RFP S-10700-00005334 - AttachmentD - OLCC Warehouse Relocation.pdf

ATTACHMENT D

SAMPLE CONSTRUCTION MANAGER/ GENERAL

CONTRACTOR (“CM/GC”) CONTRACT

PO-10700-000XXXXX

The CM/GC Contract is between:

The OWNER: The State of Oregon, acting by and through its

Department of Administrative Services, Procurement Services (“DAS PS”) on behalf of the Oregon Liquor and Cannabis Commission

(“OLCC”), collectively hereinafter called the

“Owner”

And

CONSTRUCTION MANAGER/ GENERAL

CONTRACTOR

(Referred to in the State of Oregon General

Conditions for Public Improvement Contracts as the “Contractor” and referred to herein as the “CM/GC”):

(Insert Company Name here)

Individually, the Owner and the CM/GC are each referred to as a “Party” to this CM/GC Contract, and collectively as the “Parties.”

The Project: OLCC Warehouse and Headquarters Relocation

(the “Project”)

The Architect: LRS Architects Inc.

720 NW Davis Street, Suite 300

Portland, OR 97209

Owner’s Consultant: Inici Group, LLC dba Cumming Group

4640 S Macadam Avenue, Suite 100

Portland, OR 97239

Owner’s Authorized Representative:

Owner’s Representative Support:

OLCC – Jeff Samuels, Administrative Services

Director

Jeff.Samuels@oregon.gov

DAS Enterprise Asset Management (“DAS

EAM”)—Scott Nebeker, Construction and

Facility Maintenance Manager

Scott.Nebeker@das.oregon.gov

Owner’s Target Guaranteed Maximum Price

(“GMP”):

$99,000,000 mailto:Jeff.Samuels@oregon.gov mailto:Scott.Nebeker@das.oregon.gov

TABLE OF CONTENTS

ARTICLE PAGE

1 Definitions p. 3

2 Contract Documents p. 6

3 Work of The Contract p. 6

4 Relationship and Role of the Parties p. 12

5 Date of Commencement; Substantial and Final Completion p. 13

6 Fees, Contract Sum and GMP p. 14

7 Changes in the Work p. 20

8 Cost of the Work (To Be Reimbursed) p. 21

9 Costs Excluded from Cost of Work (Not to Be Reimbursed) p. 24

10 Discounts, Rebates and Refunds p. 24

11 Subcontracts and other Contracts p. 25

12 Accounting Records p. 29

13 Progress Payments p. 29

14 Final Payment p. 31

15 Termination or Suspension p. 32

16 Representations, Warranties and Certifications p. 32

17 Miscellaneous p. 34

EXHIBITA STATE OF OREGON GENERAL CONDITIONS FOR PUBLIC

IMPROVEMENT CONTRACTS (“GENERAL CONDITIONS”)

EXHIBIT B SUPPLEMENTAL GENERAL CONDITIONS

EXHIBIT C GMP AMENDMENT TO CM/GC CONTRACT

EXHIBIT D EARLY WORK AMENDMENT TO CM/GC CONTRACT

EXHIBIT E COST FOR GENERAL CONDITIONS WORK BREAKOUT

EXHIBIT F PRELIMINARY PROJECT SCHEDULE

EXHIBIT G COLLABORATIVE PROJECT DELIVERY (“CPD”)

EXHIBIT H CONTRACT CLOSEOUT COMPLIANCE CHECKLIST

EXHIBIT I PERFORMANCE BOND FORM

EXHIBIT J PAYMENT BOND FORM

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

ARTICLE 1

DEFINITIONS

Except as expressly defined or modified below or elsewhere in this State of Oregon Construction

Manager/General Contractor Contract (the “CM/GC Contract”), all capitalized terms (other than the titles of articles or sections of this CM/GC Contract or the Contract Documents, the titles of personnel or other proper nouns) shall have the meanings set forth in Section A of the State of Oregon General Conditions for Public Improvement Contracts, January 1, 2012, attached as Exhibit A hereto (the "General

Conditions"). The terms “Contractor” and “CM/GC” are used interchangeably in the Contract Documents.

The terms below are expressly defined as follows:

1.1 Affiliate. “ Affiliate” means any subsidiary of the CM/GC, and any other entity in which the

CM/GC has a financial interest or which has a financial interest in the CM/GC including without limitation parent companies, related businesses under the same holding company, or any person or entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the CM/GC.

1.2 Allowances. “ Allowances” means the allowance amounts shown in the Guaranteed Maximum Price

(“GMP”) Supporting Documents, together with any further allowances as may be developed by the Parties as the Project progresses.

1.3 Amendment. “ Amendment” means a written modification of the Contract (including without limitation any agreed change to the GMP), identified as an Amendment, and executed by the Parties and, if required, approved in writing on behalf of the Owner by the Oregon Department of Justice

(“DOJ”).

1.4 Business Days. “ Business Days” means 8:00 a.m. to 5:00 p.m., Pacific Time, every day except

Saturday, Sunday, and legal holidays recognized for employees of the State of Oregon.

