ESBD_471702_1763648333397_Attachment D - RFP 2026-P03 - Eastside Campus CMAR Contract.pdf

RFP 2026-P03 Eastside Campus Project – CMAR Contract Page 1 of 26

RFP 2026-P03 - Eastside Campus Project – Construc�on Manager at Risk (CMAR) Contract

This Contract for RFP 2026-P03 Eastside Campus Project – Construc�on Manager At-Risk (“CMAR”) (“Contract”) is entered into by and between Hays County, Texas, a poli�cal subdivision of the State of Texas (the “County”), and CMAR Company Name (“CMAR”).

ARTICLE 1

SCOPE OF WORK

County desires to retain a CMAR for the Eastside Campus Project (hereina�er called the "Project"). The CMAR has overall responsibility for and shall provide design collabora�on, construc�on services and furnish all materials, equipment, tools and labor as necessary or reasonably inferable to complete the Project, or any phase of the Project, in accordance with County's requirements and the terms of this Contract (hereina�er collec�vely referred to as the "Work"). The project includes the installation of all on-site utilities, stormwater detention and drainage systems, public and secured private parking lots, two-lane covered drive -thru associated with a new 72,000 square feet, three story Mass Timber office building located at the corner Bebee Road and Dacy Lane in Kyle.

ARTICLE 2

GENERAL PROVISIONS

2.1 General Provisions

2.1.1 The Contract Documents consist of this Contract and all exhibits and attachments listed, Project: Eastside Campus Project (“Project”) Construc�on Manager At-Risk:

Company Name (“CMAR”)Atn: Name of Signatory Company Street Address City, State, Zip Code Signatory email address

Owner’s Representa�ve Kitchell CEM Atn: Seth Ackland 7600 N. Capital of Texas Hwy, Suite 350 Aus�n, TX 78731

Architect & Engineer: HDR Architecture, Inc. (“A/E”) Atn: Chad Anderson 613 NW Loop 410, Ste. 700 San Antonio, TX 78216-5507

County’s Designated Representa�ve:

Hays County (“County”) Atn: Stephanie Hunt-Purchasing Agent 712 S. Stagecoach Trail, Ste. 1012 San Marcos, TX 78666Texas

RFP 2026-P03 Eastside Campus Project – CMAR Contract Page 2 of 26 contained, or referenced therein, the Hays County Uniform General Conditions (“UGCs”), supplementary or other Conditions, if any, the Drawings, Specifications, Addenda issued prior to the Effective Date of this Contract, The Bid/Proposal Documents as defined by the Invitation for Bidders/ Request for Proposals, and all Change Orders and any other Modifications issued after the Effective Date of this Contract, all of which form this Contract and are as fully a part of this Contract as if attached to this Contract. Upon County's acceptance of CMAR's Guaranteed Maximum Price ("GMP") proposal, the Contract Documents will also include the documents described in Paragraph 8.2.3 and identified in the GMP Amendment and revisions prepared by A/E and furnished by County as described in Section 8 .2.

2.1.2 This Contract represents the en�re and integrated agreement between the Par�es hereto and supersedes prior nego�a�ons, representa�ons, or agreements, either writen or oral. If anything in the other Contract Documents, other than a Modifica�on, is inconsistent with this Contract, this Contract shall govern. To the extent of any direct conflict or inconsistency between any of the Contract Documents, CMAR shall immediately no�fy County and seek clarifica�on from A/E and County.

2.1.3 The term "CMAR" shall be interchangeable with the terms "Proposer," "Bidder," Respondent,"

"Contractor," and "General Contractor" or other similar terms as appropriate in the Contract Documents.

2.2 Rela�onship of the Par�es.

CMAR accepts the relationship of trust and confidence established by this Contract and shall cooperate with A/E and County and exercise CMAR's skill and judgment in furthering the interests of County; to furnish efficient construction administration, management services and supervision; to furnish, at all times, an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with County's interests.

2.3 General Condi�ons.

2.3.1 The term "Contractor" as used herein or in the UGCs shall mean CMAR.

2.3.2 The term "Owner" as used herein or in the UGCs shall mean County.

2.3.3 The term "Architect" as used herein or in the UGCs shall mean A/E.

ARTICLE 3

CONTRACT TIME

3.1 Contract Time

County, and Owner’s Representative shall provide a Notice to Proceed (NTP) in which a date for commencement of the work shall be stated. CMAR shall achieve Substantial Completion of the Work within seven hundred and five (705) calendar days after such commencement date. As such completion date may be extended by approved Change Orders. Unless otherwise specified in writing, CMAR shall achieve Final Completion within thirty (30) calendar days of Substantial Completion. The time set forth for completion of the work is an essential element of the Contract.

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3.2 Liquidated Damages.

CMAR acknowledges and recognizes that County is entitled to full and beneficial occupancy and use of the completed Work following expiration of the Contract Time and that County has entered into, or will enter into, binding agreements upon CMAR's achieving Substantial Completion of the Work within the Contract Time. In cases, where the use of liquidated damages has been assessed due to delay of substantial completion the County and CMAR agree as set forth below:

3.2.1 Subject to the other terms and condi�ons herein, if Substan�al Comple�on is not achieved by the date specified above or by such date to which the Contract Time may be extended, the Contract Sum shall be reduced by five hundred dollars ($500.00) per calendar day as liquidated damages and not as a penalty, un�l the date of Substan�al Comple�on. Force majeure shall apply rela�ve to both rain/snow delays (acts of nature) and/or supply delays over which CMAR has no control, and such force majeure delays shall not be subject to such reduc�on of the Contract Sum.

