DESIGN-BUILD CONTRACT DOCMENTS

For the Design and Construction of

JUNIPER SWIM AND FITNESS OUTDOOR POOL COVER REPLACEMENT & RENOVATION

PROJECT

Project # 219

This Contract is between:

District:

Bend Park and Recreation District 799 SW Columbia Street Bend, Oregon 97702

Design Builder:

XXXXX

Attn: XXXXXX Address:

XXXXXXX

City, State Zip Oregon CCB#: XXXXX

Dated:

Month, date year

The Project budget is:

$7,656,000.00

PROJECT # 219 DESIGN BUILDER CONTRACT FOR CONSTRUCTION pg. 1

TABLE OF CONTENTS

1. WORK OF THIS CONTRACT

2. DATES OF COMMENCEMENT, SUBSTANTIAL AND FINAL COMPLETION

3. CONTRACT SUM AND GMP

4. COST OF THE WORK (To Be Reimbursed)

5. COSTS excluded from cost of work (Not To Be Reimbursed)

6. DISCOUNTS, REBATES AND REFUNDS

7. SUBCONTRACTS AND OTHER CONTRACTS

8. KEY PERSONS

9. DEFINITIONS 252

10. SIGNATURES

PROGRESSIVE DESIGN-BUILDER CONTRACT FOR CONSTRUCTION GENERAL

CONDITIONS ............................................................................................................ EXHIBIT A

FORM OF GMP AMENDMENT ................................................................................. EXHIBIT B

1. WORK OF THIS CONTRACT

1.1 Preconstruction Phase Services – The Progressive Design Builder will 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 District’s “Request for Proposals for Design Build Project Number - #219, Juniper Swim and Fitness Outdoor Pool Cover Replacement and Renovation Project” (the “Project Solicitation”). Commencement of the Construction Phase will not excuse the Design-Builder from completion of the Preconstruction Phase Services, if such services have not been fully performed at commencement of the Construction Phase.

Preconstruction Phase Services will include all services performed during the Preconstruction Phase, as described in this Section 1.1.

1.1.1 Provide a preliminary evaluation of the District’s program and budget requirements, each in terms of the other.

1.1.2 Provide the following services relating to design:

(a). Preliminary design, which may include review and validation of previous documents, concept development, alternative analysis, and site reconnaissance to support preliminary design and estimating efforts, as further specified in the Scope of

PROJECT # 219 DESIGN BUILDER CONTRACT FOR CONSTRUCTION pg. 2

Work. Preliminary design may also include initiation of research, studies, and alternatives analysis deemed necessary to support concept design as detailed in the Scope of Work prepared by the District in consultation with the Design-Builder, as well as preparation of a proposed price and schedule, and shall be consistent with the Proposal except as specifically modified by the Scope of Work.

(b). The Design-Builder shall schedule and conduct meetings with the District and any other necessary individuals or entities to discuss and review the Scope of Work to establish Design-Builder’s preliminary evaluation of the Project and to provide any and all preliminary work required to design the Project, as detailed in the Scope of Work or as otherwise determined by the District, in consultation with the Design-Builder, to be necessary to complete preliminary design and estimating for the Project. The Design- Builder shall not complete any technical analysis or evaluation without written approval from the District unless such analysis or evaluation is specifically authorized in the Scope of Work.

(c). 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). Review in-progress design documents and provide input and advice on construction feasibility, alternative materials, and availability.

(e). The Design Builder shall prepare and submit to the District for the District’s written approval, Construction Documents sufficient to construct the Project, including but not limited to construction drawings, specifications, engineering calculations, and any other necessary documents, setting forth in detail the requirements for construction of the Project. Deviations, if any, from the preliminary design documents or any other materials previously provided must be disclosed in writing and are subject to the approval of the District.

(f) The Design-Builder shall submit updated Construction Documents for the District to review at 30%, 60%, permit submittal, and 100% milestones. Ahead of submitting the updated Construction Documents for District review, the Design-Builder shall conduct their own review of the updated Construction Documents for quality assurance, constructability, and any critical issues relating to scope, quality, schedule or budget. In addition to delivering to the District copies of the updated Construction Documents, the Design-Builder will make reasonable efforts to demonstrate to the District the scope and quality aspects of the design.

