv. The CM/GC shall continuously monitor the Project schedule and recommend adjustments in the development of design documents for construction bid packages to ensure completion of the Project in the most expeditious manner possible.

5) The CM/GC shall make recommendations to Architect and District’s Authorized Representative regarding the phased issuance of Plans and Specifications to facilitate phased construction of the Work, if such phased construction is appropriate for the Project, taking into consideration such factors as economics, time of performance, availability of labor and materials, and provisions for temporary facilities.

6) The CM/GC shall provide the following services relating to cost estimating:

i. CM/GC shall prepare a construction cost estimate at or near the completion of each of the following six documentation milestones: 75% and 100% schematic design, 50% & 100% design development, & 50% and 100% construction documents. Exact milestones and timing of cost estimates will be determined by Owner in order to coordinate with Architect submittal of document sets.

ii. The CM/GC shall update and refine these estimates during subsequent phases in order to reflect the costs associated with changes to scope that are developed during design meetings.

(a) When Schematic Design Documents have been prepared by the Architect and approved by the District, the CM/GC shall prepare for the review of the Architect and District’s Authorized Representative and approval of the District, a more detailed estimate with supporting data.

Detailed estimate will be used as basis for review during a planned five day Value Engineering Workshop. During the preparation of the Design Development Documents, the CM/GC shall update and refine this estimate at appropriate intervals agreed to by the District, Architect and District’s Authorized Representative and CM/GC.

(b) When Design Development Documents have been prepared by the Architect and approved by the District, the CM/GC shall prepare a detailed estimate with supporting data for review by the Architect and District’s Authorized Representative and approval by the District. During the preparation of the Construction Documents, the CM/GC shall update and refine this estimate at appropriate intervals agreed to by the District, Architect and District’s Authorized Representative and CM/GC.

iii. The CM/GC will participate in a planned five-day Value Engineering Workshop. The workshop will be facilitated by a vendor hired by the District.

iv. If any estimate submitted to the District exceeds previously approved estimates or the District’s budget, the CM/GC shall make appropriate cost saving recommendations to the Architect and District’s Authorized Representative, actively participate in value engineering and scope modification work sessions at the end of schematic design and design development, and provide a formal value-engineering studies anticipated to be held at 50% Design Development and 50% Construction Documents completion.

v. CM/GC shall notify the District and the design team immediately if any construction cost estimate appears to be exceeding the construction budget.

vi. Within each estimate the CM/GC shall itemize the CM/GC's contingency to identify the amount of risk that the CM/GC would carry into the GMP at that stage of the Project due to the quality and completeness of the construction documents used to generate the estimate. This number shall be

District-CM/GC Contract Page 9 of 33 Rev. 062226 carried so that a GMP Amendment can be signed at any point during the Preconstruction Phase of the Project without a modification to the construction estimate.

vii. The CM/GC otherwise shall work with the Architect and District to develop a GMP within the target GMP range and within District’s schedule.

7) The CM/GC shall perform the following services relating to subcontractors and suppliers:

i. The CM/GC shall seek to develop subcontractor and supplier interest in the Project, consistent with applicable legal requirements, and shall furnish to the District’s Authorized Representative and Architect for their information a list of possible subcontractors and suppliers, including suppliers who may furnish materials or equipment fabricated to a special design, from whom competitive bids, quotes, or proposals (collectively, "Offers") will be requested for each principal portion of the Work. Submission of such list is for information and discussion purposes only and not for prequalification. The receipt of such list shall not require the District, District’s Authorized Representative or Architect to investigate the qualifications of proposed subcontractors and suppliers, nor shall it waive the right of the District or Architect later to object to or reject any proposed subcontractor, supplier, or method of procurement.

ii. The CM/GC shall provide input to the District and the design team regarding current construction market bidding climate, status of key subcontract markets, and other local economic conditions.

CM/GC shall determine the division of work to facilitate bidding and award of trade contracts, considering such factors as bidding climate, improving or accelerating construction completion, minimizing trade jurisdictional disputes, and related issues. CM/GC shall advise District on subcontracting opportunities for Certified Businesses.

iii. The CM/GC shall ensure subcontractors supplying content to be incorporated into the BIM model comply with the LOD standards set in the BEP, and that associated data follows current COBie standards. Subcontractors should utilize vendor supplied Revit families with associated detail whenever available. The CM/GC is ultimately responsible for delivery of a fully coordinated BIM model to the District.