3.2.2 County may deduct liquidated damages described herein from any unpaid amounts then or therea�er due CMAR under this Contract. Any liquidated damages not so deducted from any unpaid amounts due CMAR shall be payable by CMAR to County at the demand of County, together with the interest from the date of the demand at a rate equal to the prime interest rate as published by the Wall Street Journal on the first (1st) business day a�er such amounts are demanded.

3.3 Actual Damages.

CMAR acknowledges in cases of missed scheduled events, and/or damages caused by CMAR, which incur exact losses of revenue and/or exact expenses for fees and/or other cancellation costs, and they do not meet the guidelines set forth in section 3.2, then CMAR shall be responsible for the exact amount of damages sustained by County.

ARTICLE 4

CMAR COMPENSATION

The County shall pay CMAR in accordance with Exhibit “A”, Exhibit “B”

4.1 Compensa�on for Preconstruc�on Phase Services.

4.1.1 County shall pay CMAR the lump sum amount of $ (XXX dollars and no cents) for Preconstruc�on

Phase services in accordance with the following schedule:

Design Development Phase: 40% of Preconstruction Services Fee Construction Document Review: 20% of Preconstruction Services Fee GMP Proposal Provided: 30% of Preconstruction Services Fee Final Comments and GMP Acceptance: 10% of Preconstruction Services Fee

4.1.2 The anticipated duration of Preconstruction phase is six (6) months. Should preconstruction services extend beyond six (6) months from execution of this Agreement, the Construction Manager shall be entitled to compensation at the hourly billing rates listed in Exhibit “A”.

Preconstruction services shall not exceed thirty (30) days without an amendment to this agreement.

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4.1.3 County shall make payments in the manner and within the �me provided in the Contract Documents and in accordance with Texas Government Code, Chapter 2252.

4.2 Compensa�on for Construc�on Phase Services.

For CMAR's performance of the Work as described in Section 8.3, County shall pay CMAR the Contract Sum in current funds for CMAR's performance of this Contract. The Contract Sum is the Cost of the Work as defined in Article 5 plus CMAR's Fee.

4.2.1 CMAR & General Condi�ons Fees

CMAR and General Conditions Fee shall be proportion of the Cost of the Work that is incurred by the CMAR and shall include the following:

.1 CMAR's fees for construc�on phase services other than for self-performed construc�on work.

.2 CMAR overhead and profit.

.3 Rental charges and repair assessments for temporary facili�es and equipment, and costs of transporta�on, installa�on, minor repairs, dismantling, and removal.

.4 Office Expenses: Courier service, postage and expressage.

.5 Temporary U�li�es: Mobiliza�on and demobiliza�on, electric service (including field office trailers), water service (including field office trailers), sanitary holding tank and portable toilets, gas, heat and ven�la�on, construc�on facili�es and services, construc�on fencing, storage trailers, dewatering (not including subsurface water intrusion), weatheriza�on, winteriza�on, fire protec�on, IT, site ligh�ng, construc�on roads, temporary construc�on parking, clean-up, dumpsters, signage, safety, audit, and record storage.

.6 Taxes, Insurance, and Fees: Worker's compensa�on insurance, builder's risk insurance, insurance deduc�bles, public owner's protec�ve insurance, liability and property insurance for the project, automobile insurance, performance and payment bonds, legal fees, Preconstruc�on Phase services fee, construc�on phase services fee, overhead and profit.

.7 Construc�on Management Labor: Payroll tax fringes, construc�on management labor (except self-performed work), badging, drug tes�ng, safety officer, QA/QC manager, senior project manager, project manager, project engineer, senior superintendent, superintendent, vehicles and fuel for supervisory personnel.

.8 General Construc�on Debris Removal: Costs of removal of general construc�on debris from the site of the Work and its proper and legal disposal.

.9 Construc�on Survey Layout: Layout crew and licensed survey layout.

.10 Project Close-out: Close-out documents, as-built drawings, product warran�es, commissioning assistance, and turnover management.

4.2.2 Method of adjustment of CMAR's Fee for changes in the Work:

.1 CMAR Service Fee with Change in Contract Time: CMAR's Service Fee adjustment shall be $ (XXX dollars and no cents) per day, of the Cost of the Work directly atributable to any such change that is incurred or paid by CMAR during performance of the Work.

.2 CMAR Fee with No Change in Contract Time CMAR's Fee adjustment shall be equal to 10 Percent (%) of the Cost of the Work directly atributable to any such change that is incurred or paid by CMAR during performance of the Work.

NOTE: "Weather days," as described in UGC 8.5.2 are considered changes in Contract Time without change in Work; therefore, this condition does not apply.

4.2.3 A Subcontractor's overhead and profit for increases in the cost of its por�on of the Work shall not exceed fi�een percent (15%).

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4.2.4 The County shall pay CMAR a not to exceed amount for General Condi�ons costs in the amount of $(XXX dollars and no cents), which is XX% of the construc�on budget with a not to exceed amount per line-item category iden�fied below. If a line-item category total needs to be adjusted, they must be done through a contract amendment.