(g) The Construction Documents must establish the quality levels of materials required. The Design-Builder shall promptly advise the District of the impact that special design details, materials, and equipment items may have on construction costs. The construction documents must include all items necessary for the proper execution and completion of the work as necessary to produce the indicated results.

PROJECT # 219 DESIGN BUILDER CONTRACT FOR CONSTRUCTION pg. 3

(h) The Design-Builder shall submit completed Construction Documents to the District for District’s approval. If the District discovers any deviations in the Construction Documents not previously disclosed by the Design-Builder, the District will promptly notify the Design-Builder of such deviations in writing. Unless the District and the Design-Builder execute a Change Order or the District issues a field change order specifically identifying the particular deviation and District’s agreement with such deviation, the Design-Builder must correct the deviation and resubmit the Construction Documents. The Construction Documents shall not modify the Contract Documents, including but not limited to the Scope of Work. Acceptance of the Construction Documents will not constitute the District’s acceptance of a deviation unless the deviation is specifically identified by the Design-Builder or included in a Contract Change Order or field change order.

(i) The District, Design-Builder, and its Designer will meet a minimum of once a week until the completion of the 100% Construction Documents.

(j) Before completion of the Construction Documents for the Work, the District, Design-Builder, and the Designer will perform an internal review of the Construction Documents, the Design-Builder’s schedule and any critical issues relating to scope, quality or budget. In addition to delivering to the District copies of the Construction Documents for the Work, including but not limited to Plans and Specifications, Design- Builder and the Designer will make reasonable efforts to demonstrate to the District the scope and quality aspects of the design.

(k) At the completion of the District’s, Design-Builder’s, and the Designer’s review of the Construction Documents, and before submission for permit review, the District must provide its written approval of the Construction Documents, including any revisions thereto made during the internal review. However, review or approval by the District of design and Construction Documents shall not relieve Design-Builder of its liability for any damages resulting from or arising out of professional errors or omissions in the design and Construction Documents, except where the District expressly directs such defective or deficient design and Design-Builder delivers to the District its written objection thereto. Upon the District’s written approval of Construction Documents, the Design-Builder, with the assistance of the District, shall prepare and file documents required to obtain necessary approvals of governmental authorities having jurisdiction over the Project (e.g. permitting).

(l) If required by the District, the Design-Builder shall obtain from each of the Design-Builder’s professionals and furnish to the District certifications with respect to the documents and services provided by such professionals (a) that, to the best of their knowledge, information and belief, the documents or services to which such certifications relate (i) are consistent with the Scope of Work set forth in the Contract Documents, except to the extent specifically identified in such certificate, (ii) comply with applicable professional practice standards, and (iii) comply with applicable laws, ordinances, codes, rules and regulations governing the design of the Project in effect at the time of the applicable permit; and (b) that the District and its consultants are entitled to rely upon the accuracy of the representations and statements contained in such certifications.

PROJECT # 219 DESIGN BUILDER CONTRACT FOR CONSTRUCTION pg. 4

(m) In the sole discretion of the District, the District may elect to accept the Construction Documents as the Design-Builder’s final submittal for any part or portion of the Project or the District may issue a written notice to proceed under any Preconstruction Phase of this Section 1.1 for the Project or portion thereof, or to continue with Construction Document development for any or all portions of the Project.

1.1.3 Provide the following services related to the project schedule:

(a). Provide an initial project schedule including, but not limited to, dates for receiving additional information from, or for work to be completed by the District, dates of design review sessions with the District, schedule for procurement of long-lead items, and construction sequence plan.

(b). Coordinate and integrate the Project schedule with the services and activities of the District, the Design-Builder, and the Designer. As design proceeds, 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, the District’s occupancy requirements, and the portions of the Project having occupancy priority.

Notwithstanding anything herein to the contrary, the date(s) for Substantial Completion and final completion milestones will not be modified without the District’s prior written approval. If the project schedule updates indicate that previously approved schedules may not be met, the Design-Builder must make appropriate recommendations to the District.

(c). Provide an updated schedule at 30%, 60%, permit submittal, and 100% milestones.

1.1.4 Make recommendations to the District regarding the phased issuance of Construction Documents to facilitate phased construction of the Work, if such phased construction is appropriate for the Project, taking into consideration such factors as economics, time of performance, availability of labor and materials, permitting, and provisions for temporary facilities.

