section 00 50 00 general contractor/construction … · rsd 2017 bond projects 00 50 00-page 1 of...

Ridgefield School District RSD 2017 Bond Projects 00 50 00-i December 2016 RFFP GC/CM Agreement

SECTION 00 50 00

GENERAL CONTRACTOR/CONSTRUCTION MANAGER (GC/CM) AGREEMENT

TABLE OF CONTENTS

ARTICLE 1 – DEFINITIONS ......................................................................................................... 2

ARTICLE 2 – THE CONTRACT DOCUMENTS ........................................................................... 3

ARTICLE 3 – WORK OF THIS CONTRACT ................................................................................ 4

ARTICLE 4 – RELATIONSHIP OF THE PARTIES ..................................................................... 12

ARTICLE 5 – DATE OF COMMENCEMENT, TIME OF COMPLETION, LIQUIDATED DAMAGES .................................................................................................................................................... 13

ARTICLE 6 – TOTAL CONTRACT COST .................................................................................. 14

ARTICLE 7 – SUBCONTRACTING ............................................................................................ 23

ARTICLE 8 – COMPENSATION ................................................................................................. 25

ARTICLE 9 – MISCELLANEOUS ............................................................................................... 27

Ridgefield School District RSD 2017 Bond Projects 00 50 00-Page 1 of 30 December 2016 RFFP GC/CM Agreement

SECTION 00 50 00 GENERAL CONTRACTOR/CONSTRUCTION MANAGER (GC/CM) AGREEMENT

PROJECT: RSD 2017 Bond Projects

This AGREEMENT is made and entered into by and between Ridgefield School District No. 122, a Washington quasi-municipal corporation (Owner), and ______________________ (Contractor) hereinafter referred to as the “Parties.” This Agreement will be effective on the last date set forth on the signature page. This Agreement will be the agreed basis of performing, and compensating for, all work identified herein.

In consideration of the mutual covenants and agreements of the Parties herein contained, the Contractor agrees to furnish all material, labor, tools, equipment, apparatus, facilities, and other services necessary to perform and complete in an acceptable manner all general contractor and construction management services and the Work called for in the Contract Documents for a total not to exceed Total Contract Cost (TCC) of ______ ($_____). Costs to be paid to Contractor are summarized below:

Maximum Allowable Construction Cost (MACC) $

Percent Fee of the MACC (____%) $

Fixed Amount for Specified General Conditions $

Total Contract Cost: $

Preconstruction Services $

Total Contract Cost plus Preconstruction Services: $

This Agreement is entered into pursuant to the provisions of RCW 39.10.200-.210 and RCW 39.10.340-.410. Contractor agrees, as required by RCW 39.10.350, that if the Work cannot be completed for the agreed Maximum Allowable Construction Cost (MACC), excepting increases due to Owner-directed changes, regulatory changes, design errors or omissions, or unforeseen site conditions, as described in Section 6.4.3, any and all additional costs will be the sole responsibility of the Contractor, and Contractor hereby assumes liability for such costs without reimbursement by the Owner.

In executing this Agreement, the Parties acknowledge that the scope of the Work and TCC provided herein do not represent the complete scope of Work and cost for the entire Project as described in the RFP and RFFP documents, which includes three Components: (1) the new 5-6/7-8 schools complex; (2) expansion of Ridgefield High School; and (3) repurposing the existing View Ridge Middle School into school district offices and community spaces and making minor security upgrades at Union Ridge and South Ridge elementary schools. The MACC stated above and elsewhere herein is for the scope of Work on Component(s) ____, as indicated in Attachment 3 to this Agreement. The Parties agree to negotiate regarding additions to the MACC based on the Drawings and Specifications for the remaining Components, as set forth in Section 6.8. The TCC listed above and elsewhere herein includes the amounts for the Fixed Amount for Specified General Conditions and Preconstruction Services applicable to Component(s) ____.


Upon successful negotiation for additions to the MACC based on the Drawings and Specifications for the remaining Components (i.e, portion(s) of the Work), the Parties will execute an addendum amending the appropriate portions of this Agreement, including, but not limited to, those discussing the MACC and TCC. The Percent Fee for Work on any additional Components will be the same as that stated above and in Section 6.5.

ARTICLE 1 – DEFINITIONS

In addition to the definitions set forth in the General Conditions for GC/CM Projects, the following definitions will apply to this Agreement.

1.1 Architect. “Architect” or “A/E” refers to LSW Architects, PC.

1.2 Construction Work. The term “Construction Work” will mean all Work performed during the Construction Phase of the Project.

1.3 Component. “Component” means one of the three major portions of the Project: (1) the new 5-6/7-8 schools complex; (2) expansion of Ridgefield High School; and (3) repurposing the existing View Ridge Middle School into school district offices and community spaces and making minor security upgrades at Union Ridge and South Ridge elementary schools

1.4 Contract Documents. The “Contract Documents” consist of the following:

1.4.1 This General Contractor/Construction Manager Agreement;

1.4.2 Any documents referenced herein or attached to this Agreement, including but not limited, to the following: Attachment 1 (“Matrix of Cost Allocation”) (in the event of a conflict or inconsistency between Attachment 1 and this Agreement, Division 00, and Division 01, then this Agreement, Division 00, and Division 01 will take precedence over Attachment 1); Attachment 2 (“Form of Construction Cost Estimate”); Attachment 3 (“Construction Cost Summary”); Attachment 4 (“List of Contract Documents”); and Attachment 5 (“List of Negotiated Support Services”); and

1.4.3 The following documents are incorporated herein by reference, as if set forth herein in full: (1) General Conditions for GC/CM Projects; (2) any Modifications and Supplemental Conditions to the General Conditions; (3) Drawings and Specifications with all addenda and modifications thereof; (4) Change Orders issued after execution of this Agreement; (4) the RFP document for selection of the GC/CM and the Contractor’s Response to Request for Proposals; (4) the Request For Final Proposals for GC/CM Services (RFFP) issued by the Owner and its addenda and the Contractor’s written response to the RFFP, including Contractor’s Percent Fee bid and Fixed Amount for Specified General Conditions Work; and (5) other documents listed in this Agreement or the General Conditions for GC/CM Projects.


1.5 Construction Management Consultant. The “Construction Management Consultant” (CM Consultant) is a contractor providing construction management services to the Owner throughout the Project, other than the GC/CM, and acting as Owner’s project manager. The CM Consultant will generally act as the point of contact for communication between the Contractor, Architect, and their consultants. The CM Consultant for the Project is R&C Management, LLC.

1.6 General Contractor/Construction Manager. “General Contractor/Construction Manager” (GC/CM) means a firm with which the Owner has negotiated a Maximum Allowable Construction Cost and selected to provide services during the design phase and to act as general contractor and construction manager during the Construction Phase pursuant to this Agreement. The terms “GC/CM” and “Contractor” are used interchangeably in this Contract. The Contractor is ________________.

1.7 Maximum Allowable Construction Cost. The “Maximum Allowable Construction Cost” (MACC) means the maximum cost of the Work to construct the Project, including a percentage for risk contingency, an amount for Negotiated Support Services, and an amount for approved Change Orders.

1.8 Negotiated Support Services. “Negotiated Support Services” means services that the GC/CM would normally manage or perform on a construction project including, but not limited to, surveying, hoisting, safety enforcement, provision of toilet facilities, temporary heat, cleanup, and trash removal. Negotiated Support Services are listed in Attachments 1 and 5.

1.9 Owner. “Owner” refers to Ridgefield School District No. 122, as represented by the Owner’s Representative.

1.10 Percent Fee. “Percent Fee” means the percentage amount on the MACC to be earned by the GC/CM as overhead and profit and as further defined in Section 6.5 of this GC/CM Agreement.

1.11 Project Team. The “Project Team” consists of the Construction Manager, the Owner, the CM Consultant, and the Architect, and all consultants and Subcontractors of any tier employed or retained by each of them.

1.12 Total Contract Cost. “Total Contract Cost” (TCC) means the fixed amount for the detailed Specified General Conditions Work, the negotiated MACC, and the Percent Fee on the negotiated MACC.

ARTICLE 2 – THE CONTRACT DOCUMENTS

2.1 Contract Documents. The Contract Documents, as defined in Article 1 of this Contract, form the complete agreement between the Parties and are as fully a part of this Agreement as if attached to this Agreement or repeated herein. The Contract Documents represent the entire and integrated agreement between the Parties and supersede prior negotiations, representations, or agreements, either written or oral, including, but not limited to, the Agreement for Preconstruction Services. In the event of any inconsistencies between the component parts of the Contract Documents, the order of precedence of the documents will be as stated in Section 1.2 of the General Conditions for GC/CM Projects.