On-Site Project Management Staff $

*Es�mated On-Site Project Management and Staff Rates (measured against the GMP once accepted)

Project Execu�ve (XX months) $ Monthly Project Manager (XX months) $ Monthly Superintendents(s) (XX months) $ Monthly Asst. Superintendents (XX months) $ Monthly Safety Coordinator(s) (XX months) $ Monthly Bonds and Insurance $ Temporary Project Construc�on U�li�es $

Field Offices & Office Supplies $

4.3 Guaranteed Maximum Price.

4.3.1 CMAR guarantees that the Contract Sum shall not exceed the GMP set forth in the GMP

Amendment, as it is from �me to �me. To the extent the Cost of the Work exceeds the GMP, CMAR shall bear such costs in excess of the GMP without reimbursement or addi�onal compensa�on from County. The GMP is subject to adjustment for (1) scope changes, as described in Sec�on 4.4, and (2) Change Orders, authorized in accordance with the requirements of the Contract Documents. The difference, as of the date of final comple�on, between (1) the total aggregate sum of the Cost of the Work plus CMAR's Fee and (2) the GMP upon final comple�on of the Work, such difference referred to as the "Savings". Such savings shall be shared with ninety percent (90%) returned to the County and ten percent (10%) awarded to the CMAR. In the event that the project finishes pas the defined Contract Dura�on and outside the Substan�al Comple�on Date, all such saving’s shall be returned to the Owner.

4.3.2 The GMP is subject to addi�ons and deduc�ons by Change Order as provided in the Contract

Documents and the Date of Substan�al Comple�on shall be subject to adjustment as provided in the Contract Documents.

4.3.3 Although the Contract Sum is based upon the Cost of the Work plus the CMAR's Fee subject to a

GMP, as may be adjusted, County agrees to make progress payments to CMAR on a percentage of comple�on according to a Schedule of Values submited by the CMAR to the Owner and Engineer before the first Applica�on for Payment, alloca�ng the en�re contract Sum to the various por�ons of the Work. The schedule of values shall be prepared in the form and supported by the data to substan�ate its accuracy required by the Engineer. This schedule, unless objected to by the Owner or Engineer, shall be used as abasis for reviewing the CMAR’s Applica�on for Payment. Any changes to the schedule of values shall be submited to the Owner and Engineer and supported by such data to substan�ate its accuracy as the Engineer may require, and unless objected by the Owner and Engineer, shall be used as a basis for reviewing the CMAR’s subsequent Applica�on for Payment.

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4.4 Changes in the Work.

4.4.1 County may, without invalida�ng this Contract, order changes in the Work within the general scope of this Contract consis�ng of addi�ons, dele�ons, or other revisions. County shall issue such changes in wri�ng. A/E may make minor changes in the Work as provided in UGC 7.4. CMAR shall be en�tled to an equitable adjustment in the Contract Time as a result of changes in the Work.

4.4.2 Adjustments to the GMP on account of changes in the Work subsequent to the execu�on of the

GMP Amendment may be determined by any of the methods listed in UGC 7.3.3.

4.4.3 In calcula�ng adjustments to subcontracts (except those awarded with County's prior consent on the basis of cost plus a fee), the terms "cost" and "fee" as used in UGC 7.3.3.3 and the term "costs" as used in UGC 7.3.7 shall have the meanings assigned to them in the UGCs and shall not be modified by Sec�ons 4.2 through 4.3 and Sec�ons 5.1 through 5.10. Adjustments to subcontracts awarded with County's prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of this Contract, unless County has furnished CMAR with prior writen approval of the form and substance of a subcontract, in which case such adjustment shall be calculated in accordance with the terms and condi�ons of that subcontract.

4.4.4 In calculating adjustments to the GMP, the terms "cost" and "costs" as used in the above-referenced provisions of UGCs shall mean the Cost of the Work as defined in Sections 5.1 through 5.10 and the term "fee" shall mean the CMAR's Fee as defined in Section 4.2.

4.5 Rental Rates CMAR Owned Equipment.

4.5.1 Rental rate for CMAR owned equipment shall not exceed the standard rental rate paid at the place of the Project. A minimum of three (3) quotes will be required at the start of the project to ensure the CMAR rental rates being charged are the best value for the County.

ARTICLE 5

COST OF THE WORK FOR CONSTRUCTION PHASE & GENERAL CONDITIONS

5.1 Compensa�on for Construc�on Phase Fee Services

5.1.1 County shall pay CMAR the lump sum amount of $X (dollars and no cents) for Construc�on Phase services, which is XX% of the construc�on budget for all internal expenses and any other expenses not included in the Allowable General Condi�ons Costs iden�fied in Exhibit “A” including overhead and profit. This fee shall be added to the Cost of Work to compute the Guaranteed Maximum Prine (GMP).

5.2 Costs to be Reimbursed.

5.2.1 The term Cost of the Work shall mean costs necessarily incurred by CMAR in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of County. The Cost of the Work shall include only the items set forth in Sections 5.1 through 5.10

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5.2.2 It is the legal duty of the County's Auditor (The Hays County Auditor) to examine and either approve or not approve the lawfulness of all claims, bills, and accounts against County before such claim, bill, or account may be submited to County's governing body (The Hays County Commissioners Court) for approval of payment. Any cost outside of the GMP is subject to County's prior approval through a change order and/or contract amendment, prior to incurring the cost. The par�es shall endeavor to iden�fy any such costs prior to execu�ng GMP Amendment.