1.1.5 Provide the following services relating to cost estimating:

(a). After contracting with the District, prepare a comprehensive preliminary estimate of probable cost to design and construct the Project for review by the District.

(b). Provide periodic updates to the estimate. Submit updated estimates with the respective construction documents at 30%, 60%, permit submittal, and 100%.

(c). If any estimate submitted to the District exceeds previously approved estimates or the District’s budget, make appropriate recommendations to the District to keep the Project on budget.

(d). Notify the District immediately if any construction cost estimate appears to exceed the construction budget.

PROJECT # 219 DESIGN BUILDER CONTRACT FOR CONSTRUCTION pg. 5

(e). Otherwise develop a GMP within the District’s target GMP range and within the District’s schedule.

1.1.6 Perform the following services relating to subcontractors and suppliers:

(a). Develop subcontractor and supplier interest in the Project, and furnish to the District for their information a list of possible subcontractors and suppliers, including suppliers who may furnish materials or equipment fabricated to a special design, from whom competitive bids, quotes, or proposals (collectively, “offers”) will be requested for each principal portion of the Work. Such list is for information and discussion purposes only and not for prequalification of any subcontractor or supplier. Receipt of the list will not require the District to investigate the qualifications of proposed subcontractors and suppliers, nor will it waive the right of the District later to object to or reject any proposed subcontractor, supplier, or method of procurement.

(b). Provide input to the District regarding current construction market bidding climate, status of key subcontract markets, and other local economic conditions. 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. Advise the District on subcontracting opportunities for disadvantaged business enterprises, minority-owned businesses, women-owned businesses, emerging small businesses, or businesses that are owned by a service-disabled veteran(s).

1.1.7 As required to meet the project schedule, the Design-Builder will recommend to the District a schedule for procurement of long-lead time items that will constitute part of the Work, which will be procured by the Design-Builder upon execution of either a GMP Amendment (in the form attached as Exhibit B) or Early Work Amendment covering such procurement, and approval of the schedule by the District. The Design-Builder will expedite the delivery of long lead-time items.

1.1.8 The Design-Builder will work with the District in identifying critical elements of the Work that may require special procurement processes, such as prequalification of offerors or alternative contracting methods.

1.2 Construction Phase Services

1.2.1 Upon execution of an Early Work Amendment or GMP Amendment, the Design- Builder will provide Construction Phase Services to fully and properly perform and complete the Work as required by the Construction Documents including, but not limited to, providing and paying for all materials, tools, equipment, labor, professional and non-professional services, and performing all other acts and supplying all other things necessary to fully and properly perform and complete the Work, as required by the Contract Documents, to furnish to the District a complete, fully functional Project, capable of being legally occupied and fully used for its intended purposes upon completion of the Project and Contractor’s obligations under this Contract (or, as to an Early Work Amendment, to furnish such work as is described in the Early Work Amendment). Construction Phase Services will include Design-Builder services performed during the Construction Phase.

PROJECT # 219 DESIGN BUILDER CONTRACT FOR CONSTRUCTION pg. 6

1.2.2 Notwithstanding any other references in this Contract to Construction Phase Services, the Work will consist only of the Preconstruction Phase Services unless the parties execute (i) a GMP Amendment or (ii) an Early Work Amendment (and then only to the extent of the Early Work Amendment unless a GMP Amendment is executed).

1.2.3 The parties may execute one or more Early Work Amendments identifying specific Construction Phase Services that must be performed in advance of establishment of the GMP, without exceeding a not-to-exceed budget, a not-to-exceed guaranteed maximum price, or a fixed price (“early work price”), to be stated in such Early Work Amendment, with such Early Work Amendment including all necessary District approvals where required. If the price for Early Work is a not-to-exceed budget, then the Design-Builder will be obligated to perform the Early Work only to the extent that the cost of such Early Work, together with the Design-Builder Fee, does not exceed the not to exceed amount.

However, if the Design-Builder performs Early Work with a cost in excess of the Early Work price the Design-Builder will pay such excess cost without reimbursement. If one or more Early Work Amendments are executed, the Design-Builder will diligently continue to work toward development of a GMP Amendment acceptable to the District, which will incorporate the Early Work Amendments. If the District thereafter terminates this Contract prior to execution of a GMP Amendment, the provisions of Article 35 of the District General Conditions (attached as Exhibit A and incorporated herein) will apply.