ARTICLE 3 – WORK OF THIS CONTRACT

3.1 General. The Contractor will work collaboratively and proactively with the Owner, Architect, and CM Consultant to proceed with the planning, design, and development of the Work in a manner that supports the Owner’s efforts to keep costs within the Owner’s budget and overall objectives for the Project. The Contractor will provide Construction Management (CM) and General Contractor (GC) services throughout all phases of the Project.

3.1.1 Components. To expedite the Project, the development of the Project will be composed of various Components, each with its own scope of Work, including design, construction documentation, permitting, construction, and commissioning. To the extent possible, work during the Preconstruction Phase will be synchronized to allow construction cost estimating and coordination reviews to occur simultaneously for each Component.

3.1.2 Construction Cost Estimates. The Contractor will prepare construction cost estimates in the format provided in Attachment 2 (“Form of Construction Cost Estimate”) to this Agreement for each Component at every Phase and for the MACC negotiations, unless otherwise approved by the Owner.

3.1.3 WSSP. The Parties acknowledge and agree that to the extent this Project receives Washington State funds for school construction, design and construction of the Project must meet at least the Washington Sustainable Schools Protocol (WSSP) requirements in accordance with Chapter 39.35D RCW. Contractor will provide all CM and GC services, including, but not limited to, labor and materials, required to construct all Components of the Project such that the Project fully meets all WSSP requirements in effect at the time the Project, or any Component thereof, is completed. Such services will be accounted for in the MACC (or, for Preconstruction Phase services, in any amount agreed to herein for Preconstruction Services), unless otherwise specified. Contractor will fully participate in any and all activities required by state law or regulations or the WSSP to achieve WSSP compliance and approval, including, but not limited to, providing all applications, documentation, and reports (annual or otherwise) requested by Owner or mandated by the WSSP. The Contractor will manage environmental issues and implement and document the Project’s WSSP requirements, including but not limited to: (1) outlining Subcontractor requirements for WSSP in the subcontract bid documents; (2) monitoring the submittal process to ensure WSSP compliance; (3) training Subcontractors in WSSP requirements; (4) reviewing design changes during construction for WSSP impacts and informing Owner of said impacts; (5) ensuring installed products are WSSP compliant; and (6) assembling, maintaining, and submitting all records to document WSSP compliance, including but not limited to annual reports.

3.1.4 Other Sustainable Design. In addition, Contractor will assist the Owner and Architect in identifying and implementing sustainable design opportunities that are practicable for the Project. The Architect will track the implemented sustainable design elements for the Project and provide a summary report for the Owner at the conclusion of the Project.


3.1.5 CPARB Reporting. Contractor will promptly provide the Owner any project information required to be submitted by the Contractor in accordance with the provisions of Chapter 39.10 RCW and the requirements of the Capital Projects Advisory Review Board (CPARB) or otherwise requested by the Owner for purposes of receiving approval for the GC/CM alternative public works contracting procedure under Washington State law. Any and all agreements between Contractor and Subcontractors of any tier will contain this provision requiring the Subcontractor to submit project information required by the CPARB or requested by the Owner.

3.2 Contractor’s Responsibilities.

3.2.1 Contractor will perform the Preconstruction Services, will be responsible for coordinating the activities of construction during the Construction Phase, will be fully responsible for discharging all of the Contractor’s obligations under the Contract Documents, and, during the Preconstruction and Construction Phases, will advise and work with the Owner, Architect, CM Consultant, Owner’s other consultants, and Subcontractors to make recommendations for alternate or substitute products and technologies, construction techniques, methods, and practices based on maintainability and durability as well as cost savings, time savings, and/or other related efficiencies. The Owner or its designee will be responsible for coordinating the activities of the Project Team during the Preconstruction Phase.

3.2.2 The Contractor’s Preconstruction Phase responsibilities are set forth in Section 3.3. The Contractor’s Construction Phase responsibilities are set forth in Section 3.4. The Owner and Contractor may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently.

3.2.3 The Contractor will identify a representative authorized to act on behalf of the Contractor with respect to the Project. Contractor will provide recommendations regarding accelerated or fast-track scheduling, procurement, or phased construction. Contractor will take into consideration occupancy needs, site logistics, utilities, cost reductions, cost information, constructability, provisions for temporary facilities, and procurement- and construction-scheduling issues.

3.3 Work During Design (Preconstruction Phase).

3.3.1 During the Design Development Phase of the Project, the Contractor will actively participate in the Project as a member of the Project Team. Contractor will also cooperate with other Project Team members to provide a preliminary evaluation of the Owner’s program, schedule, and construction budget requirements, each in terms of the other. The Contractor will provide the services and will support the key principles and approaches described in Contractor’s proposal submitted in response to the RFP/RFFP. In doing so, the Contractor will assign to the Project those professional personnel named in its proposal and will meet its commitments made therein.


3.3.2 Prior to execution of this Agreement, the Parties entered into an Agreement for Preconstruction Services. Upon execution of this Agreement, that Agreement for Preconstruction Services will be superseded by the terms and conditions set forth in this Agreement, except that the following provisions from that Agreement for Preconstruction Services are still in effect and are incorporated into this Agreement: Section 6 on prevailing wages and Attachments A and C. In the event the services to be provided under the Agreement for Preconstruction Services, and any amendments thereto, are not fully performed when this Agreement is executed, then such services will be delivered under the terms of this Agreement on a time and materials basis, up to and not more than the lump sum agreed to in the Agreement for Preconstruction Services and any amendments thereto; provided, however, that if the cost of Preconstruction Services exceeds said lump sum, Contractor will be solely responsible for the excess cost.

3.3.3 Coordination. The Contractor will jointly schedule and conduct meetings with the Architect, Owner, and CM consultant on a weekly basis during the Design Development Phase and the Construction Document Phase to discuss such matters as procedures, progress, coordination, and scheduling of the Work. The Contractor will actively and cooperatively advise the Owner and the Architect on proposed site use and improvements, selection of materials, and building systems and equipment. The Contractor will also actively and collaboratively provide recommendations consistent with the Project requirements to the Owner and Architect on constructability; availability of materials and labor; time requirements; phasing and site work planning; sequencing and scheduling for procurement, installation, and construction; traffic planning; factors related to construction quality, local market trends, bidding strategies, maintainability, and durability; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and value engineering.

3.3.4 Design Review. The Contractor will review the Schematic Design documents, Design Development Documents, Construction Documents, Drawings, Specifications, and other Contract Documents as they are developed and completed. These documents will include those prepared by the Contractor’s design-build Subcontractors, if any, and may be developed at different rates and for different Components of the Project.

3.3.4.1 The Contractor will report in writing to the Owner and the Architect any errors, inconsistencies, incomplete information, or other questions or deficiencies that the Contractor has discovered and that need to be resolved for the successful completion of the Work, paying particular attention to coordination issues.

3.3.4.2 Design review activities are to be a cooperative and collaborative effort with the Architect, the Owner, the CM Consultant, and their consultants.

3.3.4.3 The Contractor will recommend changes and alternatives to the Architect, without, however, assuming any of the Architect’s design responsibilities, except to the extent the Contractor or a Subcontractor performs design-build Work.


3.3.4.4 The Contractor is not responsible to ascertain that the Drawings and Specifications prepared by the Architect are in accordance with applicable laws, statutes, ordinances, building codes, rules, and regulations. However, if the Contractor recognizes that portions of the Drawings and Specifications vary from the requirements of applicable laws, statutes, ordinances, building codes, rules, and regulations, the Contractor will promptly notify the Architect, Owner, and CM Consultant in writing.

3.3.5 Constructability.

3.3.5.1 The Contractor will work with the Owner, Architect, and CM Consultant to prepare a constructability plan for the Project to reduce cost, save time, improve quality, reduce risk, and improve the overall process of Project delivery. Key objectives of the constructability program will include creation and maintenance of a well-planned, safe, effective, cooperative, and mutually beneficial work environment for all participants. A primary objective of these efforts will be to assist the Owner to ensure that the final TCC does not exceed the Owner’s budget and the Project is completed on time.

3.3.5.2 The Contractor will perform actions designed to minimize adverse effects of labor or material shortages or delays; time requirements for procurement, installation, and construction completion; and factors related to construction cost. As part of this effort, the Contractor will participate in and provide written comments appropriate to the Design Development Phase as a part of formal constructability analysis following completion of the Design Development Documents for each Component and when the Construction Documents are ninety percent (90%) complete for each Component. Contractor will confirm, prior to solicitation of the first subcontract bid package, that a constructability analysis has been performed.