5.3 Labor and Subcontract Costs.

5.3.1 Wages of construc�on workers directly employed by the CMAR to perform the construc�on of the Work at the site

5.3.2 Amounts properly billed by Subcontractors for Work which has been approved by CMAR and

County, and which otherwise sa�sfies all requirements of the subcontracts and the Contract Documents. Except for preserva�on of CMAR's right to make receipt of payment from County a condi�on precedent to CMAR's obliga�on to pay subcontractors, vendors, and other contractees of CMAR, subcontractors, and other contracts otherwise shall conform to all applicable payment provisions of Texas law and this Contract and shall not be awarded on the basis of cost-plus fee without County's writen consent.

5.4 Costs of Materials and Equipment Incorporated in the Completed Construc�on.

5.4.1 Costs of transporta�on, onsite storage, installa�on, maintenance, dismantling and removal of materials, supplies, machinery, and equipment incorporated or to be incorporated in the completed construc�on.

5.4.2 Costs of materials, described in the preceding Paragraph 5.3.1, in excess of those actually installed to all for reasonable waste and spoilage. Unused excess materials, if any, shall become County's property at the comple�on of the Work or, at County's op�on, shall be sold by CMAR.

Any amounts realized from such sales shall be credited to County as a deduc�on from the Cost of the Work.

5.5 Costs of Other Materials and Related Items.

5.5.1 Costs of large-scale removal of debris from the site of the Work and its proper and legal disposal for site work or demolition that exceeds general construction debris removal as stated in the General Conditions.

5.6 Miscellaneous Costs.

5.6.1 Self-insurance for amounts of the coverages required by the Contract Documents, with County's prior approval. Premiums for that por�on of insurance and bonds required by the Contract Documents that can be directly atributed to this Contract. Premiums for company-wide coverage will be allocated on the basis of value of Work completed during the premium period, including Construc�on Manager’s Subcontractor default insurance program billed at 1.75% of the Cost of subcontracts and purchase orders enrolled in the Subcontractor default insurance program.

5.6.2 Royal�es and license fees paid for the use of a par�cular design, process, or product required by the Contract Documents; the costs of defending suits or claims for infringement of patent rights arising from such requirement of the Contract Documents; and payments made in accordance

RFP 2026-P03 Eastside Campus Project – CMAR Contract Page 8 of 26 with legal judgements against CMAR resul�ng from such suits or claims and payments; and payments of setlements made with County's consent. However, such costs of legal defenses, judgements, and setlements shall not be included in the calcula�on of CMAR's Fee or subject to the GMP. If such royal�es, fees, and costs are excluded by the last sentence in UGC 3.17 or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work.

5.6.3 Deposits lost for causes other than CMAR's negligence or failure to fulfill a specific responsibility in the Contract Documents.

5.7 Other Costs and Emergencies.

5.7.1 Other costs incurred in the performance of the Work if, and to the extent, approved in advance in wri�ng by County.

5.7.2 Costs incurred in taking ac�on to prevent threatened damage, injury, or loss in case of an emergency affec�ng the safety of persons and property, as provided in UGC 10.4.

5.7.3 Costs of repairing or correc�ng damaged or nonconforming Work executed by CMAR, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of CMAR and only to the extent that the cost of repair or correc�on is not recovered by CMAR from insurance, sure�es, Subcontractors, suppliers, or others.

5.8 Costs not to be Reimbursed.

The Cost of the Work shall not include the items listed below:

5.8.1 Salaries and other compensa�on of CMAR's personnel sta�oned at CMAR's principal office or offices other than the site office, except as may be provided in Ar�cle 5.

5.8.2 Expenses of CMAR's principal office and offices other than the site office

5.8.3 Overhead and general expenses, except as may be expressly included in Sec�ons 5.1 through 5.5

5.8.4 CMAR's capital expenses, including interest on CMAR's capital employed for the Work

5.8.5 Costs due to the negligence or failure of CMAR, Subcontractors and suppliers, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of this Contract

5.8.6 Any cost not specifically and expressly described in Sec�ons 5.1 through 5.5

5.8.7 Costs, other than costs included in Change Orders approved by County, that would cause the GMP to be exceeded

5.8.8 Costs for services incurred during the Preconstruc�on Phase

5.8.9 Any expenses or that are not allowed or incurred pursuant to the Hays County UGCs Ar�cle 16 which are incorporated herein by reference and of which CMAR acknowledges prior receipt of said UGCs; and

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5.9 Discounts, Rebates, and Refunds

5.9.1 Cash discounts obtained on payments made by CMAR shall accrue to County if (1) before making the payment, CMAR included them in an Applica�on for Payment and received payment from County, or (2) County has deposited funds with CMAR with which to make payments; otherwise, cash discounts shall accrue to CMAR. Trade discounts, rebates, refunds, and amounts received from sales of surplus materials and equipment shall accrue to County, and CMAR shall make provisions so that they can be obtained.

5.9.2 Amounts that accrue to County in accordance with the provisions of Paragraph 5.7.1 shall be credited to County as a deduc�on from the Cost of the Work.

5.10 Related Party Transac�ons.

5.10.1 For purposes of this Sec�on, the term "related party" shall mean a parent, subsidiary, affiliate or other en�ty having common ownership or management with CMAR; any en�ty in which any stockholder in, or management employee of, CMAR owns any interest in excess of ten percent (10%) in the aggregate; or any person or en�ty which has the right to control the business or affairs of CMAR. The term "related party" includes any member of the immediate family of any person iden�fied above.