1.2.4 Prior to commencement of the Construction Phase, and in any event not later than mutual execution of the GMP Amendment, the Design-Builder will provide to the District a full performance bond and a payment security bond as required by Article 2.10 of the District General Conditions and such bonds shall be in the form provided by the District.

If an Early Work Amendment is executed, the Design-Builder will provide such bond in the amount of the price for the Early Work under the Early Work Amendment. The Design-Builder will provide to the District additional or replacement bonds at the time of execution of any subsequent Early Work Amendment or GMP Amendment, in each case prior to execution of the Early Work Amendment or GMP Amendment and the supplying of any labor or materials for the prosecution of the Work covered by the Early Work Amendment or GMP Amendment, and in each case in a sufficient amount so that the total bonded sum equals or exceeds the total price of Early Work or the GMP, as the case may be. In the event of a Scope Change that increases the GMP, the Design- Builder will provide to the District additional or supplemental bonds in the amount of such increase prior to performance of the additional work.

1.3 Construction Management (CM) Services -Throughout the Preconstruction Phase and Construction Phase of the Project, the Design-Builder will provide CM Services, generally consisting of coordinating and managing the building process as an independent contractor, in cooperation with the District, including but not limited to:

1.3.1 Preconstruction Phase Services.

1.3.2 Develop and deliver schedules, prepare construction estimates, perform constructability reviews, analyze alternative designs, study labor conditions, coordinate and communicate the activities of the construction principals throughout the Construction Phase to all construction principals.

PROJECT # 219 DESIGN BUILDER CONTRACT FOR CONSTRUCTION pg. 7

1.3.3 Continuously monitor the project schedule and recommend adjustments to ensure completion of the Project in the most expeditious manner possible.

1.3.4 Work with the District to analyze the design, participate in decisions regarding design, construction materials, methods, systems, phasing, and costs, and suggest modifications to achieve the goals of providing the District with the highest quality Project within the budget, the GMP, and schedule.

1.3.5 Provide value engineering (VE) services intended to improve the value received by the District with respect to cost reduction or life cycle of the Project, including but not limited to the following: develop cost proposals, in the form of additions or deductions from the GMP, including detailed documentation to support such adjustments, and submit such proposals to the District for its approval; and actively participate in formal VE studies.

1.3.6 Hold and conduct regular meetings with the District to coordinate, update and ensure progress of the work.

1.3.7 Submit monthly written Project update report(s) to the District that include:

(i) actual costs and progress for the reporting period as compared to the estimate of costs; (ii) explanations of significant variations; (iii) Work completed; (iv) Work in progress; (v) changes in the Work; and (vi) other information as determined to be appropriate by the District. Provide oral or written updates to the District as deemed appropriate by the Design-Builder or as requested by the District.

1.3.8 Maintain 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 District may reasonably require. The log must be available to the District on request.

1.3.9 Develop and implement a system of cost control for the Work that is acceptable to the District, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. Identify variances between actual and estimated costs and report the variances to the District at regular intervals.

1.3.10 Cooperate with any and all consultants hired directly and independently by the District.

1.3.11 At the District’s request, cooperate and perform warranty and inspection work for the Project through the expiration date of the applicable warranty period.

1.3.12 Assist the District with start-up of the Project. Such start-up may occur in phases due to phased occupancy.

1.3.13 Perform all other acts and supply all other things necessary to fully and properly perform and complete the Work as required by this Contract.

PROJECT # 219 DESIGN BUILDER CONTRACT FOR CONSTRUCTION pg. 8

2. DATES OF COMMENCEMENT, SUBSTANTIAL AND FINAL COMPLETION

2.1 Notice to Proceed - If Construction Phase Services are added to this Contract as set forth in Section 1.2, the District will issue a notice to proceed to begin the designated or full Construction Phase Services (“notice to proceed”). The notice to proceed is expected to be issued upon final permit approval, but may be withheld in District’s sole discretion. The District will facilitate the area closures required for the Work within the Juniper Swim and Fitness Center facility. If District issues a notice to proceed, construction will commence on the date set forth in the notice to proceed (the “Construction Commencement Date”), which is anticipated to be or around the 1st of September of the year following appropriate approvals and permits to commence construction of the Project. The District will issue a separate notice to proceed for each Early Work Amendment.