3.3.6 Value Engineering. Contractor will participate in value engineering throughout the Project. At minimum, the Contractor will participate in value engineering the Design Development Documents at fifty percent (50%) of the Design Development Phase and on a continuing basis with the Architect in subsequent phases up to ninety percent (90%) Construction Drawings. At the completion of each of its reviews, the Contractor will provide the Owner and Architect with a formal record of its findings and recommendations. The Architect and the Contractor will brief the Owner and any value engineers and answer their questions to determine the advisability of changes in the Design Development Documents. Value engineering will include selecting building systems, with final selection of systems to occur prior to the start of the Construction Documents Phase.

3.3.7 Contractor will not incur any cost to be reimbursed as part of the cost of the Work prior to the commencement of the Construction Phase—except for authorized Preconstruction Services—unless the Owner provides prior written authorization for such costs.


3.3.8 Long-Lead Time Procurement. The Contractor will prepare, for the Architect’s, Owner’s, and CM Consultant’s review and the Owner’s acceptance, and will update at least monthly, a procurement schedule for items that must be ordered well in advance of construction. The Contractor will expedite and coordinate the ordering and delivery of these items and/or services. The Contractor ordinarily will contract directly for these items and/or services. The Contractor will update the schedule of all long-lead-time items at least monthly. If the Owner so requests in writing, the Contractor will purchase, expedite, and complete the procurement of long-lead-time items to effectuate their delivery by the required dates. The Owner will be responsible for the cost of the Work relating to long-lead-time items it directs the Contractor to purchase, whether or not the Construction Phase commences. The Contractor will promptly notify the Owner of any anticipated delay with respect to long-lead-time items. The Contractor will identify and estimate the value of any items that require off-site storage. The Contractor will also identify proposed locations for storage during the course of the Work acceptable to Owner. These locations will be selected to provide a maximum of protection and minimum of cost and delay associated with delivery to the site.

3.4 Work During Construction (Construction Phase).

3.4.1 General. During the Construction Phase, the Contractor will provide all services required of a general contractor and construction manager to execute the Work. Some details of Contractor’s work are provided below, but this list will in no way limit the Contractor’s overall duty to provide GC/CM services as needed to complete the Project as described in the Contract Documents.

3.4.2 Meetings and Tours. The Contractor will conduct weekly construction progress meetings and provide all schedules, logs, and other information regarding construction activities to support such meetings. The CM Consultant will record and distribute meetings minutes for the same. The Contractor will also: conduct separate weekly safety and Subcontractor meeting(s) and maintain minutes for same; and attend Project Team core meetings with representatives from the Owner and the A/E on a monthly basis until Final Completion is achieved, or as otherwise specified by Owner. Upon advance notice, the Contractor will conduct site tours for the Owner and other officials as required by any public body or requested by Owner consistent with the terms of the Contract Documents.

3.4.3 Superintendence/Coordination. The Contractor will be responsible for: superintendence; providing ongoing coordination between crafts; job site safety; housekeeping; quality control; settling disputes between Subcontractors; negotiating any Change Orders with the Subcontractors (Owner expects the Contractor to negotiate with Subcontractors but reserves the right to reject any Subcontractor proposal); negotiating Change Orders with the Owner; reviewing, coordinating, and forwarding submittals, substitution requests, and Requests for Information (RFIs) to the Owner’s Representative for action; and responding to all correspondence related to the effort required for any procurement activities that arise from a Subcontractor’s inability or unwillingness to perform.

3.4.4 Planning and Layout. The Contractor will be responsible for the planning and layout of the Work, and for the coordination of layout work provided by separate


trades for their own work, to ensure that no conflict exists with the work of other trades.

3.4.5 Staffing. The Contractor will provide sufficient and experienced staff, consistent with or in excess of that specified in its response to the RFP. Such staff will include, but not be limited to, project managers, field engineers, superintendents, surveyors, Health and Safety Officers, CQC representatives, testing engineers, scheduling engineers, quality control specialists, cost engineers, data processing personnel, clerical and accounting personnel, and others to ensure that:

3.4.5.1 The Work is performed and coordinated in a timely manner in compliance with the Contract Documents.

3.4.5.2 Change Order proposals are submitted to the Owner within seven (7) calendar days of the receipt by the Contractor of the Subcontractor’s proposal; only proposals for changes negotiated between Contractor and Subcontractor are acceptable proposals to the Owner.

3.4.5.3 RFIs are reviewed and forwarded to the Owner’s Representative as expeditiously as possible so as to not cause delay to the Project.

3.4.5.4 Submittals are reviewed for completeness and forwarded to the Owner’s Representative within five (5) days of receipt.

3.4.5.5 Replies to correspondence from Subcontractor, Owner, and third parties (including, but not limited to, public bodies) are provided within seven (7) calendar days.

3.4.5.6 For a minimum of ninety (90) calendar days after Substantial Completion or until Final Completion is achieved, whichever is later, provide adequate qualified on-site personnel who are authorized to act on behalf of the Contractor to coordinate and ensure that any outstanding work items, punch lists, testing, and commissioning are completed, all at no additional cost to the Owner.

3.4.5.7 All requirements of the Contract Documents are satisfied.

3.4.6 Inspections. Inspections required by the appropriate building officials and regulatory agencies will be provided by the Owner per the Contract Documents. The Contractor will be responsible for ensuring that the Owner’s inspectors are given notice and are afforded timely and appropriate access to the Work to make their inspections.

3.4.7 Building Permit Changes. The Contractor will perform all work required to make Building Permit changes and updates. Building Permit changes and updates will be, if approved by Owner, incorporated into the appropriate subcontract package(s) and the Contract Documents by Change Order.

3.4.8 Certificate of Occupancy. The Contractor will obtain a Certificate of Occupancy and the required operating permits necessary for the Owner to take beneficial


occupancy of the Project or any partially completed portion of the Project when notified in writing by the Owner of its desire to so occupy said portion.

3.4.9 Substantial Completion. Substantial Completion, for purposes of Section 6.7 of the General Conditions for GC/CM Projects and Article 5 of this Contract, will include those activities necessary to: (1) obtain a Certificate of Occupancy; and (2) comply with the requirements listed in Section 01 7800, “Closeout Submittals,” and elsewhere in the Contract Documents.

3.4.10 Schedule. The Contractor will prepare and submit to the Owner, Architect, and CM Consultant a schedule for the Work and submittal schedule in accordance with Section 3.2 of the General Conditions for GC/CM Projects. The Contractor will provide regular monitoring and will update monthly (or sooner in the event of a substantial change) the construction schedule as Work progresses.

3.4.11 Progress Reporting. The Contractor will record the progress of the Project. On a monthly basis, or otherwise as agreed to by the Owner, the Contractor will submit written progress reports to the Owner, Architect, and the CM Consultant showing percentages of completion and other information required by the Owner, broken down by Component as appropriate. The reports will:

3.4.11.1 Include information concerning both the entire Project and each subcontract bid package.

3.4.11.2 Identify variances between scheduled and probable completion dates, and recommend action required to meet scheduled completion dates.

3.4.11.3 Review the schedule for portions of the Project not started or incomplete and, as appropriate, recommend to the Owner alternate procedures or adjustments to meet the scheduled completion dates.

3.4.11.4 Provide summary reports of each schedule update.

3.4.11.5 Document all significant changes in the schedule and any Owner’s approval of them and reflect the reasons for them.

3.4.11.6 Record in writing and by photographs the progress of the Project.

3.4.11.7 Identify significant problems in scheduling together with recommended corrective action.

3.4.11.8 Contain a QC log.

3.4.11.9 Document any outstanding RFIs and risks associated with delayed responses.

3.4.11.10 List outstanding submittals and risks associated with delayed responses.

3.4.11.11 Document any outstanding Change Orders and any risks associated with delayed responses.


3.4.11.12 Discuss the status of permits that the Contractor is required to obtain.

The Contractor will also keep, and make available to the Owner, Architect, and CM Consultant, with its monthly Application for Payment or more often as requested by the Owner, a daily log containing a record for each day of weather, Subcontractors working on the site, deliveries, Work accomplished, portions of the Work in progress, number of workers on site, identification of equipment on site, problems that might affect progress of the Work, accidents, injuries, and other information required by the Owner. The information on the log does not constitute notice of a potential or actual Claim to the Owner.

3.4.12 Cost Control. The Contractor will develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Contractor will identify variances between actual and estimated costs and report the variances to the Owner, Architect, and CM Consultant, and will provide this information in its monthly reports to the Owner, Architect, and CM Consultant, in accordance with Section 3.4.11, above. The Contractor will include a Project status report in a format acceptable to the Owner and listing: (1) all pending and/or approved Change Orders and Construction Change Directives (including amounts); (2) an analysis of the Specified General Conditions and Negotiated Support Services budget with an explanation of substantial variances from previous budgets; (3) projected cash flow of construction costs; (4) an allocation by subcontract bid package and schedule-of-values line item; (5) expenditures to date; (6) estimates to complete; (7) forecast at completion;(8) variances with budget and commitment; and (9) the items for which the Owner has authorized the Contractor to use Contingency, the cost of those approved items, and the balance of funds remaining in the Contingency account.