1.5 Certified Business Firm or COBID Certified Business. “Certified Business Firm” or “COBID

Certified Business” means a disadvantaged business enterprise, minority-owned business, woman-owned business, business that a service-disabled veteran owns or an emerging small business that the Certification Office for Business Inclusion and Diversity has certified under Oregon Revised

Statute (“ORS”) 200.055.

1.6 Change Order. “Change Order” means a written modification of the Contract under Section D.1 of the General Conditions, that is specifically identified as a Change Order and executed by the

Parties, and, if required, approved in writing on behalf of the Owner by DOJ.

1.7 CM/GC Contract. “CM/GC Contract” means this document entitled “Construction

Manager/General Contractor (“CM/GC”) Contract, that is signed by the Parties and consisting of

Articles 1 through 17 and including Exhibits A, B, C, D, E, F, G, H, I, and J to the CM/GC

Contract and all other documents or other materials attached or incorporated by reference into this document or Exhibits A, B, C, D, E, F, G, H, I, and J.

1.8 CM/GC Field Work. “ CM/GC Field Work” means customary layout, clean-up, supervision of the

Work, and portions of the Work provided by CM/GC that are of a minor nature and not feasibly part of the subcontracted work due to the following: exclusions by the Subcontractor not resolved through the process described in Article 11.3.3, 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 Field 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 Owner, (ii) such

Work is identified as CM/GC Field Work in monthly billings, and (iii) CM/GC receives prior written approval of the Owner’s Authorized Representative as to the scope of such CM/GC Field Work.

1.9 CM Services. “ CM Services” has the meaning given in Article 3.3 below.

1.10 COBID. “COBID” means the State of Oregon Certification Office for Business Inclusion and

Diversity.

1.11 Construction Documents. “Construction Documents” means the Project drawings, specifications and other documents prepared by the Architect from the Owner-approved Design Development

Documents, which set forth in detail the requirements for construction of the Project, as well as the documents pertaining to procurement and contracting for the construction of the Project.

1.12 Construction Phase. “Construction Phase” means the period that begins on the date the Owner executes a GMP Amendment or Early Work Amendment, together with the earlier of (i) Owner’s issuance of a Notice to Proceed with any on-site construction or (ii) the CM/GC’s execution of a subcontract or issuance of a purchase order for materials or equipment required for the Work.

1.13 Construction Phase Services. “ Construction Phase Services” means all of the Work other than the Preconstruction Phase Services.

1.14 Contract. “Contract” means the CM/GC Contract signed by the Parties and all other Contract

Documents, all of which constitute the entire agreement of the Parties with regard to the Project and the subject matter addressed in the CM/GC Contract and the Contract Documents.

1.15 Contract Documents. “ Contract Documents” has the meaning given to that term in Section A of the General Conditions, as supplemented by Article 2.1 below.

1.16 Cost of the Work. “Cost of the Work” has the meaning given that term in Article 8 of this CM/GC

Contract.

1.17 Cost for General Conditions Work. “Cost for General Conditions Work” means sums paid on a cost reimbursable maximum not-to-exceed price basis as described in Article 8.8 and as included in Exhibit E, Cost for General Conditions Work Breakout.

1.18 Design Development Documents. “Design Development Documents” means the design documents developed by the Architect from the Owner-approved Schematic Design Documents that consist of the drawings and other documents to fix and describe the size and character of the entire Project, including architectural, structural, mechanical, electrical, and other systems, materials and such other elements as may be appropriate for the Project.

1.19 Early Work. “Early Work” means Construction Phase Services, construction materials and other

Work authorized by Amendment that the Parties agree should be performed by CM/GC in advance of establishment of the GMP. Permissible Early Work is 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 before establishing the GMP will materially affect the critical path schedule of the Project.

1.20 Early Work Amendment. “Early Work Amendment” means an Amendment to the Contract executed by and between the Parties to authorize Early Work.

1.21 General Conditions Work. “ General Conditions Work” or “GC Work” means that portion of the

Work required to support construction operations at the job site that is not included within overhead or general expense, and not otherwise included in or excluded from the Cost of the Work in Article 8 or Article

9, including the cost of expenses of Contractor’s offices at the job site (e.g. job trailer), telephone calls, communication devices, computers, software, vehicle cost, postage and parcel delivery charges, telephone service at the Project site and reasonable petty cash expenses of the CM/GC’s office at the Project site, which are solely for the benefit of the Work and wages or salary of personnel at or below the level of Senior

Project Manager stationed at the Project site.

Salaries and other compensation of the CM/GC’s personnel stationed at the CM/GC’s principal offices or offices other than the CM/GC’s office at the Project site and the expenses of the CM/GC’s principal offices and offices other than the Project site office are not included in General Conditions Work and are governed by Article 9, Sections 9.1.1, 9.1.2, and Article 8, Sections 8.2.2 and 8.2.3.