5.10.2 If any of the costs to be reimbursed arise from a transaction between CMAR and a related party, CMAR shall notify County of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If County, after such notification, authorizes the proposed transaction, then the cost incurred shall be included as a cost to be reimbursed, and CMAR shall procure the Work, equipment, goods or service from the related party, as a Subcontractor, according to the terms of Subparagraphs 8.1.6 and 8.1.7 through 8.1.7.10. If County fails to authorize the transaction, CMAR shall procure the Work, equipment, goods or service from some person or entity other than a related party according to the terms of Subparagraphs 8.1.6 and

8.1.7 through 8.1.7.10.

5.11 Accoun�ng Records.

CMAR shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to County. County and County's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, CMAR's records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. CMAR shall preserve these records for a period of three (3) years after final payment, or for such longer period as may be required by law.

ARTICLE 6

PAYMENTS FOR CONSTRUCTION PHASE SERVICES

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6.1 Progress Payments.

6.1.1 Based upon Applica�ons for Payment submited to Owner’s Representa�ve, and A/E by CMAR and Cer�ficates for Payment issued by A/E, County shall make progress payments on account of the Contract Sum to CMAR as provided below and elsewhere in the Contract Documents.

6.1.2 The period covered by each Applica�on for Payment shall be one (1) calendar month ending on the last day of the month.

6.1.3 Prompt Payment Policy.

In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to CMAR will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which the County Auditor receives a correct invoice for services, whichever is later. CMAR may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy;

however, this policy does not apply in the event:

.1 There is a bona fide dispute between County and CMAR concerning the supplies, materials, or equipment delivered or the services performed that causes the payment to be late; or

.2 There is a bona fide dispute between CMAR and a subcontractor/ subconsultant or between a subcontractor/ subconsultant and its supplier concerning supplies, materials, or equipment delivered, or the Basic Services performed which causes the payment to be late; or

.3 The invoice is not submited to Hays County in strict accordance with instruc�ons, if any, on the purchase order, or this Contract or other such contractual agreement.

The County Auditor shall document to CMAR the issues related to disputed invoices within ten (10) days of receipt of such invoice. Any non-disputed invoices shall be considered correct and payable per the terms of Texas Government Code, Chapter 2251, V.T.C.A.

6.1.4 With each Applica�on for Payment, CMAR shall submit payrolls, pety cash accounts, receipted invoices or invoices with check vouchers atached, and any other evidence required by County or A/E to demonstrate that cash disbursements already made by CMAR on account of the Cost of the Work equal or exceed progress payments already received by CMAR, less that por�on of those payments atributable to CMAR's Fee, plus payrolls for the period covered by the present Applica�on for Payment. In addi�on to other required items, if requested by County, each Applica�on for Payment shall be accompanied by the following, all in a form and substance sa�sfactory to County and in compliance with applicable statutes of the State of Texas:

.1 With each Applica�on for Payment: a current Sworn Statement from CMAR se�ng forth all Subcontractors and all material suppliers with whom CMAR has subcontracted, the amount of each such subcontract, the amount requested for any Subcontractor or material supplier in the Applica�on for Payment, and the amount to be paid to CMAR from such progress payment as required by Texas Property Code, §53.085 (Bills-Paid Affidavit);

.2 With each Applica�on for Payment: a duly executed Condi�onal Waiver and Release on Progress Payment from CMAR and Subcontractors establishing receipt of payment or sa�sfac�on of the payment requested by CMAR in the current Applica�on for Payment as required by Texas Property Code, §53.284.

.3 Commencing with the second Applica�on for Payment submited by CMAR, a duly executed Uncondi�onal Waiver and Release on Progress Payment from CMAR and all Subcontractors, material suppliers and, where appropriate, lower �er subcontractors that have billed more

RFP 2026-P03 Eastside Campus Project – CMAR Contract Page 11 of 26 than five thousand dollars ($5,000) on a single applica�on of payment, establishing receipt of payment or sa�sfac�on of payment of all amounts requested on behalf of such en��es and disbursed prior to submital by CMAR of the current Applica�on for Payment;

.4 With the Final Applica�on for Payment: CMAR shall submit a Condi�onal Waiver and Release on Final Payment as required by Texas Property Code, §53.284. Upon receipt of final payment, CMAR shall submit an Uncondi�onal Waiver and Release on Final Payment as required by Texas Property Code, §53.284; and

.5 Such other informa�on, documenta�on, and materials as County, or the �tle insurer may require in order to ensure that County's property is free of lien claims. Such other documents may include, without limita�on, original copies of lien releases suitable for filing with the Hays County Clerk in the county where the Project is located.

6.1.5 Each Applica�on for Payment shall be based on the most recent schedule of values submited by

CMAR in accordance with the Contract Documents. The schedule of values shall allocate the en�re GMP among the various por�ons of the Work, except that CMAR's Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to substan�ate its accuracy as County or A/E may require. This schedule, unless objected to by County, Owner’s Representa�ve, or A/E, shall be used as a basis for reviewing CMAR's Applica�ons for Payment.

6.1.6 Applica�ons for Payment shall show the percentage of comple�on of each por�on of the Work as of the end of the period covered by the Applica�on for Payment. The percentage of comple�on shall be the percentage of that por�on of the Work which CMAR has actually been completed.