3.4.13 Review and Inspection. The Contractor will review and inspect the Work of the Subcontractors on a regular basis (at least as often as described in the Contractor’s approved quality-management plan) for defects and deficiencies in their Work and for conformance with the Drawings, Specifications, and other Contract Documents, and will stop the Work of Subcontractors if necessary. The Contractor will provide notification at regularly scheduled progress meetings of any significant defects or deficiencies and recommend remedial action. The Contractor will take the lead role in negotiating and resolving any disputes with Subcontractors and obtain the Owner’s concurrence or approval of all settlements that may affect the MACC before Change Orders are executed with Subcontractors.

3.4.14 Recordkeeping. The Contractor will maintain, in good order, on a current basis, and as part of Specified General Conditions, a record copy of all subcontracts, purchase orders, Drawings marked to record all changes made during construction, Specifications, addenda, Change Orders, and other modifications; shop drawings; product data; samples; submittals; inspection reports; purchases; materials; equipment; applicable handbooks; maintenance and operating manuals and instructions; other related documents and revisions which arise out of subcontracts or Work. These records will be available to the Owner, and, at completion of the Project, delivered to the Owner.


3.4.15 Apprenticeship. Pursuant to RCW 39.04.320, the Contractor will achieve apprentice participation of at least fifteen percent (15%) of the total construction labor hours, as set forth in Section 10.11 of the General Conditions for GC/CM Projects

3.5 Work During Commissioning. The Owner will hire an independent Commissioning Authority. The Contractor will provide a Test Engineer and all support activities required by Division 01 of the Specifications or as necessary to complete the commissioning process.

ARTICLE 4 – RELATIONSHIP OF THE PARTIES

4.1 General.

4.1.1 The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to: cooperate with the Project Team throughout every Phase of the Work; utilize the Contractor’s best skill, efforts, and judgment in furthering the interests of the Owner; furnish efficient business administration and supervision; make best efforts to furnish at all times an adequate supply of workers and materials; and perform the Work in the best way and most expeditious and economical manner consistent with the interests of the Owner. The Contractor recognizes that the Owner has a separate agreement with the Architect to design the Project and to provide certain construction administration services necessary to ensure that the construction is in accordance with the Contract Documents. The Contractor further recognizes that the Owner has a separate agreement with a consultant to perform additional construction management services throughout all phases of the Project, and that said CM Consultant will coordinate communication between the Owner, the Architect, the Contractor, and any other consultants performing services in furtherance of the Project. The Contractor further recognizes that in order for the Project to be completed on time and within budget, the Contractor, Architect, Owner, and CM Consultant will have to closely cooperate on a regular basis to revise plans, Drawings, Specifications, materials, methods, estimates, schedules, and budgets as necessary to meet the Owner’s financial constraints.

4.1.2 The Owner agrees to assist the Contractor to perform the Work in the best way and most expeditious manner by timely furnishing and approving information required by the Contractor and making payments to the Contractor in accordance with the requirements of the Contract Documents.

4.1.3 The Contractor will provide the Owner and Architect access to the Work wherever it is in preparation or progress.

4.2 RORC. Contractor acknowledges that the Owner intends to enter into an agreement with the City of Ridgefield to build sports fields and other amenities adjacent to the site of the 5-6/7-8 schools complex, to be known as the Ridgefield Outdoor Recreation Complex (RORC). Although Contractor is not expected to perform Construction Work on the RORC as part of the Project pursuant to this Agreement, Contractor acknowledges that full coordination and cooperation with the City, its contractor and subcontractors, architect(s), and consultants, and any of their employees and personnel (collectively, the “City


Representatives”), is critical to successful completion of the RORC as a complement to the Work of the Project. Therefore, Contractor agrees to fully coordinate and cooperate with the City Representatives as directed by Owner through actions, including, but not limited to, coordinating staging, traffic management, and site cleanup. Any services provided by Contractor in furtherance of the RORC will be included as part of the Negotiated Support Services and compensated as such.

ARTICLE 5 – DATE OF COMMENCEMENT, TIME OF COMPLETION, LIQUIDATED DAMAGES

5.1 Subject to Funding. If the Owner determines, in its sole discretion, that sufficient funds are not available for the Project or one or more Components thereof, the Owner will have the right to immediately terminate this Agreement for its convenience at any time during the Preconstruction Phase (i.e., before commencement of the Construction Work under this Agreement as authorized in a Notice to Proceed) for the Component(s) at issue. In that event, Owner will compensate the Contractor for the value of the Preconstruction Services it has performed, if any, and the costs already incurred for Construction Work on any other Component, if any. However, the Contractor will not be entitled to any compensation for damages, lost profits, or payment of any other kind.

5.2 Time is of the Essence. It is understood that time is of the essence in performing each phase of the Work on each Component of the Project, including any Milestones identified in the Contract Documents, including, but not limited to, in specification Section 00 11 01, “Milestone Schedule.” The Contractor will provide the necessary equipment, personnel, and services to commence Work on the date this Agreement is executed (or at such other time as provided for in the Contract Documents), and for the Work to be substantially complete within the time periods set forth in the Contract Documents.

5.3 Date of Commencement. The date of commencement of the Preconstruction Services set forth in Section 3.3 herein will be issuance of the Agreement for Preconstruction Services. The date of commencement of all other Work for each Component, including the Construction Work, will be by a Notice to Proceed letter to the Contractor specifying the Work that is being authorized. Any Work performed prior to issuance of this Agreement or a relevant Notice to Proceed will be at the Contractor’s sole risk and expense.

5.4 Substantial Completion.

5.4.1 Owner anticipates issuing a Notice to Proceed regarding the Construction Work for Component 1 on or around _______________. This Notice to Proceed will allow the Contractor to begin site mobilization and then begin construction. All Work delineated for Component 1 in the Contract Documents, not including Preconstruction Services, will be substantially complete no later than ______, or if the Notice to Proceed is delayed beyond the date listed above, no later than ____ (___) calendar days after Contractor’s receipt of such Notice to Proceed.

5.4.2 Owner anticipates issuing a Notice to Proceed regarding the Construction Work for Component 2 on or around _______________. This Notice to Proceed will allow the Contractor to begin site mobilization and then begin construction. All Work delineated for Component 2 in the Contract Documents, not including Preconstruction Services, will be substantially complete no later than ______, or if


the Notice to Proceed is delayed beyond the date listed above, no later than ____ (___) calendar days after Contractor’s receipt of such Notice to Proceed.

5.4.3 Owner anticipates issuing a Notice to Proceed regarding the Construction Work for the Component 3 on or around _______________. This Notice to Proceed will allow the Contractor to begin site mobilization and then begin construction. All Work delineated for Component 3 in the Contract Documents, not including Preconstruction Services, will be substantially complete no later than ______, or if the Notice to Proceed is delayed beyond the date listed above, no later than ____ (___) calendar days after Contractor’s receipt of such Notice to Proceed.

5.5 Substantial Completion Liquidated Damages. For failure to achieve Substantial Completion for a given Component by the time specified for the Work as required by Section 5.4, Contractor will pay Owner liquidated damages as specified in Section 3.7 of the General Conditions for GC/CM Projects for each and every calendar day from the date when Substantial Completion for that Component was due under Section 5.4 to the date Substantial Completion for that Component is effectively achieved.

ARTICLE 6 – TOTAL CONTRACT COST

6.1 General. The TCC has been mutually negotiated and agreed to by the Parties. The Contractor agrees that the Project is adequately defined and that Construction Documents are at least ninety percent (90%) complete for those Components of the Project included in the MACC at the time of execution of this Agreement. Further, the Contractor has determined that the Project is sufficiently clear and understandable for the Contractor to agree to the TCC set forth herein. The TCC is defined in Article 1 herein.

6.1.1 This Contract is entered into pursuant to the provisions of RCW 39.10.210 and 39.10.340 through 39.10.410. Contractor agrees, as required by RCW 39.10.350, that if the Work cannot be completed for the agreed MACC, any additional costs, except as provided below, will be the responsibility of the Contractor and Contractor hereby assumes liability for such costs without reimbursement by the Owner. Owner agrees that cost increases due to Owner-directed changes, regulatory changes, design errors or omissions, and unforeseen site conditions are the Owner’s responsibility, as provided in Section 6.4.3.