1.22 Guaranteed Maximum Price. “Guaranteed Maximum Price” or “ GMP” means the guaranteed maximum, not-to-exceed, price provided to the Owner by CM/GC and accepted by the Owner for the

Work under this CM/GC Contract, that includes all reimbursable costs and fees for completion of the

Contract Work and any particularly identified contingency amounts, as stated in dollars within the

GMP Amendment, and as determined in accordance with Article 6, and as it may be adjusted from time to time pursuant to the provisions of the CM/GC Contract.

1.23 GMP Amendment. “ GMP Amendment” means an Amendment to the Contract, issued in the form of Exhibit C and executed by and between the Parties, to establish the GMP and identify the

GMP Supporting Documents for Construction Phase Services.

1.24 GMP Supporting Documents. “ GMP Supporting Documents” means the documents identified in the GMP Amendment as the basis for establishing the GMP. The GMP Supporting Documents must expressly identify the Plans and Specifications, assumptions, qualifications, exclusions, conditions, allowances, unit prices, and alternates that form the basis for the GMP.

1.25 Owner’s Authorized Representative. “Owner’s Authorized Representative” has the meaning given to that term in Section A.1 of General Conditions.

1.26 Owner’s Representative Support. Owner’s Representative Support means the individual(s) identified in writing by the Owner to assist the Owner’s Authorized Representative on this Project.

Owner’s Representative Support will provide Project support as requested by Owner’s Authorized

Representative, which may include, but not be limited to, input on applicable DAS EAM building standards.

1.27 Preconstruction Phase. “Preconstruction Phase” means the period commencing on the Effective

Date of this CM/GC Contract and ending upon commencement of the Construction Phase, provided however, if the Owner and CM/GC agree, the Construction Phase may begin before the

Preconstruction Phase is complete, in which case both phases shall proceed concurrently, subject to the terms and conditions of the Contract.

1.28 Preconstruction Phase Services. “ Preconstruction Phase Services” means all services described in Article 3.1, and any similar services described in the Request for Proposals supporting this

CM/GC Contract, including such similar services as are described in the CM/GC's Proposal in response to the RFP, to the extent they are accepted by Owner, but excluding any Early Work. Any

Early Work shall be considered part of the Construction Phase Services.

1.29 Schematic Design Documents. “Schematic Design Documents” means those design documents prepared by the Architect from the Owner-approved Project programming information consisting of drawings and other documents illustrating the general scope, scale and relationship of Project components for acceptance by the Owner.

1.30 Scope Change. “Scope Change” means 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 Owner 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 Owner of the Allowance items exceeds the total amount of the Allowances).

1.31 State. “State” means the State of Oregon.

1.32 Work. “Work” means the Preconstruction Phase Services, Construction Phase Services and other services/work described in Article 3 of this CM/GC Contract and elsewhere in the Contract

Documents.

ARTICLE 2

CONTRACT DOCUMENTS

2.1 Contract between the Parties. For valuable consideration as stated below, the Owner and the

CM/GC agree to the terms of the Contract that are set forth in or incorporated by reference into this

CM/GC Contract and all other Contract Documents. For purposes of this Project, the Contract

Document identified as "Public Improvement Contract" in the General Conditions shall mean this

CM/GC Contract.

2.2 Effective Date. This CM/GC Contract is effective on the first date on which every Party has signed this CM/GC Contract and the Owner has received all necessary approvals, including approval for legal sufficiency by DOJ.

2.3 The Contract; Order of Precedence. This CM/GC Contract, together with the other Contract

Documents, form the entire agreement between the Parties and constitutes the Contract between the

Parties as that term is defined in this CM/GC Contract and the General Conditions. Except as expressly otherwise provided herein, the order of precedence for the Contract is established in

Section A.3 of the General Conditions, as modified by the Supplemental General Conditions, if there are inconsistent or conflicting terms among the CM/GC Contract and the other Contract Documents.

ARTICLE 3

WORK OF THE CONTRACT

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

Services described below on an ongoing basis in support of, and in conformance with, the time frames described in the Preliminary Project Schedule (Exhibit F). 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.

3.1.1 General Preconstruction Phase Services. The CM/GC shall include, but not be limited to, the following services relating to design and preconstruction tasks:

(a) The CM/GC shall consult with, advise, assist, and provide recommendations to the

Owner, Owner’s Authorized Representative, Owner’s Consultant, and the

Architect/Engineer Design Team on all aspects of the planning and design of the

Work.

(b) The CM/GC shall jointly schedule and attend regular meetings with the Architect, Owner’s Consultant, and Owner’s Authorized Representative. The CM/GC shall consult with the Owner, Owner’s Consultant, the Architect and the Owner’s

Authorized Representative regarding site use, new construction, and the selection of materials, building systems and equipment.

(c) 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.

(d) The CM/GC shall review in-progress design documents, including the documents generally described in the industry as Design Development Documents and Construction

Documents and provide input and advice on construction feasibility, alternative materials, and availability and timely suggest modifications to improve completeness and clarity.