2.2 Completion of Project - The Design-Builder must achieve Substantial Completion of the 50m pool enclosure structure within 5 months from the Construction Commencement Date (anticipated to be on or before the 1st of February). The 50m pool wall liner replacement will follow once the structure is enclosed and environmentally controlled and must be completed within 7 months following the Construction Commencement Date (anticipated to be on or before the 1st day of the April). Within 7 months after the Construction Commencement Date (anticipated to be on or before the 1st of April), all Work related to the 50m pool must achieve Substantial Completion. Within 8 months after the Construction Commencement Date (anticipated to be on or before the 1st of May), the rest of the Work associated with the Project must achieve Substantial Completion. Final completion of the Project must be completed no later than 9 months after commencement of construction (on or before the 1st of June).

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

2.4 Time Extension - Notwithstanding provisions for contract time extensions in Article 23 of the District General Conditions, timely completion of the Work is essential to the success of the Project. The District will grant approval for time extension only as a last resort. The Design- Builder must make every effort to recover any time lost.

2.5 Liquidated Damages. The Design-Builder acknowledges that the District will sustain damages as a result of the Design-Builder’s failure to achieve the milestones set forth in Section

2.2. These damages may include, but are not limited to delays in completion, use of the Project (or applicable portion thereof), and costs associated with Contract administration and use of temporary facilities. The Design-Builder and the District acknowledge that the actual amount of damages would be difficult to determine accurately and agree that that the following liquidated damages figure represents a reasonable estimate of such damages and is not a penalty:

2.5.1 Liquidated damages shall be $1,000.00 for each day, or fraction thereof, that the Design-Builder fails to achieve the applicable milestone set forth in Section 2.2.

2.5.2 The Design-Builder agrees to pay to the District the liquidated damage sums set forth above for each day of delay or any fraction thereof, and further agrees that District may deduct such sums from payments the District otherwise owes to Design-Builder under this Contract. If such deduction does not result in payment to District of all

PROJECT # 219 DESIGN BUILDER CONTRACT FOR CONSTRUCTION pg. 9 assessed liquidated damages in full, the Design-Builder shall promptly pay any and all remaining sums due to the District upon demand.

3. CONTRACT SUM AND GMP

3.1 Contract Sum - If a GMP Amendment or Early Work Amendment is executed, the District will pay the Design-Builder, as payment for the Work, the “Contract Sum” in an amount equal to the sum of the preconstruction fee (as provided Section 3.2), the actual Cost of the Work (including the Fixed Cost for GC Work), and the Design-Builder Fee, but in no event will the Cost of the Work exceed the GMP.

The Design-Builder Fee is as described in Section 3.3. The “Cost of the Work” is defined in Article 4. The Design-Builder will pay all costs in excess of the GMP without reimbursement by the District. The Design-Builder is not entitled to changes to the GMP and/or Contract Sum unless first authorized by the District through an Amendment or Contract Change Order per Article 21 of the General Conditions. The GMP shall be determined by the following formula:

Progressive Design Builder Fee + Estimated Cost of the Work = GMP

3.2 Preconstruction Fee - District will pay Design-Builder a preconstruction fee in an amount not to exceed $XXX.XX, which will cover design, permitting, constructability review, value engineering, cost estimating, development of GMP, and all other Preconstruction Phase Services, as described in Section 1.1. If the Design-Builder’s costs for Preconstruction Phase Services exceed the maximum amount set forth above, the Design-Builder must pay such additional cost without reimbursement. The Design-Builder will not be entitled to any Design- Builder Fee upon the preconstruction fee. The District will pay the preconstruction fee on a cost-reimbursement basis for actual time, materials, and expenses incurred in providing Preconstruction Phase Services with each application for payment during the Preconstruction Phase, based on the labor rates listed on the attached Schedule 3.2. Except to the extent the parties may expressly agree to the contrary in the GMP Amendment, no preconstruction fee or other fee, compensation or reimbursement will be payable to the Design-Builder with respect to Preconstruction Phase Services performed after execution of the GMP Amendment.