6.1.2 To the extent that the Drawings and Specifications are anticipated to require further development by the Architect, the Contractor will provide in the TCC for such further development consistent with the Contract Documents and reasonably inferable therefrom, and will also provide for market conditions at the time of bidding and possible estimating inaccuracies. Such further development does not include such things as change in scope, systems, kinds and quality of materials, finishes, or equipment, all of which, if required, will be incorporated by Change Order. A change in the Work will not be warranted if the Work in question was reasonably inferable from or contemplated by, or a prudent contractor should have realized that the Work was necessary and appropriate under, the Contract Documents.

6.2 Determination. The TCC was determined through a negotiation of the MACC conducted prior to execution of this Agreement. The MACC negotiations are separate from and not


part of the services under the Agreement for Preconstruction Services. The Contractor will not be reimbursed for MACC negotiations work.

6.3 Preconstruction Services. Prior to execution of this Agreement, Preconstruction Services were provided pursuant to an Agreement for Preconstruction Services. Upon execution of this Agreement, this Agreement replaces and supersedes said Agreement and all work will be performed in accordance with this Agreement. Total compensation for Preconstruction Services, excluding Washington State sales tax, is identified on the first page of this Agreement, where said amount includes Preconstruction Services performed both under the Agreement for Preconstruction Services and this Agreement. The cost for this Preconstruction Services work is not included in the TCC. Any amount that exceeds the total compensation agreed to for Preconstruction Services will be at the Contractor’s sole cost and expense unless there are scope changes in the Preconstruction Services authorized by Change Order or amendment of the Contract Documents.

6.4 Maximum Allowable Construction Cost (MACC).

6.4.1 Calculation. The MACC is the amount, mutually agreed to between the Owner and Contractor, that is required to complete all Work as described in the Contract Documents. The MACC will include all Subcontractor scope of work by bid package consistent with the Subcontract Plan, as discussed in Section 6.6, including Work the Construction Manager will self-perform through the Subcontractor bidding process, except the Specified General Conditions Work. The MACC will include funds for all costs through the life of the Project, except those required for:

6.4.1.1 Preconstruction Services work, whether under the Agreement for Preconstruction Services or this Agreement.

6.4.1.2 Percent Fee.

6.4.1.3 Fixed Amount of Specified General Conditions Work.

6.4.1.4 Owner-directed changes.

6.4.1.5 Other changes due to:

(1) Design errors or omissions;

(2) Unforeseen physical conditions; and

(3) Regulatory changes at variance with the Contract Documents.

6.4.1.6 Washington State sales tax.

6.4.2 Upon completion of the buyout of subcontract bid packages, the Contractor will ascertain whether any scope changes beyond those specified in Section 6.1.2 have occurred in the subcontract bidding documents as a result of completion of the Construction Documents to the one-hundred percent (100%) level. In the event that any such scope changes were required for the Project and approved by both


the Contractor and the Owner, any balance in the MACC may be accessed. Any amounts remaining in the MACC when all the subcontract bid packages have been awarded will be added to the Owner’s Contingency.

6.4.3 The Parties agree that when the MACC was set, the Contractor had participated in and was aware of the existing conditions and proposed design for the Project. It is further intended that the MACC will include all elements necessary to complete the Work in accordance with the Contract Documents, and that Change Orders adjusting the MACC (and thus the Percent Fee on the MACC) will therefore not be necessary except in limited circumstances as set forth below. Accordingly, the MACC will be adjusted principally for the following events:

6.4.3.1 Scope Changes. Owner revisions on scope items previously approved by the Owner and incorporated in the pricing of the MACC.

6.4.3.2 Design Errors or Omissions. Generally, errors or omissions in the Drawings or Specifications that could not reasonably have been anticipated or discovered by the Contractor before the MACC was established. However, design errors and omissions do not include, for example: (1) failure to coordinate between trades; (2) requirements of the Specifications that are not specifically shown in Drawings; (3) requirements of the Drawings that are not specifically described in the Specifications; or (4) design changes made at the request of the Contractor in order to facilitate the constructability of the Project. The failure of the Architect to specify every detail in the Construction Documents does not eliminate the requirement for the Contractor to provide at least a standard commercially available detail that can serve the basic functions of the design.

6.4.3.3 Unforeseen Physical Conditions. Such conditions are as described in Section 5.10 of the General Conditions for GC/CM Projects.

6.4.3.4 Regulatory Agency Changes. Costs incurred as a result of changes in regulatory requirements, but only where such requirements change after agreement on the MACC. This will not include costs incurred as a result of inspections or other enforcement that are based upon preexisting requirements of the building permit(s). This provision includes changes required by the inspector of a governmental authority having jurisdiction beyond those contained in regulations or previously communicated.

6.4.4 Examples of events for which the MACC will not be adjusted include, but are not limited to:

6.4.4.1 Subcontractor gaps. Gaps in scope coverage between Subcontractors, including self-performed Work, that occur after the MACC is negotiated.

6.4.4.2 Scope gaps. An item indicated in the Drawings or Specifications that was not picked up in the MACC.


6.4.4.3 Ambiguities in the Construction Documents that the Contractor knew of or that a reasonable contractor would have identified and raised with the Owner prior to establishing the MACC.

6.4.4.4 Interdisciplinary Coordination. Coordination inconsistencies and errors between design disciplines that the Contractor knew of, caused or contributed to, or reasonably should have known of.

6.4.4.5 Subcontractor Failure. A Subcontractor fails to perform or goes bankrupt.

6.4.5 In accordance with RCW 39.10.350, if Construction Work is completed for less than the MACC, any savings will accrue to the Owner. If the Construction Work is completed for more than the MACC, excepting increases due to Owner-directed changes, regulatory changes, design errors or omissions, or unforeseen site conditions, the additional cost is the responsibility of the Contractor.

6.4.6 Pursuant to RCW 39.10.370, the Owner may authorize the Contractor to proceed with bidding and award of bid packages and construction before receipt of complete Project plans and specifications. Any contracts so awarded by Contractor will be incorporated into the negotiated MACC.

6.4.7 Contractor Responsibility: The Contractor will be responsible for: (1) all costs related to Subcontractor claims or charges that result from mistakes or omissions in the subcontract buyout; (2) coordination errors and coordination omissions related to the Coordinated Shop Drawings work of specification Section 01 6000, “Product Requirements;” (3) interference between Subcontractor(s) and the GC/CM; (4) interference between Subcontractors; (5) the Contractor’s failure to coordinate the Work it self-performs with Work of other Subcontractors; and (6) all costs related to damage or loss of the Work, materials, or equipment, except damage or loss caused by the sole acts or omissions of the Owner.

6.4.8 Construction Cost Summary: As part of the MACC negotiations, a complete construction cost summary will be provided by the Contractor at execution of this Agreement and at execution of any amendment to the Contract Documents that modifies the MACC. The construction cost summary will be in the format provided in Attachment 3, herein, and will cover any applicable Component(s) for which Work will be performed under that MACC.

6.4.9 Risk Contingency Account: A Risk Contingency Account has been established in the amount of three percent (3%) of the Total for subcontract costs as identified in Attachment 3 (“Construction Cost Summary”). The Risk Contingency Account is included in the MACC. The Contractor may utilize the Risk Contingency Account established herein to pay for items for which it is responsible, as defined in Section 6.4.7 herein, provided Contractor may only utilize the Risk Contingency Account to cover costs related to damage or loss to the Work, materials, or equipment when: (1) the Risk Contingency Account has not already been expended; (2) the loss occurs prior to Substantial Completion; (3) it cannot be determined which Subcontractor or Contractor may have caused the damage or loss; and (4) the Owner agrees to waive the provisions of Paragraph 5.8(F) of the General Conditions and authorizes the use of the Risk Contingency Account for


this particular purpose. The Contractor may not use the Risk Contingency Account for items that are defined as Percent Fee or as Specified General Conditions in Sections 6.5.1 and 6.5.2 herein. The Contractor’s use of the Risk Contingency Account must be approved in advance by the Owner. The Contractor will provide the Owner monthly updates on the use of the Risk Contingency Account. Any funds remaining in the Risk Contingency Account will be returned to the Owner with the corresponding Percent Fee. No incentives may be paid to the Contractor from this Account or savings from this Account.

6.4.10 Negotiated Support Services. The estimated costs for items identified as Negotiated Support Services in Attachment 1 (“Summary Matrix of Cost Allocation”) to this Agreement will be specifically identified and included in the MACC and identified as the Negotiated Support Services costs to be reimbursed by the Owner on a direct-cost basis based upon the schedule and duration identified in Section 5.4 herein. The costs for management required to administer the Negotiated Support Services Work will be included in the Fixed Amount for Specified General Conditions. Contractor will identify all Negotiated Support Services and the costs thereof using the format provided herein as Attachment 5.