(e) The CM/GC shall assist in seismic evaluation of brace frame vs. concrete shear walls. The CM/GC shall evaluate the cost and constructability of bracing options and make recommendations to the Architect, Owner’s Consultant, and Owner’s

Authorized Representative.

3.1.2 Schedule. The CM/GC shall provide the following services related to the schedule for the

Project (the “Project Schedule”):

(a) The CM/GC shall prepare, and periodically update, the Preliminary Project

Schedule for the Architect’s and Owner’s Consultant’s review and the Owner’s

Authorized Representative’s approval.

(b) The CM/GC shall coordinate and integrate the Preliminary Project Schedule with the services and activities of the Owner, the Architect, Owner’s Consultant, and the

CM/GC. As design proceeds, the 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 the Owner’s occupancy requirements showing portions of the Project having occupancy priority, provided that the date(s) of Substantial Completion shall not be modified without the Owner’s prior written approval. If Project Schedule updates indicate that previously approved schedules may not be met, the CM/GC shall make appropriate recommendations to the Owner’s Authorized Representative, Owner’s Consultant, and the Architect.

3.1.3 Phasing. The CM/GC shall make recommendations to the Architect, Owner’s Consultant, and Owner’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 that may include, but not be limited to, cost of labor and materials, time of performance, availability of labor and materials, and provisions for temporary facilities.

3.1.4 Cost estimating. The CM/GC shall provide the following services relating to cost estimating:

(a) The CM/GC shall prepare, for the review by the Architect, Owner’s Consultant, and

Owner’s Authorized Representative and approval by the Owner, a preliminary cost estimate utilizing area, volume or similar conceptual estimating techniques.

(b) When Construction Documents have been prepared by the Architect and approved by the Owner, the CM/GC shall prepare a detailed cost estimate with supporting data for review by the Architect, Owner’s Consultant, and Owner’s Authorized

Representative and approval by the Owner. The CM/GC shall update and refine this estimate at appropriate intervals agreed to by the Owner, Architect, Owner’s

Consultant, and Owner’s Authorized Representative and the CM/GC.

(c) If any cost estimate submitted to the Owner exceeds previously approved cost estimates or the Owner’s budget, the CM/GC shall make appropriate recommendations to the Architect, Owner’s Consultant and Owner’s Authorized

Representative for review.

(d) CM/GC shall notify the Owner, Owner’s Consultant, and the Architect/Engineer

Design Team immediately if any construction cost estimate appears to be exceeding the construction budget.

(e) The CM/GC otherwise shall, in consultation with the Architect, Owner, Owner’s

Consultant, and Owner’s Authorized Representative, develop a GMP within the

Target GMP and within the Owner’s schedule.

3.1.5 Subcontractors and Suppliers. The CM/GC shall perform the following services relating to

Subcontractors and suppliers:

(a) The CM/GC shall seek to develop Subcontractor and supplier interest in the Project, consistent with applicable legal requirements, and shall furnish to the Owner’s

Authorized Representative, Owner’s Consultant, and the 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, the "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 this list shall not require the Owner, the Owner’s Authorized Representative, Owner’s

Consultant, or the Architect to investigate the qualifications of proposed

Subcontractors and suppliers, nor shall it waive the right of the Owner, Owner’s

Consultant, or the Architect later to object to or reject any proposed Subcontractor, supplier, or method of procurement.

(b) The CM/GC shall provide input to the Owner, Owner’s Consultant, and the

Architect/Engineer Design Team regarding t h e current construction market bidding climate, the status of key subcontract markets, and other local economic conditions. The 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. The CM/GC shall advise the Owner on subcontracting opportunities for COBID Certified Businesses.

3.1.6 Long Lead Items. The CM/GC shall recommend a schedule for procuring long-lead time items that 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 the procurement, and approval of such schedule by the Owner.

The CM/GC shall expedite the delivery of long-lead time items.

3.1.7 Special Procurement Needs. The CM/GC shall work with the Owner as needed in identifying critical elements of the Work that may require special procurement processes, such as prequalification of Offerors or alternative contracting methods.

3.1.8 Energy Efficiency. The CM/GC shall work with the Owner, Owner’s Consultant, and the

Architect/Engineer Design Team as needed to maximize energy efficiency in the Project, including without limitation providing estimating and VE support to the Owner’s analysis and application for energy related incentive programs offered by local utilities.

3.1.9 Arts. The CM/GC shall work with the Owner, Owner’s Consultant, and the

Architect/Engineer Design Team as needed to facilitate changes to the Project necessary to allow incorporation of works of art to satisfy the Project’s 1% for Art program into the design and construction of the building. (ORS 276.073 et seq. and Oregon Administrative

Rules (“OAR”) Chapter 123 Division 475). Owner’s cost of the art objects is not included in the Cost of the Work or the GMP, but the CM/GC’s costs relating to facilitating changes to accommodate the handling and installation of the art are part of the Cost of the Work and are included in the GMP.