6.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows:

.1 Take that por�on of the GMP properly allocable to completed Work as determined by mul�plying the percentage of comple�on of each por�on of the Work by the share of the GMP allocated to that por�on of the Work in the schedule of values. Pending final determina�on of cost to County of changes in the Work, amounts not in dispute shall be included as provided in

UGC 7.3.9

.2 Add that por�on of the GMP properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorpora�on in the Work, or if approved in advance by County, suitably stored off the site at a loca�on agreed upon in wri�ng:

.3 Add CMAR's Fee, less retainage of five percent (10%). CMAR's Fee shall be computed upon the Cost of the Work at the rate stated in Sec�on 5.1 or, if CMAR's Fee is stated as a fixed sum in that Sec�on, shall be an amount that bears the same ra�o to that fixed-sum fee as the Cost of the Work bears to a reasonable es�mate of the probable Cost of the Work upon its comple�on;

.4 Subtract retainage of five percent (10%) from that por�on of the Work that CMAR self-performs;

.5 Subtract the aggregate of previous payments made by County;

.6 Subtract the shor�all, if any, indicated by CMAR in the documenta�on required by Paragraph

6.1.4 to substan�ate prior Applica�ons for Payment, or resul�ng from errors subsequently discovered by County's auditors in such documenta�on; and

.7 Subtract amounts, if any, for which County, Owner’s Representa�ve, or A/E has withheld or nullified a Cer�ficate for Payment as provided in UGC 9.5.

6.1.8 Except with County's prior approval, payments to Subcontractors shall be subject to reten�on of

RFP 2026-P03 Eastside Campus Project – CMAR Contract Page 12 of 26 not less than five percent (5%). County and CMAR shall agree upon a mutually acceptable procedure for review and approval of payments and reten�on for subcontracts.

6.1.9 Except with County's prior approval, CMAR shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site.

6.1.10 In taking ac�on on CMAR's Applica�ons for Payment, A/E, Owner’s Representa�ve, and County shall be en�tled to rely on the accuracy and completeness of the informa�on furnished by CMAR.

Review or approval of CMAR's Applica�ons for Payment by County, Owner’s Representa�ve, or A/E shall not cons�tute a representa�on that either County, Owner’s Representa�ve, or A/E has made a detailed examina�on, audit or arithme�c verifica�on of the documenta�on submited by CMAR; made exhaus�ve or con�nuous inspec�ons of the Work; or whether CMAR has properly paid its Subcontractors, suppliers, laborers, equipment providers or others how provided labor or materials to the Project. Such examina�ons, audits and verifica�ons, if required by County, the Contract Documents, or applicable law, will be performed by County's auditors ac�ng in the sole interest of County.

6.2 Final Payment.

6.2.1 Final payment shall be made by County to CMAR when

.1 CMAR has fully performed this Contract except for CMAR's responsibility to correct Work as provided in UGC 12.2.2, and to sa�sfy other requirements, if any, which extend beyond final payment.

.2 CMAR has submited a final accoun�ng for the Cost of the Work and a final Applica�on for Payment; and

.3 a final Cer�ficate for Payment has been issued by Owner’s Representa�ve, and A/E; and

.4 the requirements of UGC 9.10 have been sa�sfied.

6.2.2 County's final payment to CMAR shall be made no later than thirty (30) business days a�er the issuance of Owner’s Representa�ve, and A/E's final Cer�ficate for Payment, or as otherwise provided in the Contract Documents or by applicable law.

6.2.3 County's auditors will review and report in wri�ng on CMAR's final accoun�ng within thirty (30) business days a�er delivery of the final accoun�ng to County by CMAR. Based upon such Cost of the Work as County's auditors report to be substan�ated by CMAR's final accoun�ng, and provided the other condi�ons of Paragraph 6.2.1 have been met, Owner’s Representa�ve, and A/E will, within seven (7) business days a�er receipt of the writen report of County's auditors, either issue to County a final Cer�ficate for Payment with a copy to CMAR, or no�fy CMAR and County in wri�ng of Owner’s Representa�ve, A/E's reasons for withholding a cer�ficate as provided in UGC 9.5. The �me periods stated in this Sec�on supersede those stated in UGC 9.4.

Owner’s Representa�ve, and A/E are not responsible for verifying the accuracy of CMAR's final accoun�ng.

RFP 2026-P03 Eastside Campus Project – CMAR Contract Page 13 of 26

6.2.4 If County's auditors report the Cost of the Work as substan�ated by CMAR's final accoun�ng to be less than claimed by CMAR, CMAR shall be en�tled to request media�on of the disputed amount without seeking an ini�al decision pursuant to UGC 15.2. A request for media�on shall be made by CMAR within thirty (30) business days a�er CMAR's receipt of a copy of Owner’s Representa�ve, A/E's final Cer�ficate for Payment. Failure to request media�on within these thirty (30) businesses days period shall result in the substan�ated amount reported by County's auditors becoming binding on CMAR. Pending a final resolu�on of the disputed amount, County shall pay CMAR the amount cer�fied in Owner’s Representa�ve, and A/E's final Cer�ficate for Payment.

ARTICLE 7

INSURANCE AND BONDS

For all phases of the Project, CMAR and County shall purchase and maintain insurance, and bonds as set forth below, in the Contract Documents, or as required by law.

7.1 Upon execution of this Contract, CMAR shall provide a security bond in the amount of five percent (5%) of County's budget, as specified in the Request for Qualifications/Request for Proposals. The surety for a security bond shall meet the same requirements as set forth for payment and performance bonds.

7.2 Upon acceptance by County of the GMP Proposal, CMAR shall provide performance and payment bonds on forms acceptable to County. The penal sum of the payment and performance bonds shall be equal to the GMP. If construc�on is phased or staged with different GMPs established at different �mes, the penal sum of the bonds shall be increased at the start of each stage or phase based on the cumula�ve total value of all GMPs in effect.