8) The CM/GC shall recommend to the District’s Authorized Representative and Architect a schedule for procurement of long-lead time items which will constitute part of the Work as required to meet the Project schedule, which shall be procured by the CM/GC upon execution of either a GMP Amendment or Early Work Amendment covering such procurement, and approval of such schedule by the District’s Authorized Representative. The CM/GC shall expedite the delivery of long-lead time items.

9) The CM/GC shall work with the District in identifying critical elements of the Work that may require special procurement processes, such as prequalification of Offerors or alternative contracting methods.

10) The CM/GC shall Work with the District and the design team to maximize energy efficiency in the Project, including without limitation providing estimating and value engineering support to the District’s analysis and application for energy related incentive programs offered by local utilities.

b. Construction Phase Services.

1) Upon execution of an Early Work Amendment or GMP Amendment, the CM/GC shall provide Construction Phase Services as provided in the Contract Documents, including without limitation providing and paying for all materials, tools, equipment, labor and professional and non-professional services, and performing all other acts and supplying all other things necessary to fully and properly perform and complete the Work, as required by the Contract Documents, to furnish to District a complete, fully functional Project, capable of being legally occupied and fully used for its intended purposes upon completion of the Contract (or, as to an Early Work Amendment, to furnish such Work as is described in the Early Work Amendment). Construction Phase Services shall include CM Services performed during the Construction Phase.

2) Notwithstanding any other references to Construction Phase Services in this CM/GC Contract, the Contract shall include Preconstruction Phase Services only unless (i) the parties execute a GMP Amendment or (ii) the parties execute an Early Work Amendment, defined below.

District-CM/GC Contract Page 10 of 33 Rev. 062226

3) The parties may execute one or more Early Work Amendments identifying specific Construction Phase Services that must be performed in advance of establishment of the GMP, without exceeding a not-to-exceed budget, a not-to-exceed guaranteed maximum price, or a fixed price ("Early Work Price") to be stated in such Amendment, with such Amendment including all necessary State of Oregon approvals where required. If the Early Work Price is a not-to-exceed budget, then CM/GC shall be obligated to perform the Early Work only to the extent that the Cost of Work therefore, together with the CM/GC Fee, does not exceed the Early Work Price. If CM/GC performs Early Work with a maximum not-to-exceed price or fixed price, and incurs cost in excess of that maximum not-to-exceed price or fixed price, respectively, the CM/GC shall complete the Early Work and pay such excess cost without reimbursement. If one or more Early Work Amendments are executed, the CM/GC shall diligently continue to work toward development of a GMP Amendment acceptable to District, which shall incorporate the Early Work Amendments. If District thereafter terminates the Contract prior to execution of a GMP Amendment, the provisions of Section J.5 of Exhibit A - General Conditions shall apply.

4) Prior to commencement of the Construction Phase, and in any event not later than mutual execution of the GMP Amendment, CM/GC shall provide to District a full performance bond and a payment security bond as required by Section G of Exhibit A - General Conditions in the amount of the GMP. If an Early Work Amendment is executed, CM/GC shall provide such bond in the amount of the Early Work Price under the Early Work Amendment. CM/GC shall provide to District additional or replacement bonds at the time of execution of any subsequent Early Work Amendment or GMP Amendment, in each case prior to execution of the Amendment and the supplying of any labor or materials for the prosecution of the Work covered by the Amendment, and in each case in a sufficient amount so that the total bonded sum equals or exceeds the total Early Work Price or the GMP, as the case may be. In the event of a Scope Change that increases the GMP, CM/GC shall provide to District an additional or supplemental bond in the amount of such increase prior to performance of the additional Work.

c. Construction Management (CM) Services. Throughout the Preconstruction Phase and Construction Phase of the Project, the CM/GC shall provide CM Services, generally consisting of coordinating and managing the building process as an independent contractor, in cooperation with the District, District’s Authorized Representative, Architect and other designated Project consultants (the "Construction Principals"). CM Services shall include, but are not limited to:

1) Providing all Preconstruction Phase Services described above;

2) Developing and delivering resource loaded schedules, preparing construction estimates, performing constructability reviews, analyzing alternative designs, studying labor conditions, coordinating and communicating the activities of the Construction Principals throughout the Construction Phase to all Construction Principals;

3) For CM/GC staff, developing and delivering staffing plans that identify assigned staff by name, project role, and planned work by week, providing periodic reports describing work completed and work planned;

4) Continuously monitoring the Project schedule relative to actual work complete; recommending adjustments to ensure completion of the Project in the most expeditious manner possible;

5) Working with the District, District’s Authorized Representative, and the Architect to analyze the design, participate in decisions regarding construction materials, methods, systems, phasing, and costs, and suggest modifications to achieve the goals of providing the District with the highest quality Project within the budget, GMP and schedule;

6) Providing Value Engineering ("VE") and scope reduction services ongoing through the Project.