6.4.10.1 Building Information Modeling (BIM). As noted in the Request for Proposals for GC/CM Services (RFP), the Project Team members, including Contractor, will use BIM as a tool for collaboration, information sharing, estimating, planning, and coordination. Contractor’s direct costs for its BIM management program, including a BIM integrator, will be reimbursable as a Negotiated Support Service as defined herein.

6.4.10.2 Subcontractor costs for management and participation in BIM will not be included in Negotiated Support Services and will be included in the subcontract bid packages within the Subcontract Plan defined in Section 6.4.11 herein.

6.4.11 Subcontract Plan: Upon execution of this Agreement, the Contractor will submit to the Owner a Subcontract Plan developed during MACC negotiations, in a format satisfactory to the Owner, outlining the Subcontract packages and procurement schedule for each package that the Contractor intends to prepare to execute the Project. The Subcontract Plan will include a statement regarding the Work the Contractor intends (if any) to bid on to self-perform and an affidavit stipulating that such work is customarily performed by the Contractor in accordance with RCW 39.10.390.

6.5 Percent Fee and Specified General Conditions.

6.5.1 Percent Fee. The Contractor submitted a dollar amount on the Form of Proposal that represented the Percent Fee stated as a percentage of the estimated MACC. The actual Percent Fee of the MACC stated on the first page of this Agreement is a set dollar amount calculated by multiplying the proposed fee percentage by the actual negotiated MACC. The Percent Fee amount will be adjusted based on deductive or additive Change Orders by multiplying the proposed fee percentage by the actual amount of the change order. If the MACC varies more than fifteen percent (15%) from the estimated MACC for the relevant Component(s) stated on


the Final Proposal Form due to requested and approved changes in the scope by the Owner, the Percent Fee will be renegotiated; provided, however, that amendment(s) to this Agreement to add to the MACC for other Components per Section 6.8 will not trigger such renegotiation. The Percent Fee will cover the following:

6.5.1.1 All profit of the Contractor for this Project.

6.5.1.2 All regional and home office overhead expenses, including labor and materials, travel, phone, facsimile, postage, and other incidental office expenses attributed to work on this Project that is not specifically identified in the Specified General Conditions Work.

6.5.1.3 All overhead expenses of the Contractor for participation in and the support of the Subcontractor bidding process of the Project.

6.5.1.4 Other than retail sales tax, the fee will cover all taxes owed by the Contractor, including, but not limited to, city and state B&O tax.

6.5.1.5 Contractor’s performance and payment bond.

6.5.1.6 Contractor’s liability insurance coverage as required by the Contract Documents.

6.5.2 Specified General Conditions Work. This Agreement identifies the dollar amount for the “Fixed Amount for Specified General Conditions” Work. The Specified General Conditions Work will consist of all requirements of the Contract Documents contained in the General Conditions for GC/CM Projects, any Modifications and Supplemental Conditions to the General Conditions, this GC/CM Agreement, and the Division 01 Specifications. Attachment 1 (“Summary Matrix of Cost Allocation”) to this Agreement summarizes some of the costs associated with Specified General Conditions Work. Any cost that is not specifically identified in the “Summary Matrix of Cost Allocation” will be covered by the amount bid for Specified General Conditions, unless otherwise identified in this Agreement. Specified General Conditions Work must be performed at the expense of the Contractor and may not be made part of a Subcontract bid except when so required by the Specifications and approved by the Owner.

6.6 Subcontract Buyout Procedure.

Contractor will use its best efforts to develop the interest of Subcontractor bidders in the Project. Contractor will consider pre-bid determination of Subcontractor eligibility to the extent permitted by statute and furnish the Owner, Architect, and CM Consultant for their information as part of the submittal of its Subcontract Plan a list of possible eligible Subcontractors, including suppliers who are to furnish materials or equipment fabricated to a special design, from whom proposals will be requested for each principal portion of the Work. Receipt of such list will not require the Owner or Architect to investigate the qualifications of proposed Subcontractors or suppliers, nor will it or the lack of any objection waive the right of the Owner or Architect later to object to or reject any proposed Subcontractor or supplier.


6.6.1 Administration of Bidding.

6.6.1.1 In accordance with the applicable requirements of Chapter 39.10 RCW, Contractor will assemble the bidding materials, manage the bidding process, and obtain bids from Subcontractors and from supplies of materials or equipment fabricated especially for the Work and deliver such bids to the Architect, the Owner, and the CM Consultant. The Contractor will analyze the Subcontractor bids and deliver them to the Owner with a recommendation of award. The Owner will then determine, with the advice of the Contract, Architect, and CM Consultant, which bids will be accepted.

6.6.1.2 Other than Work under the Specified General Conditions and Negotiated Support Services, all Work on the Project will be competitively bid as required by Chapter 39.10 RCW. Negotiated Support Services will not be bid as a package, but individual components of Negotiated Support Services may be bid.

6.6.2 Award to Low Bidder. When subcontract bid packages are awarded, they will be awarded to the eligible (as defined in RCW 39.10.400) responsible bidder submitting the low responsive bid (subject to RCW 39.04.380).

6.6.3 Updated Subcontract Plan and Other Requirements. Before soliciting subcontract bids, the Contractor will submit, for review and approval by the Owner: (1) an updated Subcontract Plan outlining the subcontract packages, with bid package estimates and a procurement schedule for each package; (2) bidding advertisements, forms, and instructions; (3) standard Subcontractor agreements; and (4) an updated summary schedule.

6.6.3.1 No “allowances” will be included in Subcontractor bid documents if not included in the MACC negotiations or without prior approval of the Owner. Denial or approval of any allowance will not result in a change in the MACC. If the Owner agrees an allowance is appropriate within a Bid Package Estimate (BPE), the following procedures will be implemented:

(1) Contractor will provide a schedule of allowances included in the BPE.

(2) Allowances will be tracked by Contractor on a Time & Materials (T&M) basis and shown on the Schedule of Values as a discrete line item for each appropriate Subcontractor.

(3) A deductive Change Order will be issued at the end of the Project for any remaining allowances.

6.6.3.2 The Contractor will assist the Owner to identify and procure late bid packages that are determined by the Owner to be beneficial in providing the latest “state of the art” technologies or equipment for the Project.

6.6.3.3 Owner’s written approval is required for changes to the Subcontract Plan.


6.6.4 Bid Documents Reproduction Costs. Reproductions of bid sets as required for bidding and conformed documents to provide a consolidated Construction Document due to phased permitting and partial Construction Document issuance is an Owner’s expense.

6.6.5 Bidding. The Contractor will bid out subcontracts in accordance with its approved, updated Subcontract Plan and in accordance with all requirements stipulated in RCW 39.10.340 through RCW 39.10.410. During subcontract buyout, the Contractor may request a change in its Subcontract Plan, and the Owner will not unreasonably withhold approval, provided that the sum of all bids received plus the remaining bid package estimates in the Subcontract Plan as revised and the cost of Work to be performed by Contractor does not exceed the MACC. Contractor will document and report monthly to the Owner on its procurement process.

6.6.6 Negotiations. If the lowest responsive bid for a particular bid package is greater than the bid package estimate, then the provisions of RCW 39.10.380 will apply. If the lowest responsive bid does not exceed the bid package estimate by One Hundred Twenty-Five Thousand Dollars ($125,000) for bid packages below Ten Million Dollars ($10,000,000), or two percent (2%) for bid packages with bid package estimates greater than Ten Million Dollars ($10,000,000), then the Contractor may negotiate an adjustment to that bid based upon agreed changes to the subcontract package between the Owner and Contractor to bring the bid within the amount of the bid package estimate, which, for purposes of this Contract, will be considered to be the “Available Funds.” All time delays and costs, including, but not limited to, the A/E costs associated with the negotiations and/or changes to and reproduction of the Construction Documents, resulting from rebidding or negotiation under Sections 6.6.5 through 6.6.6 will be the responsibility of the Contractor.

6.6.7 Award or Rebid. If the Contractor chooses not to negotiate under the provisions of Section 6.6.6 above, or if the low conforming bid exceeds the bid package estimate by more than the amount permitting negotiations, the Contractor will, at the sole discretion of the Owner, either award the bid package to the low responsive responsible bidder or will rebid the bid package at no additional cost to the Owner. Provided unusual circumstances exist, Contractor may request and Owner, at its sole option, may agree to a change in the scope of the work for the bid package. The Contractor may then rebid, but all time delays, including construction schedule impacts, and costs to rebid, including reproduction costs and any A/E costs to the Owner associated with changes to the Construction Documents, will be the responsibility of the Contractor and the MACC will not be changed.