3.1.10 Green Energy Technology. The CM/GC shall work with the Owner, Owner’s Consultant, and the Architect/Engineer Design Team as needed to create design elements needed to satisfy the 1.5% Green Energy Technology (“GET”) requirements of ORS 279C.527, 279C.528 and OAR 330-135-0010 to 330-135-0055. Owner may choose to defer the appropriate percentage of set aside funds to a larger more efficient project if incorporating

GET proves to be a visual or mechanical hindrance to the Project.

3.1.11 SEED/LEED. The CM/GC shall work with the Owner, the Owner’s Authorized

Representative, Owner’s Consultant, and the Architect/Engineer Design Team as needed to comply with the State of Oregon Energy Efficiency Design (“SEED”) Certification requirements applicable to the building and Project as set forth in ORS 276.900 through

276.915 and the Oregon Department of Energy (“ODOE”) administrative rules 330-130-

0010 through 330-130-0100, to exceed the state energy code by 20 percent or more. While the Project does not seek Leadership in Energy and Environmental Design (“LEED”) certification, the CMGC shall work with the Owner, the Owner’s Authorized

Representative, Owner’s Consultant, and the Architect/Engineer Design Team as needed to provide input into design as close to LEED Silver or above standards as possible.

3.2 Construction Phase Services.

3.2.1 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 items necessary to fully and properly perform and complete the Work, as required by the Contract Documents, to furnish to Owner 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 it is described in the

Early Work Amendment). Construction Phase Services shall include CM Services.

3.2.2 Notwithstanding any other references to Construction Phase Services in this CM/GC

Contract, the Contract includes Preconstruction Phase Services only unless (i) the Parties execute a GMP Amendment or (ii) the Parties execute an Early Work Amendment.

3.2.3 The Parties may execute one or more Early Work Amendments identifying specific

Construction Phase Services that the CM/GC shall perform in advance of the establishment of the GMP, without exceeding a not-to-exceed budget, a maximum not-to-exceed price, or a fixed price ("Early Work Price") that is stated in the Amendment, with the Amendment including all necessary State of Oregon approvals where required. If the Early Work Price is a not-to-exceed budget, then the CM/GC shall perform the Early Work only to the extent that the Cost of Work for the Early Work, together with the CM/GC Fee, does not exceed the Early Work Price; however, if the 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 that is acceptable to the Owner, which shall incorporate the Early Work Amendments. If the

Owner thereafter terminates the Contract prior to execution of a GMP Amendment, the provisions of Section J.5 of the General Conditions shall apply.

3.2.4 Prior to commencement of the Construction Phase, and in any event not later than mutual execution of the GMP Amendment, the CM/GC shall provide to the Owner a full performance bond and a payment security bond as required by Section G of the General Conditions in the amount of the GMP. If an Early Work Amendment is executed, the CM/GC shall provide such bond in the amount of the Early Work Price under the Early Work Amendment. The

CM/GC shall provide to the Owner 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, the CM/GC shall provide to the

Owner an additional or supplemental bond in the amount of such increase prior to performance of the additional Work.

3.2.5 As provided in Section C of the General Conditions, the CM/GC and all subcontractors shall comply with ORS 279C.800 through 279C.870. The Oregon Bureau of Labor and Industries

(“BOLI”) prevailing wage rates that will apply to the Contract shall be those in effect at the time the first Early Work Amendment is executed or, if there is no Early Work Amendment, then those prevailing wage rates in effect at the time the GMP Amendment is executed.

Once established, the prevailing wage rates will then be in effect for the remainder of the

Contract. The prevailing wage rates that will apply will be those set forth in the then current version of the following BOLI booklet, together with any amendments to that booklet:

“PREVAILING WAGE RATES for Public Works Contracts in Oregon”. The Construction

Phase Services will take place in Clackamas County, Oregon, Region 2.

3.2.6 The CM/GC shall perform services needed to satisfy the Oregon Department of Energy

1.5% Solar Energy in Public Building Construction Contracts requirements pursuant to ORS

279C.527, 279C.528, and OAR 330-135-0010 to 330-135-0055.

3.3 Construction Management Services (“CM Services”). Throughout the Construction Phase of the

Project, the CM/GC shall provide CM Services that will generally consist of coordinating and managing the building process as an independent contractor, in cooperation with the Project Team.

CM Services shall include, but are not limited to, the following:

3.3.1 Developing and delivering schedules, preparing construction estimates, performing constructability review, analyzing alternative designs, studying labor conditions, coordinating and communicating the activities of the Project Team throughout the

Construction Phase to all Project Team members;

3.3.2 Continuously monitoring the Project Schedule and recommending adjustments to ensure completion of the Project in the most expeditious manner possible;

3.3.3 Working with the Owner, the Owner’s Authorized Representative, Owner’s Consultant, 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 Owner with the highest quality Project within the budget, GMP and schedule;

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

3.3.5 Holding and conducting periodic meetings with the Owner, Owner’s Consultant, and the

Architect to coordinate, update and ensure progress of the Work;