CM/GC shall develop a VE opportunities log, cost proposals, in the form of additions to or deductions from the GMP, including detailed documentation to support such adjustments and shall submit such proposals to District for its approval. CM/GC shall actively participate in a formal VE study anticipated to be held at the end of the Design Development phase. CM/GC acknowledges that VE services are intended to improve the value received by District with respect to cost reduction or life cycle of the Project;

District-CM/GC Contract Page 11 of 33 Rev. 062226

7) CM/GC shall process all RFIs, submittals, issues, billings, change order proposals and directives through the District’s Trimble Unity Construct e-Builder system. Access to the system will be granted to the CM/GC. The District will provide training and technical support to the CM/GC. Costs for attendance at this training is reimbursable. BlueBeam Studio may be used for expediting the submittal review and approval process.

8) Holding and conducting weekly meetings with the District and the Architect to coordinate, update and ensure progress of the Work;

9) Submitting monthly written report(s) to the District's Authorized Representative during the Construction Phase. Oral or written updates shall be provided to the District as deemed appropriate by the CM/GC or as requested by the District. Each report shall include, but shall not be limited to Project updates including

i. General overview of the status of the Project;

ii. Actual costs and progress for the reporting period as compared to the estimate of costs;

iii. Explanations of significant variations;

iv. Work completed;

v. A monthly Project schedule update with a summary of project scheduling and milestone achievements, summary of key activities, potential risk items for achieving schedule for the next 60 days, a narrative explaining any line item changes in the Project schedule, and a recovery plan for recuperating schedule delays;

vi. Work in progress;

vii. A complete change order log;

viii. Material and equipment delivery status;

ix. Manloading information;

x. Subcontractor concerns, claims, and issues;

xi. Certified Business utilization;

xii. Career Learning opportunities provided

xiii. Workforce Equity metrics;

xiv.Safety reports including recordable incidents since last report, total recordable incidents, total recordable incident rate, total labor hours, OSHA Log, OSHA reportable incidents since last report, total OSHA reportable incidents.

xv. Other information as determined to be appropriate by the District.

10) Maintaining a daily log containing a record of weather, subcontractor staff working on the site including names of workers, Work accomplished, problems encountered, safety violations, incidents of personal injury and property damage, and other similar relevant data as the District may reasonably require. The log shall be available to the District and Architect on request;

11) Developing and implementing a system of cost control for the Work acceptable to District’s Authorized Representative, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The CM/GC shall identify variances between actual and estimated costs (incurred costs to date plus estimated cost to complete compared to budget) and report the variances to the District and Architect at regular intervals;

maintaining an accurate system to account for usage of Allowances included in the GMP;

12) Developing and maintaining a quality assurance/quality control (QA/QC) plan, logging deficiencies, and documenting all corrective work.

District-CM/GC Contract Page 12 of 33 Rev. 062226

13) Cooperating with any and all consultants hired by District, including but not limited to Geotechnical testing consultant, Energy Systems Analyst consultant, Commissioning consultant, air and water testing/adjusting/balancing consultant, hazardous materials consultant;

14) At District 's request, cooperating and performing warranty and inspection Work for the Project through the expiration date of the applicable warranty period;

15) Assisting District with start-up of the Project.

16) Incorporating commissioning and inspection agents' activities into the Project schedule and coordinating subcontractors required to participate in the commissioning and inspection process;

17) Performing all other obligations and providing all other services set forth in the Contract Documents;

and performing all other acts and supplying all other things necessary to fully and properly perform and complete the Work as required by the Contract.

18) The CM/GC shall identify a BIM coordinator either on staff or through contracted expertise which will be responsible for the BIM process and to ensure the BEP requirements are met. The coordinator shall: Assemble all submitted design and construction BIMs into a single fully coordinated BIM model; lead the coordination and constructability process; provide a clash/issues log and matrix to track coordination issues and data gaps; document any deviations from approved CD drawings and Revit model; and continually coordinate with Architect to maintain an updated Revit model and BIM model. All work shall be coordinated with District’s Authorized Representative for compliance and approval.