7.3 Prior to final payment, CMAR shall provide County with a Warranty Bond in the sum of ten percent (10%) of the GMP for Construc�on Manager At-Risk Contracts for twelve (12) months from Substan�al Comple�on of the Work. The form of bond shall be approved by the Owner’s Representa�ve, and County.

7.4 CMAR shall not commence Work under this Contract un�l it has obtained all required insurance and un�l evidence of the required insurance has been reviewed and approved by County. County's review of the insurance shall not relieve nor decrease the liability of CMAR. Prior to commencing any Work under this Contract, CMAR shall provide evidence of the following insurance coverages:

7.4.1 Preconstruc�on Phase. Employer's Liability, Workers' Compensa�on, Comprehensive General

Liability and Comprehensive Automobile Liability in the amounts as set forth in the Request for Qualifica�ons/Request for Proposal, atached as an Exhibit, in the UGCs, or as otherwise specified or required by the County

7.4.2 Construc�on Phase. In addi�on to the coverages required during the Preconstruc�on Phase, Builder's Risk in the amounts as set forth in the Request for Qualifica�ons/Request for Proposal, atached as an Exhibit, in the UGCs, or as otherwise specified or required by the County

7.4.3 Prior to commencing any construc�on work, CMAR shall provide evidence of Builder's Risk coverage as set forth in the Request for Qualifica�ons/Request for Proposal, atached as an Exhibit, in the UGCs, or as otherwise specified or required by the County, which coverage shall remain in full force and effect throughout the term of the Project and shall be increased as necessary for each separate bid package, phase, change order, or Stage of construc�on prior to the

RFP 2026-P03 Eastside Campus Project – CMAR Contract Page 14 of 26 commencement of construc�on for that package, phase, or Stage; and

7.4.4 CMAR shall include required insurance informa�on in trade packages and indicate on bid/proposal forms the insurance that bidders/proposers are to include in their base bids/proposals.

7.5 CMAR shall not cause or allow any of its required insurance to be canceled, nor permit any insurance to lapse during the term of this Contract or as required in this Contract. If CMAR fails to obtain, maintain, or renew any insurance required by this Contract, County may obtain insurance coverage directly and recover the cost of that insurance from CMAR.

7.6 County reserves the right to review the insurance requirements set forth in this Ar�cle during the effec�ve period of this Contract and to make reasonable adjustments to the insurance coverages and their limits when deemed necessary and prudent by County based upon changes in statutory law, court decisions, or the claims history of the industry as well as CMAR.

7.7 County shall be en�tled, upon request, and without expense, to receive complete copies of the policies with all endorsements and may make any reasonable requests for dele�on, or revision or modifica�on of par�cular policy terms, condi�ons, limita�ons, or exclusions, except where policy provisions are established by law or regula�on binding upon the Par�es or the underwriter of any of such polices.

Damages caused by CMAR failing to purchase and maintain the insurance required by this Contract shall be paid by CMAR.

7.8 The cost of premiums for any addi�onal insurance coverage desired by CMAR in excess of that required by this Contract or the Contract Documents shall be borne solely by CMAR out of its fees and not included in the GMP Proposal as a Direct Construc�on Cost.

ARTICLE 8

CMAR'S RESPONSIBILITIES

CMAR's Preconstruction Phase responsibilities are set forth in Sections 8.1 through 8.2. CMAR's Construction Phase responsibilities are set forth in Section 8.3. County and CMAR may agree, in consultation with A/E, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. CMAR shall designate a representative authorized to act on behalf of CMAR with respect to the Project.

8.1 Preconstruc�on Phase.

8.1.1 CMAR: CMAR shall provide a preliminary evalua�on of County's program, design criteria, schedule, and construc�on budget requirements, each in terms of the other.

RFP 2026-P03 Eastside Campus Project – CMAR Contract Page 15 of 26

8.1.2 Consulta�on: CMAR shall schedule and conduct mee�ngs with A/E, Owner’s Representa�ve, and County to discuss such maters as procedures, progress, coordina�on, and scheduling of the Work. Frequent mee�ngs are an�cipated prior to County's acceptance of the GMP and during the comple�on of the Contract Documents. CMAR shall advise A/E, Owner’s Representa�ve, and County on proposed site use and improvements, selec�on of materials, and building systems and equipment. CMAR shall also provide recommenda�ons in wri�ng consistent with the Project requirements to A/E, Owner’s Representa�ve, and County on constructability; availability of materials and labor; �me requirements for procurement, installa�on and construc�on; and factors related to construc�on cost including, but not limited to, costs of alterna�ve designs or materials, preliminary budgets, life-cycle data, and possible cost reduc�ons.

8.1.3 Preliminary Project Schedule.

.1 When Project requirements described in Paragraph 9.1.1 have been sufficiently iden�fied, CMAR shall prepare, and periodically update, a preliminary Project schedule for review and approval by A/E, Owner’s Representa�ve, and County. CMAR shall coordinate and integrate the preliminary Project schedule with the services and ac�vi�es of County, A/E, and CMAR. As the design proceeds, the preliminary Project schedule shall be updated by CMAR to indicate proposed ac�vity sequences and dura�ons, milestone dates for receipt and approval of per�nent informa�on, submital of a GMP proposal, prepara�on and processing of shop drawings and samples, delivery of materials or equipment requiring long-lead-�me procurement, County's occupancy requirements, showing por�ons of the Project having occupancy priority, and the proposed date of Substan�al Comple�on. If preliminary Project schedule updates indicate that previously approved schedules may not be met, CMAR shall make recommenda�ons to A/E and County in wri�ng.