3.3.6 Submitting monthly written report(s) to the Owner's Authorized Representative, and to

Owner’s Consultant. Each report must include, but not be limited to, Project updates including (i) actual costs and progress for the reporting period as compared to the estimate of costs; (ii) explanations of significant variations between actual costs and estimated costs;

(iii) work completed; (iv) work in progress; (v) changes in the Work; and (vi) other information as determined to be appropriate by the Owner. In addition, the CM/GC shall provide oral or written updates to the Owner and Owner’s Consultant on an ongoing basis as deemed appropriate by the CM/GC or as requested by the Owner;

3.3.7 Maintaining a daily log containing a record of weather, Subcontractors working on the site, number of workers, Work accomplished, problems encountered, safety violations and incidents of personal injury and property damage, and other similar relevant data as the

Owner may reasonably require. The log shall be made available to the Owner, the Owner’s

Authorized Representative, Owner’s Consultant, and the Architect on request;

3.3.8 Developing and implementing a system of cost control for the Work acceptable to the

Owner’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 and report the variances to the Owner, the Owner’s Authorized Representative, Owner’s Consultant, and the

Architect at monthly intervals;

3.3.9 Cooperating with any and all consultants hired by the Owner;

3.3.10 At the Owner's request, cooperating and performing warranty and inspection Work for the

Project through the expiration date of the applicable warranty period;

3.3.11 Assisting the Owner with turn over of the Project. The turn over may occur in phases due to phased occupancy.

3.3.12 Incorporating commissioning and inspection agents’ activities into the Project Schedule and coordinating Subcontractors required to participate in the commissioning and inspection process. Cooperating with and supporting the activities of the Owner’s commissioning agent. Identifying a commissioning team that consists of a CM/GC test engineer and representatives of the major subcontractors to plan, execute, and document commissioning activities in accordance with the Contract Documents.

3.3.13 Coordinating and scheduling all other testing activities required by the Contract

3.3.14 Performing all other obligations and providing all other services set forth in the Contract

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

ARTICLE 4

RELATIONSHIP AND ROLE OF THE PARTIES

4.1 Independent Contractor. The CM/GC, by its signature on this CM/GC Contract, certifies that it is an independent contractor as defined in ORS 670.600 and as specified in Section A.5 of the General

Conditions and as described in IRS Publication 1779, which is available at the following link:

http://www.irs.gov/pub/irs-pdf/p1779.pdf . The CM/GC Contractor shall perform all required

Preconstruction Phase Services, Construction Phase Services and other Work as an independent contractor.

4.2 Performance of Work. The CM/CG covenants with the Owner to cooperate with the Architect, Owner’s Consultant, and the Owner’s Authorized Representative and utilize the CM/GC's professional skill, efforts and judgment 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 the Owner.

4.3 Design Consultants. Owner has a separate contract with the Architect related to the Project. The

Owner’s Authorized Representative shall give direction to both the CM/GC and the Architect during the Project, consistent with the Owner’s role under this CM/GC Contract and the Owner’s contract with the Architect. The CM/GC agrees to support the Owner's efforts to create a collaborative and cooperative relationship among the CM/GC, the Architect, Owner’s Consultant, any other Project consultants, and the Owner’s Authorized Representative.

4.4 Forms and Procedures. The Owner has developed or may develop procedures and forms to administer and track the Project and Contract. The CM/GC agrees to abide by those procedures and use those forms. CM/GC shall use enterprise software approved by Owner as a project and document management tool. CM/GC shall provide all required documentation in electronic formats designated by Owner.

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

4.5.1 Project Director and Project Manager. ____________ shall be the CM/GC's Project

Director for the Project and __________ shall be the CM/GC’s Project Manager for the

Project. Either or both will supervise and coordinate all Construction Phase and

Preconstruction Phase Services for the CM/GC and participate in all meetings throughout the Project term unless otherwise directed by the Owner. The CM/GC represents that the

Project Director and Project Manager each have authority to execute Change Orders and

Contract Amendments on behalf of CM/GC.

4.5.2 Job Superintendent. If the Owner proceeds with Construction Phase Services, ______________ shall be the CM/GC's on-site job superintendent throughout the Project duration.

http://www.irs.gov/pub/irs-pdf/p1779.pdf

4.6 Key Persons. The CM/GC's personnel identified in Article 4.5, and any key CM/GC staff identified by name in the CM/GC's Proposal in response to the RFP and accepted by the Owner, are key persons (“Key Persons”) and the CM/GC may not replace any Key Person during the Project without the written permission of the Owner, which shall not be unreasonably withheld. If the

CM/GC intends to substitute one or more Key Persons, the CM/GC shall submit a request to the

Owner at least 30 Days (or such shorter period as permitted by the Owner) prior to the intended time of substitution. When the Owner has approved any replacement Key Person, the CM/GC shall provide a transition period of at least ten (10) Business Days during which the original and replacement Key Person work on the Project concurrently; provided, however, that the Owner may be charged and will pay for only the original or the replacement Key Person, but not both, for the transition period. Once the Owner has authorized the CM/GC to replace a Key Person, the CM/GC may not replace that new Key Person without the Owner’s written permission.