6.6.8 Bid Protest. Except where the Contractor is seeking to self-perform work or a protest is made pursuant to RCW 39.10.385, Contractor will be responsible for reviewing and responding to bid protests and will adhere to the requirements of RCW 39.10.380 in the event of a bid protest. Owner or its designee will address other bid protests in accordance with applicable law.

6.6.9 Savings. If the Contractor is successful in awarding contracts for all of its subcontracts in its approved, updated Subcontract Plan in an amount less than the negotiated MACC, any remaining savings will be returned to the Owner along with


the Percent Fee percentage multiplied by the savings, or, at Owner’s sole discretion, utilized to fund additive alternates or other Work as directed by the Owner.

6.6.10 Subcontractor Non-Performance. If any Subcontractor to whom a bid package has been awarded is unable to perform all Work required by that bid package for whatever reason, the Contractor will have the option to rebid or negotiate for the performance of the work or perform the work itself. The Contractor will bear all risk and/or be responsible for cost overruns occasioned by a Subcontractor’s inability to perform.

6.6.11 Owner-Furnished Equipment. The Contractor will perform all work required to subcontract the installation of Owner Furnished Contractor Installed (OFCI) and Owner Existing Contractor Installed (OECI) equipment.

6.7 Contractor Cost Accounting.

6.7.1 Accounting. Starting with the award of the first subcontract bid package, the Contractor will, in accordance with directions given and formats developed by the Owner, provide Owner with monthly reports, including, but not limited to, showing expenditures on all bid packages, all Agreement changes, and all Negotiated Support Services costs, including forecast-to-Final Completion updates. Contractor Claims will be accounted for separately.

6.7.2 Performance and Payment Bond. Prior to execution of this Agreement by the Owner, the Contractor will provide the Owner with performance and payment bonds in a form and with a surety acceptable to the Owner for the full amount of the TCC, plus Washington State sales tax, as required by Section 2.4 of the General Conditions for GC/CM Projects.

6.8 MACC Negotiation for Additional Work. As referenced on the first page of this Agreement, the Parties will negotiate regarding one or more additions to the MACC based on the Drawings and Specifications for any Component(s) (i.e., that portion of the Work) not included in the MACC as specified in Attachment 3 upon execution of this Agreement. Such negotiations will commence when the Construction Documents for the relevant Component(s) are ninety percent (90%) complete. The Parties agree to negotiate in good faith regarding such amendment. Following initiation of such negotiations, Contractor may request, and/or the Owner may provide, a final offer for the additional Work at any time, and the other party will respond to such proposal within thirty (30) days. In the event that the parties do not agree on amendment of the MACC covering the remaining Component(s), Owner will use the procedure for Construction Change Directives in Section 7.3 of the General Conditions for GC/CM Projects to effectuate completion of such Work. Upon amendment of the MACC, Contractor will secure a performance and payment bond for the revised TCC incorporating the amended MACC. Any MACC amendments made pursuant to this Section 6.8 will not trigger renegotiation of the percentage fee charged on the MACC unless the MACC negotiated for a given Component exceeds the estimated MACC for that Component given on the Final Proposal Form by more than fifteen percent (15%) due to requested and approved changes in the scope by the Owner.


ARTICLE 7 – SUBCONTRACTING

7.1 Competitive Bidding Required. Other than the Specified General Conditions and Negotiated Support Services work, all Work on the Project will be competitively bid with public bid openings. Subcontract work will not be issued for bid until the Contractor has completed the requirements of Section 6.6.3 herein. To the extent that the Work qualifies for the use of the alternative subcontractor selection process authorized by RCW 39.10.385, the Contractor may, with approval by and in conjunction with the Owner, employ that approach in the selection of the mechanical and/or electrical subcontractor(s).

7.2 Self-Performance by GC/CM. The Contractor may bid on subcontract work and/or supply of equipment and materials that it customarily performs or supplies, provided that Contractor complies with the requirements of RCW 39.10.390. Contractor’s interest in the Work will not diminish its duty to aggressively seek competition for bid packages. In the event the Contractor will be bidding on subcontract work, the bid opening will be managed by the Owner or Owner’s designee and notice of the Contractor’s intention to bid will be included in the public solicitation for bids for that bid package. In no event may the value of the subcontract work performed by the Contractor exceed thirty percent (30%) percent of the MACC. The Contractor must provide staff to superintend and manage subcontract packages it undertakes that is separate and distinct from the staff involved in the management of this Agreement. In no event may the Contractor or its subsidiaries assign warranty responsibility or the terms of its contract or purchase order with vendors for equipment or material purchases to subcontract bid package bidders or Subcontractors who have been awarded a contract as part of the Project.

7.3 Prebid Eligibility. When in the best interest of the Project and critical to the successful completion of a Subcontractor bid package, the Owner and Contractor may determine Subcontractor eligibility to bid based on the criteria set forth in RCW 39.10.400. Subcontract bid packages will be awarded to the responsible pre-qualified bidder submitting the lowest responsive bid. In addition, the Contractor may select a mechanical Subcontractor, electrical Subcontractor, or both, in accordance with the alternative procedure specified in RCW 39.10.385, only with Owner’s advance approval.

7.4 Subcontractor Bid Packages. The Contractor may: (1) with approval by the Owner organize and solicit bids for the subcontract work in whatever combinations or packages it chooses; (2) not use any allowances except as provided in the Contract Documents; and (3) not use any alternates without approval of the Owner, unless such alternates were specified in the MACC.

7.4.1 Contractor will submit: (1) draft and final bid package scopes of work, and; (2) Bid Forms for each subcontract package for Owner’s review prior to bidding. Changes to the final bid package documents will not occur without Owner’s approval

7.5 Cost of Subcontracting Process. As part of the Specified General Conditions Work, the Contractor will be responsible for all costs associated with the subcontracting process including, but not limited to:

7.5.1 Developing solicitations for subcontract packages, except for solicitations executed under the process set forth in RCW 39.10.385 and activities pursuant to


RCW 39.10.400, which will be compensated under the Agreement for Preconstruction Services.

7.5.2 Subcontract procurement.

7.5.3 Site tours.

7.5.4 Responding to questions from bidders.

7.5.5 Providing bid opening facility.

7.5.6 Bidding in accordance with the requirements of the Contract Documents.

7.5.7 Award of subcontracts.

7.6 Solicitations of Subcontractors. Solicitations of Subcontractors by the Contractor will be made in accordance with the following procedures:

7.6.1 A representative of the Owner will be present at each bid opening to observe the procedure. In the event the Contractor is bidding on a subcontract package, the Owner or its designee will conduct the bid opening.

7.6.2 Solicitations for bids will be advertised in advance in the “Public Notice” section of the Daily Journal of Commerce and The Reflector newspapers.

7.6.3 Bidders may obtain the bid results by telephone from the Contractor. All such calls will be referred to the Contractor.

7.6.4 Responsiveness requirements and bidding procedures will be described in each bid solicitation and will be reviewed with the Owner prior to each bid opening.

7.7 Subcontractor Bonding. For subcontract bid packages with a bid estimate over Three-Hundred Thousand Dollars ($300,000), the Contractor will require a bid bond in the amount of five percent (5%) of the amount bid from each Subcontractor that bids. The Contractor will require a performance and payment bond from all Subcontractors who are awarded a contract worth more than the dollar limit stated above ($300,000), which bond will be in the amount of the subcontract. The Contractor may require a performance and payment bond of any other Subcontractor awarded a subcontract worth less than $300,000, provided that such requirement is set forth in the subcontract bid documents. The Contractor acknowledges that all costs of subcontractor bonding are included in the negotiated MACC on the first page of this Agreement. The Contractor will include this provision in each Subcontractor agreement.

7.8 Subcontract Agreements. Contractor will promptly contract with the selected bidder and promptly deliver a copy of each subcontract to the Owner. Subcontract agreements used by the Contractor will be in compliance with all of the applicable provisions of Chapter 39.10 RCW, including, but not limited to, RCW 39.10.410; the Contract Documents; and all federal, state, and local laws, regulations, and ordinances. Subcontract agreements will


also be consistent with the terms of this Agreement and the General Conditions for GC/CM Projects.

7.8.1 Without limiting the foregoing, subcontracts or other agreements will conform to the applicable payment provisions of this Agreement and will not be awarded on the basis of cost-plus-fee, except for any contracts awarded under the alternative procedure of RCW 39.10.385, which will include a maximum allowable subcontract cost. If mechanical and/or electrical subcontracts are awarded in accordance with the alternative procedure specified in RCW 39.10.385 on a cost-plus-fee basis, the Contractor will provide in the subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Contractor under the Contract Documents, and these Subcontractors willl be audited prior to final payment in accordance with the Contract Documents.