5. RELATIONSHIP AND ROLES OF THE PARTIES

a. Independent Contractor. The CM/GC is an independent contractor and not an officer, employee, or agent of District as those terms are used in ORS 30.265.

b. Performance of Work. The CM/CG covenants with District to cooperate with the Architect and District’s Authorized Representative and utilize the CM/GC's professional skill, efforts and judgment in furthering the interests of District; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in conformance with the terms and conditions of the Contract Documents and in an expeditious and economical manner consistent with the interests of District.

c. Design Consultants. District has a separate contract with the Architect related to the Project. Both the CM/GC and the Architect shall be given direction by District through District’s Authorized Representative.

The CM/GC agrees to support District's efforts to create a collaborative and cooperative relationship among the CM/GC, Architect, other Project consultants, and District’s Authorized Representative.

d. BIM. The Architect will utilize Revit to develop a building model, which will be shared with the CM/GC for development of a fully coordinated BIM model. The Architect and CM/GC shall coordinate through the design and construction phases such that the Revit and BIM models are continually updated throughout the process. Final approved and coordinated BIM and Revit models will be provided to the District for use.

e. Forms and Procedures. The District has developed or may develop procedures and forms for the administration and tracking of the Contract. The CM/GC agrees to abide by those procedures and use those forms.

f. CM/GC's Project Staff. The CM/GC's Project staff shall consist of the following personnel:

1) Project Manager and Assistant Project Manager: Name shall be the CM/GC's Project Manager and Name shall be CM/GC’s Assistant Project Manager and one or both will supervise and coordinate all Construction Phase and Preconstruction Phase Services of CM/GC and participate in all meetings throughout the Project term unless otherwise directed by District. CM/GC represents that each of the Project Manager and Assistant Project Manager have authority to execute Change Orders and Contract Amendments on behalf of CM/GC.

2) Job Superintendent: If Construction Services are requested and accepted by District, Name shall be the CM/GC's on-site job superintendent throughout the Project term.

g. Key Persons. The CM/GC's personnel identified in Section 5.f., and any other personnel identified by

District-CM/GC Contract Page 13 of 33 Rev. 062226 name in CM/GC's Proposal shall be considered Key Persons and shall not be replaced during the Project without the written permission of District, which shall not be unreasonably withheld. If the CM/GC intends to substitute personnel, a request must be given to District at least 30 Days (or such shorter period as permitted by District) prior to the intended time of substitution. When replacements have been approved by District, the CM/GC shall provide a transition period of at least 10 Business Days during which the original and replacement personnel shall be working on the Project concurrently. Once a replacement for any of these staff members is authorized, further replacement shall not occur without the written permission of District. If the project is suspended for reasons beyond the control of the CM/GC, it is understood that the CM/GC may find it necessary to reassign these Key Persons to other projects. Upon resurrection of the project, the CM/GC will make their best effort to reassemble these Key Persons to the project. If these Key Persons are not available to return to the project, substitute personnel must be approved by the District.

Inability by the CM/GC to provide acceptable replacement staff can be grounds for termination of this contract.

1) Replacement staff shall be of equal or higher caliber in terms of experience and skills sets than those they are replacing.

2) In the event that Key Persons are replaced during the Project, the District shall not incur additional cost for labor rates of replacement staff compared to the originally proposed staff members. Any labor expenses in excess of those proposed for the original Key Persons shall be the financial responsibility of the CM/GC.

6. DATE OF COMMENCEMENT; SUBSTANTIAL AND FINAL COMPLETION

a. Notice to Proceed. If Construction Phase Services are added to the Contract as set forth in Section 4.b., then a notice to proceed will be issued by District to begin the designated or full Construction Phase Services (“Notice to Proceed”). It is anticipated that the Notice to Proceed will be issued on or about June 15, 2019. A separate Notice to Proceed shall be issued for any and every Early Work Amendment.

b. Completion of Project. Exact dates for Substantial Completion and Final Completion will be determined during pre-construction and established in the GMP Amendment. District shall have the right to take possession and occupancy of the Project in phases, and the CM/GC agrees that such partial occupancy shall not be grounds for adjustment of the GMP or the Substantial or Final Completion Dates.

c. Time is of the Essence. All time limits stated in the Contract Documents are of the essence.

d. Time Extensions. Notwithstanding provisions for Contract time extensions in Section D.2 of Exhibit A - General Conditions, District and CM/GC agree that timely completion of the Work is essential to the success of the Project, and that approval for time extension shall be granted only as a last resort. CM/GC agrees to make every effort to recover "lost" time.