4.7 Work Performed on Owner's Property. The CM/GC understands that the Owner is a

Government Entity and agrees to comply with the following requirements when performing work on State property.

4.7.1 Identification. At the Owner’s request, the CM/GC's officers, agents, employees and subcontractors shall carry photo identification and will present such upon request. The

CM/GC shall provide identification tags that the Owner, in its sole discretion, determines to be required to easily identify the CM/GCs.

4.7.2 Sign-In Required. At the Owner’s request, the CM/GC’s officers, agents, employees and Subcontractors are required to sign in at the jobsite office each day.

4.7.3 No Tobacco, Alcohol, or Drugs. Use of any kind of tobacco product, including but not limited to vaping, alcohol, or a controlled substance is strictly prohibited on State property.

4.7.4 No Weapons or Firearms. Except as provided by Oregon Statutes, weapons and firearms are prohibited on State property.

4.7.5 Clothing. No suggestive clothing (drugs, alcohol, tobacco, etc.) is permitted on State property.

4.7.6 Employee Removal. At the Owner’s request, the CM/GC shall immediately remove any employee from State property if the Owner determines, in its sole discretion, that removal of that employee is in the Owner’s and State’s best interest.

ARTICLE 5

DATE OF COMMENCEMENT; SUBSTANTIAL AND FINAL COMPLETION

5.1 Notice to Proceed. If Construction Phase Services are added to the Contract as provided in Article

3.2, then the Owner will issue a Notice to Proceed (“NTP”) to begin the designated or full

Construction Phase Services. It is anticipated that the NTP will be issued on or about

_________________(date) The Owner will issue a separate NTP for any and every Early Work

Amendment.

5.2 Completion of Project. The CM/GC shall achieve Substantial Completion of the Work not later than ________________(date) and shall achieve Final Completion not later than

________________ (number of days) after Substantial Completion. The Owner has the right to take possession and occupancy of the Project in phases, and the CM/GC agrees that partial occupancy is not grounds for adjustment of the GMP, Substantial Completion or Final Completion.

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

5.4 Time Extensions. Notwithstanding provisions for Contract time extensions in Section D.2 of the

General Conditions, the Owner and the CM/GC agree that timely completion of the Work is essential to the success of the Project, and that the Owner may grant approval for a time extension only as a last resort. The CM/GC agrees to make every effort to recover any "lost" time in the ordinary course of the CM/GC Contractor’s performance of the Work.

5.5 Liquidated Damages. The CM/GC acknowledges that the Owner will sustain damages as a result of the CM/GC's failure to substantially complete the Project in accordance with the 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 Owner acknowledge that the actual amount of damages would be difficult to determine accurately and agree that the liquidated damages figure set forth in Article 5.5.1 below represents a reasonable estimate of such damages and is not a penalty:

5.5.1 Liquidated Damages shall be $1,000 for each day that Substantial Completion exceeds the required date of Substantial Completion.

5.5.2 The CM/GC agrees to pay to the Owner the liquidated damage sums set forth above for each day of delay or any fraction thereof and further agrees that the Owner may deduct such sums from payments the Owner otherwise owes to the CM/GC under the Contract.

If such deduction does not result in payment to the Owner of the assessed liquidated damages in full, the CM/GC shall promptly pay any and all remaining sums due to the

Owner upon demand.

ARTICLE 6

FEES, CONTRACT SUM AND GMP

6.1 Fees; Contract Sum; GMP. The Owner shall pay the CM/GC a fee for the CM/GC’s performance of the Preconstruction Phase Services (the “Preconstruction Services”) as more particularly described in Article 6.2. In addition, for each Early Work Amendment executed by the Parties, the

Owner shall pay the 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 the Owner, but not exceeding the Early Work Price.

If a GMP Amendment is executed, in addition to the Preconstruction Services and any authorized Early

Work, the Owner will pay the CM/GC, as payment for the Work, the CM/GC Fee (as defined in

Article 6.3), the Insurance and Bonding Cost (as defined in Article 6.3), and the actual cost of the

Work (as defined in Article 8) (the “Contract Sum”). The Contract Sum may not exceed the GMP

(see Article 13 – Progress Payments and Article 14 – Final Payment).

The GMP shall be determined in accordance with the table set forth below and as further described in Article 6.3. Costs in excess of the GMP shall be paid by the CM/GC without reimbursement by the Owner. Changes to the GMP shall only be authorized by an Amendment that includes any necessary State of Oregon approvals including any approvals by DOJ.

*Cost of Work excludes Preconstruction Services, CM/GC Fee, and Insurance and Bonding.

** This formula assumes no Early Work is performed and does not include Early Work

Amendment(s) that were executed on TBD (date) on the amount of $ TBD. All Early Work amendments and costs will be incorporated in the GMP Amendment as set forth in Article 3.2.3.