ARTICLE 8 – COMPENSATION

8.1 Compensation and Payments for Preconstruction Phase Services.

8.1.1 For the Contractor’s Preconstruction Phase services as described in Section 3.3, the Owner will compensate the Contractor as follows: ____________.

8.1.2 Unless otherwise agreed, payments will be made monthly in proportion to services performed. The invoice will contain detail of and support for the services performed.

8.2 Compensation for Construction Phase Services.

8.2.1 For the Contractor’s performance of the Construction Work as described in Section 3.4, the Owner will pay the Contractor the MACC plus the Percent Fee and the Fixed Amount for Specified General Conditions. The Percent Fee will be the fixed, lump-sum amount calculated as the percentage specified in the proposal form (___%) multiplied by the negotiated MACC. The Percent Fee will not apply to the Specified General Conditions. In the event a Change Order is issued for a change in the Work, a change in the Percent Fee will be the Percent Fee percentage (____%) multiplied by the net change in the cost of the changed Work.

8.2.2 The fee for changed Work directly performed by a Subcontractor of any tier, including overhead and profit, is specified in Section 7.5 of the General Conditions for GC/CM Projects. If a lower-tier Subcontractor performs changed Work, the fee of upper-tier Subcontractors is also specified in that Section 7.5.

8.2.3 Rates paid for Contractor-owned equipment will not exceed the standard rate paid at the place of the Project as described in Section 7.5 of the General Conditions for GC/CM Projects.

8.2.4 The amount of Negotiated Support Services, which is included in the MACC, is ____ ($____).


8.2.5 The Fixed Amount for Specified General Conditions is ____ ($_____).Owner will compensate Contractor for Specified General Conditions monthly in proportion to that portion of the Specified General Conditions Work performed.

8.3 Applications for Payment. Contractor will submit Applications for Payment pursuant to Section 6.3 of the General Conditions for GC/CM Projects, and Owner will process such applications as provided in the General Conditions.

8.4 Final Payment.

8.4.1 Final payment, constituting the entire unpaid balance of the Contract Sum except for statutory retainage, will be made by the Owner to Contractor within thirty (30) days of the Owner’s Final Acceptance of all the Work under the Contract and will occur when:

8.4.1.1 The Contractor has fully performed under the Contract Documents, except for its responsibility to correct Work as provided in the Contract Documents, and to satisfy other requirements, if any, that extend beyond final payment;

8.4.1.2 Contractor has submitted a final accounting for the cost of the Work (including final accountings from cost-reimbursable Subcontractors) and a final Application for Payment;

8.4.1.3 Final Completion has been achieved;

8.4.1.4 A final Certificate for Payment has been issued by the Architect; and

8.4.1.5 Requirements for Final Acceptance in the general Conditions for GC/CM Projects are met.

8.4.2 The Owner’s auditors will review and report in writing on the Contractor’s final accounting (including the final accountings of any mechanical and/or electrical subcontracts under RCW 39.10.385) within thirty (30) days after delivery of the final accounting to the Owner by the Contractor. Based upon such Cost of the Work as the Owner’s auditors report to be substantiated by the Contractor’s final accounting, and provided the other conditions of Section 8.4.1 have been met, the Architect will, within seven (7) days after receipt of the written report of the Owner’s auditors, either issue to the Owner a final Certificate for Payment with a copy to the Contractor, or notify the Contractor and Owner in writing of the Architect’s reasons for withholding a certificate as provided in the Contract Documents. For purposes of final payment, the time periods stated in this provision supersede those for responding to approved Applications for Payment elsewhere in the Contract Documents. The Architect is not responsible for verifying the accuracy of the Contractor’s final accounting. The Contractor’s final accounting will not preclude or in any way limit the Owner from exercising its rights of audit under other provisions of the Contract Documents.

8.4.3 If the Owner’s auditors report the cost of the Work as substantiated by the Contractor’s final accounting to be less than claimed by the Contractor, the


Contractor will be entitled to invoke the dispute resolution procedure of Part 8 of the General Conditions for GC/CM Projects. Commencement of the dispute resolution procedure for the disputed amount will be made by the Contractor within thirty (30) days after the Contractor’s receipt of a copy of the Architect’s final Certificate for Payment. Failure to commence the dispute resolution procedure within this thirty (30)-day period will result in the substantiated amount reported by the Owner’s auditors becoming binding on the Contractor. Pending a final resolution of the disputed amount, the Owner will pay the Contractor the undisputed amount claimed in the final Application for Payment.

8.5 Discounts, Rebates, and Refunds. Cash discounts obtained on payments made by the Contractor will accrue to the Owner if: (1) before making the payment, the Contractor included them in an Application for Payment and received payment from the Owner within ten (10) days of submittal of the Application for Payment; or (2) the Owner has deposited funds with the Contractor with which to make payments; otherwise, cash discounts will accrue to the Contractor. Trade discounts, rebates, refunds, and amounts received from sales of surplus materials and equipment will accrue to the Owner, and the Contractor will make provisions so that they can be obtained. The Contractor will notify the Owner in a timely manner of the availability of such cash discounts, rebates, or refunds. Amounts due to the Owner under this provision will be credited to the Owner as a deduction from the costs of the Work.

ARTICLE 9 – MISCELLANEOUS

9.1 Builder’s Risk. Owner will provide Builder’s Risk insurance per Section 2.6 of the General Conditions for GC/CM Projects. Contractor is responsible for all losses up to the policy deductible. The policy deductible for this Project is Ten-Thousand Dollars ($10,000) per occurrence.

9.2 Audit. Owner will have the right to audit. Upon request by the Owner, Contractor will provide Owner full access to all of Contractor’s and its Subcontractors’ data, records, accounts, or materials relevant to the performance of this Agreement.

9.3 Sales Tax. The actual amount of sales tax to be paid to the Contractor will be based on the then-current sales tax percentage applied to actual MACC progress payments, inclusive of approved Change Orders. For the purposes of invoicing, and consistent with Paragraph 4 of the RFFP, the Contractor will not include sales tax as part of the TCC in its pay applications, but the appropriate amount of sales tax will be added by the Owner to each progress payment collected by the Contractor from the Owner and thereafter paid to the State by the Contractor.

9.4 Liability Insurance. Contractor will comply with Sections 2.1-2.3 of the General Conditions, for GC/CM Projects requiring liability insurance. The costs of such compliance will be included in the Percent Fee.

9.5 Entire Agreement. The Contract Documents constitute the entire agreement between the Parties and supersede any and all prior oral or written agreements, commitments, or understandings concerning the matters provided for in the Contract Documents. No other


understandings, oral or otherwise, regarding the subject matter of the Contract Documents will be deemed to exist or to bind any of the parties hereto.

9.6 Modification. The Parties may modify the Contract Documents only by a subsequent written agreement executed by the authorized representatives of the Parties.

9.7 No Waiver. A failure by either party to exercise its rights under the Contract Documents will not preclude that party from subsequent exercise of such rights and will not constitute a waiver of any other rights under the Contract Documents unless stated as such in a writing signed by an authorized representative of the party and attached to the Contract Documents.

9.8 Representatives.

9.8.1 Owner’s Representative: Dr. Nathan McCann, Superintendent, Ridgefield School District; _______.

9.8.2 Contractor’s Representative: _____.

9.8.3 Architect’s Representative: _____.

9.8.4 CM Consultant Representative: Rick Yeo, Principal.

9.9 Notice. Any notices required or permitted to be given under the Contract Documents will be given in writing and will be delivered (1) in person; (2) by certified mail, postage prepaid, return receipt requested; (3) by facsimile; (4) by email; or (5) by a commercial overnight courier that guarantees next-day delivery and provides a receipt. Notices will be addressed as follows:

If to the Owner: Ridgefield School District No. 122

Attention: Dr. Nathan McCann, Superintendent 2724 South Hillhurst Road Ridgefield, Washington 98642 Phone: ____ Fax: ____ Email: ____

If to the Contractor: [Contractor name]

Attention: ____ Mailing Address: ____ ____ Phone: ____ Fax: ____ Email: ____

Either party may from time to time specify in writing an alternative address to the other party. Any notice will be effective only upon delivery, which for any notice given by facsimile will mean notice that has been received by the party to whom it is sent as evidenced by confirmation slip and which for email will mean confirmation that the email


has been delivered to the recipient’s email system (i.e., a “delivery receipt,” not a “read receipt”).

9.10 Term. This Agreement will be in effect until all Work has been completed on the Project and final payment occurs.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by having their authorized representatives affix their signatures below. OWNER CONTRACTOR

By: By:

Print Name: Print Name:

Title: Title:

Date: Date:


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