.2 CMAR shall, at County's request, atend public mee�ngs and hearings concerning the development and schedule of the Project.

.3 When Project requirements described in Paragraph 9.1.4 have been sufficiently iden�fied, CMAR shall prepare, and periodically update, a Project schedule for Owner’s Representa�ve and County's acceptance. CMAR shall obtain A/E's approval for the por�on of the Project schedule rela�ng to the performance of A/E's services. The Project schedule shall coordinate and integrate CMAR's services, A/E's services, other County consultants' services, and County's responsibili�es and iden�fy items that could affect the Project's �mely comple�on. The updated Project schedule shall include the following: submission of the GMP proposal;

components of the Work; �mes of commencement and comple�on required of each Subcontractor; ordering and delivery of products, including those that must be ordered well in advance of construc�on; and the occupancy requirements of County.

8.1.4 Phased Construc�on: CMAR shall provide recommenda�ons in wri�ng with regard to accelerated or fast-track scheduling, procurement, or phased construc�on. CMAR shall take into considera�on cost reduc�ons, cost informa�on, constructability, provisions for temporary facili�es and procurement and construc�on scheduling issues.

8.1.5 Preliminary Cost Es�mates.

.1 Based on the preliminary design and other design criteria prepared by A/E, CMAR shall prepare preliminary es�mates of the Cost of the Work or the cost of program requirements using area, volume or similar conceptual es�ma�ng techniques for Owner’s Representa�ve, and A/E review and County's approval. If A/E or CMAR suggest alterna�ve materials and systems, CMAR shall provide cost evalua�ons of those alterna�ve materials and systems in wri�ng.

RFP 2026-P03 Eastside Campus Project – CMAR Contract Page 16 of 26

.2 As the Drawings, Specifica�ons, and other Contract Documents are developed, CMAR shall prepare and update, at appropriate intervals agreed to by County, Owner’s Representa�ve, CMAR and A/E, es�mates of the Cost of the Work of increasing detail and refinement and allowing for the further development of the design un�l such �me as County and CMAR agree on a GMP for the Work. Such es�mates shall be provided for the Owner’s Representa�ve’s, and A/E's review and County's approval. CMAR shall inform Owner’s Representa�ve, A/E, and County when es�mates of the Cost of the Work exceed the latest approved Project budget and make recommenda�ons for correc�ve ac�on in wri�ng.

8.1.6 Subcontractors and Suppliers: CMAR shall develop bidders' interest in the Project. CMAR shall comply with all applicable laws, statutes, ordinances, codes, rules and regula�ons, and lawful orders of public authori�es applicable to its performance under this Contract, and with equal employment opportunity programs, and other programs as may be required by governmental and quasi-governmental authori�es.

8.1.7 Subcontractor Procurement: The County has the following requirements for subcontractor procurement for the performance of the Work:

.1 Develop a bid/proposal package strategy in coordina�on with the County that addresses the en�re scope of each phase and stage of the Project. In developing the bid/proposal package strategy, CMAR shall iden�fy all bid/proposal packages on which CMAR intends to submit a self-performance bid/proposal. The bid/proposal package strategy shall be reviewed with County on a regular basis and revised throughout the buyout of the Project so as to best promote the interest of the Project and the County.

.2 Contractor shall publicly adver�se and solicit compe��ve lump sum bids/proposals from trade contractors or subcontractors for the performance of all major elements of the Project other than the minor work that may be included in General Condi�ons. Criteria for determining the bid/proposal that provides the best value to the County shall be established by the Project Team and included in the request for bids/proposals. CMAR shall no�fy County in advance in wri�ng of the date it will receive the bids/proposals.

.3 Schedule and conduct pre-bid conferences with interested bidders/proposers, Subcontractors, material suppliers, and equipment suppliers, and record minutes of the conferences.

.4 CMAR and County shall review all trade contractor or Subcontractor bids/proposals in a manner that does not disclose the contents of any bid/proposal to persons outside of the Project Team during the selec�on process. Based on the selec�on criteria included in the request for proposals, CMAR shall recommend to County, in a format acceptable to the County, the bid/proposal that provides the best value for the Project. Upon County's writen concurrence with the recommenda�on, CMAR may nego�ate the terms of the subcontract with the apparent best value bidder/proposer.

.5 All subcontracts must be on a lump sum basis unless other payment terms are approved in wri�ng and in advance by the County. Upon County's concurrence in the final terms of the subcontract, CMAR shall enter into a writen subcontract for the subcontract work and upon request provide a copy to County. All bids/proposals shall be publicly available a�er award of the subcontract or within seven (7) days a�er the date of final selec�on, RFP 2026-P03 Eastside Campus Project – CMAR Contract Page 17 of 26 whichever is later.

.6 If CMAR reviews, evaluates, and recommends to County a bid/proposal from a qualified trade contractor or subcontractor, but County requires another bid/proposal to be accepted, County shall compensate CMAR by a change in price, �me, or Guaranteed Maximum Price for any addi�onal cost and risk CMAR incurs because of County's requirement that the other bid/proposal be accepted.

.7 CMAR may seek to self-perform por�ons of the Project iden�fied for self-performance in the bid/proposal strategy. CMAR must submit a bid/proposal for the self-performance work in the same manner as all other trade contractors or Subcontractors.