6.2 Preconstruction Services. The Preconstruction Services are payable to CM/GC up to a not-to-exceed sum of $ ______________ which shall cover constructability review, VE, cost estimating, development of the GMP, and all other Preconstruction Phase Services, as described in Article 3. If the CM/GC's costs for providing Preconstruction Phase Services exceed the maximum

Preconstruction Services, the CM/GC shall pay such additional cost without reimbursement. The

CM/GC shall not be entitled to any CM/GC Fee upon the Preconstruction Services. The Owner shall pay the Preconstruction Services on a cost-reimbursement basis with each application for payment during the Preconstruction Phase. If the total actual Preconstruction Services is less than the maximum Preconstruction Services used for initial calculation of the GMP as provided above, the GMP shall be reduced by the difference provided that the Owner may direct instead that any unapplied portion of the maximum Preconstruction Services be applied to Construction Phase

Services, in which case the GMP shall not be reduced by the portion so applied. Except to the extent the Parties may expressly agree to the contrary in the GMP Amendment, no Preconstruction

Services or other fee, compensation or reimbursement shall be payable to the CM/GC with respect to Preconstruction Phase Services performed after execution of the GMP Amendment.

6.3 Establishment of CM/GC Fee and Insurance and Bonding Cost Adjustments to CM/GC Fee.

6.3.1 CM/GC Fee. The CM/GC fee for performance of the Construction Phase Services (the

“CM/GC Fee”) shall be a fixed dollar lump sum identified in the GMP Amendment and shall be calculated as ______ % of the Cost of the Work (“Cost of the Work”) identified at the time of establishment of the GMP. In making the calculation, the Cost of the Work shall exclude the Preconstruction Services, the Insurance and Bonding Cost, the CM/GC Fee itself and any other cost or charge that this CM/GC Contract states is not to be included in calculating the CM/GC Fee, but shall include Allowances, selected alternates, the

Maximum Cost for General Conditions Work, and reasonable CM/GC contingencies as designated in the GMP Supporting Documents.

Preconstruction Services Not-to-Exceed Amount $ ___________

Cost of Work (COW) * COW includes

$_________ NTE for GC

Work at $_________/month for __________ months

$ TBD

CM/GC Fee ______ % of COW $ TBD

Insurance and Bonding Cost ______ % of COW $ TBD

Subcontractor Default

Insurance

______% of Subcontracted

Work Cost

$ TBD

GMP** Total: $ TBD

(a) The CM/GC Fee is inclusive of profit, overhead, and all other indirect or non-reimbursable costs, including but not limited to those identified in the Article 8 as not being included in the costs subject to the CM/GC Fee. The Owner will pay the

CM/GC Fee ratably with each application for payment during the Construction

Phase. In the case of Early Work, the CM/GC Fee shall be the above percentage multiplied by the actual Cost of the Early Work, until such time as a GMP

Amendment is executed, at which time the CM/GC Fee payments shall be credited against the CM/GC Fee fixed in the GMP Amendment.

(b) Notwithstanding any provision of Section D.1.3 of the General Conditions to the contrary, and unless the Parties agree in writing to the contrary, any Amendment or

Change Order that increases or decreases the GMP must also adjust the CM/GC

Fee then in effect by the multiplying the percentage shown in Article 6.3.1 by the change in the Cost of the Work reflected in such approved Amendment or Change

Order. In addition, if the Contract is terminated for any reason prior to full completion of the Work (including, without limitation, termination during or following performance of Early Work), the CM/GC Fee must be limited to the total

CM/GC Fee multiplied by the percentage of Work completed and accepted at the time of termination. The CM/GC Fee must not be subject to adjustment for any other reason, including, without limitation, schedule extensions or adjustments, Project delays, unanticipated costs, or unforeseen conditions.

6.3.2 Insurance and Bonding Cost; Subcontractor Default Insurance Cost.

(a) The Insurance and Bonding Cost for CM/GC’s Project-specific insurance and bonding costs shall be a fixed dollar lump sum identified in the GMP Amendment and shall be calculated as _______ % of the Cost of the Work at the time of establishment of the GMP. In making the calculation, the Cost of the Work shall exclude the Preconstruction Services, the Insurance and Bonding Cost, the CM/GC

Fee itself and any other cost or charge that this CM/GC Contract states is not to be included in calculating the CM/GC Fee, but shall include Allowances, selected alternates, the Maximum Cost for General Conditions Work, and reasonable

CM/GC contingencies as designated in the GMP Supporting Documents.

The Insurance and Bonding Cost shall be inclusive of any of CM/GC’s insurance and bonding costs that are specific to the Project and required by Section G of the

General Conditions and as modified by Section SGC-22 of the Supplemental

General Conditions, including (i) that portion of CM/GC’s premiums for insurance directly attributable to the Project, including commercial and general liability, and excluding Builder’s Risk and (ii) payment, performance, and public works bond premiums (but excluding premiums for Subcontractor bonds unless authorized by the Owner).

Owner will purchase a Project-specific all-risk Builder’s Risk Policy to include the interests of…