e. Failure to Achieve Substantial Completion by Final Completion Date. In the event CM/GC fails to obtain Substantial Completion by the date set for Final Completion, subject to any time extensions granted by the District during the Project, District reserves the right to terminate this Contract for Cause per section 18 of the Contract and Section J.4.2 of the General Conditions and pursue Liquidated Damages in accordance with section 6.g. The District may pursue any course of action deemed in the best interest of the District to complete the Project in accordance with the Contract. In addition, The District may pursue remedy and recover costs for the completion against CM/GC’s performance and payment bond in accordance with the Contract.

f. Delay in Final Completion. District shall make payment of the balance due for any portion of the Work fully completed and accepted if Final Completion is materially delayed through no fault of Contractor or by issuance of Change Orders affecting Final Completion. In the event that Final Completion is not accomplished within sixty (60) calendar days after the date of Substantial Completion due to any fault of Contractor, Liquidated Damages will be assessed per section 6.g. The District may also withhold from the final payment 150 percent of the reasonable cost to complete the unfinished Work and to attain Final Completion. In the event Contractor fails to complete the Work necessary to attain Final Completion after sixty (60) days from Substantial Completion, District may, without waiving other remedies it may have, complete the Work and deduct the actual cost thereof.

g. Liquidated Damages. The CM/GC acknowledges that the District will sustain damages as a result of the CM/GC's failure to complete Work by the Interim and Contract Completion Dates in accordance with the

District-CM/GC Contract Page 14 of 33 Rev. 062226

Contract Documents. These damages may include, but are not limited to, delays in completion, use of the Project, and costs associated with Contract administration and use of temporary facilities. The CM/GC and the District acknowledge that the actual amount of damages would be difficult to determine accurately and agree that the liquidated damages figure(s) established represent a reasonable estimate of such damages and is not a penalty.

In addition to any other remedies allowed to the District under the terms of this Contract, the CM/GC agrees to pay to the District the liquidated damage sums established for each Calendar Day of delay or any fraction thereof and further agrees that the District may deduct such sums from payments the District otherwise owes to the CM/GC under the Contract. If such deduction does not result in payment to the District of the assessed liquidated damages in full, the CM/GC shall promptly pay any and all remaining sums due to the District upon demand.

For failure to achieve Substantial Completion on the date required by this Contract, the CM/GC shall be obligated to pay liquidated damages in the amount of $10,000 per calendar day. Liquidated damages for failure to meet Substantial Completion shall be assessed beginning on the day immediately following the Substantial Completion date required by this Contract and ending on the date that Substantial Completion is achieved.

For failure to achieve Final Completion on the date required by this Contract, the CM/GC shall be obligated to pay liquidated damages in the amount of $7,700 per calendar day. Liquidated damages for failure to meet Final Completion shall be assessed beginning on the day immediately following the Final Completion date required by this Contract and ending on the date that Final Completion is achieved.

If Substantial Completion is achieved after the Final Completion date required by this Contract, the CM/GC shall be obligated to pay liquidated damages of both $10,000 per calendar day and $7,700 per calendar day (total of $17,700 per calendar day) until Substantial Completion is achieved, and thereafter $7700 per calendar day until Final Completion is achieved.

7. FEES, CONTRACT SUM AND GMP

a. Fees; Contract Sum; GMP. District shall pay CM/GC the Preconstruction Fee described in Section 7.b.

In addition, for each Early Work Amendment executed by CM/GC and District, District shall pay CM/GC, as payment for the Early Work, an amount equal to the sum of the CM/GC Fee attributable to the Early Work, and the actual cost of all Early Work completed and accepted by District, but not exceeding the Early Work Price.

If a GMP Amendment is executed, District shall pay CM/GC, as payment for the Work, the “Contract Sum” which shall equal the sum of the Preconstruction Fee, the CM/GC Fee, the actual cost of the Work including any Early Work, but not exceeding the GMP.

The GMP shall be determined in accordance with the formula set forth below and as described in Section

7.3. The "Cost of the Work" is defined in Section 9. Costs in excess of the GMP shall be paid by the CM/GC without reimbursement by District. Changes to the GMP shall only be authorized by Amendment that includes any necessary District approvals.

Preconstruction Fee + CM/GC Fee + Estimated Cost of the Work (Est. COW) = GMP*

Cost Reimbursement $ Maximum Not-to-Exceed

% of Est. COW Includes CM/GC's Contingency and the Maximum Cost…