3.3 Establishment of Progressive Design Builder Fee; Adjustments to Progressive Design Builder Fee

3.3.1 The “Design-Builder Fee” is a fixed-dollar lump sum to be identified in the GMP Amendment, and is calculated as X% of the estimated Cost of the Work at the time of establishment of the GMP. In making such calculation, the estimated Cost of the Work will exclude the preconstruction fee, the Design-Builder Fee itself, and any other cost or charge that this Contract states is not to be included in calculating the Design-Builder Fee, but will include Allowances, selected alternates, and the Fixed Cost for GC Work.

The Design-Builder Fee is inclusive of profit, overhead, and all other indirect or non-reimbursable costs. The District will pay the Design-Builder Fee ratably with each application for payment during the Construction Phase. In the case of Early Work, the

PROJECT # 219 DESIGN BUILDER CONTRACT FOR CONSTRUCTION pg. 10

Design-Builder Fee will 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 such Design-Builder Fee payments will be credited against the Design-Builder fee fixed therein.

3.3.2 Any Amendment or Contract Change Order that increases or decreases the Cost of the Work will be adjusted per Article 21 of the District General Conditions by multiplying the percentage specified in Article 21 of the District General Conditions by the change in the Cost of the Work reflected in such approved Amendment or Contract Change Order. In addition, if this 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 Design-Builder Fee will be limited to the Design-Builder Fee multiplied by the percentage of Work completed and accepted at the time of termination. The Design-Builder Fee will not be subject to adjustment for any other reason, including, without limitation, schedule extensions or adjustments, project delays, unanticipated costs, or unforeseen conditions.

3.4 Determination of GMP

3.4.1 The Design-Builder will deliver to the District a proposed GMP and GMP Supporting Documents at a time designated by the District during the Preconstruction Phase. If any actual subcontract offers are available at the time the GMP is being established, the Design-Builder will use those subcontract offers in establishing the

GMP.

3.4.2 The District will consider the timing of the GMP in the best interest of obtaining costs for the GMP with a complete set of Construction Documents ready for construction. It is the District’s intent to develop the GMP without the need for Allowances or contingencies included within the GMP and District and no Allowances or contingencies may be included in the GMP, or otherwise, without District’s express approval.

3.4.3 If the Construction Documents are not developed to the stage of biddable design documents at the time the GMP proposal is prepared, the Design-Builder will provide in the GMP for further development of the Plans and Specifications that is consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, will be incorporated by Contract Change Order or Amendment with a corresponding GMP adjustment.

3.4.4 The Design-Builder will include with its GMP proposal a written statement of its basis (the “GMP Supporting Documents”), which will include:

(a). A list of the Construction Documents, and other documents, including all addenda thereto and the conditions of this Contract, which were used in preparation of the GMP proposal.

(b). a list of Allowances and a statement of their basis.

PROJECT # 219 DESIGN BUILDER CONTRACT FOR CONSTRUCTION pg. 11

(c). A list of the clarifications and assumptions made by the Design-Builder in the preparation of the GMP proposal to supplement the information contained in the Plans and Specifications.

(d). The proposed GMP, including a schedule of values showing the estimated cost organized by construction division, trade categories, and other items and the associated fees that comprise the GMP.

(e). The dates of Substantial Completion upon which the proposed GMP is based, and a schedule of the Construction Documents issuance dates upon which the date of

Substantial Completion is based.

3.4.5 The Design-Builder will meet with the District to review the GMP proposal and the written statement of its basis. The District will promptly notify the Design-Builder of any inconsistencies or inaccuracies in the information presented. The Design-Builder will then make appropriate adjustments to the GMP proposal, its basis, or both.

3.4.6 The Design-Builder will not incur any cost to be reimbursed as part of the Cost of the Work prior to the District’s acceptance of the Design-Builder’s GMP proposal and issuance of a notice to proceed, except as specifically provided in an Early Work Amendment.

3.4.7 The Design-Builder must revise the Construction Documents to the extent necessary to reflect the agreed-upon assumptions and clarifications contained in the GMP Amendment. The Design-Builder will provide the District with revised Construction Documents in accordance with schedules agreed to by the District and the Design- Builder. The District will promptly notify the Design-Builder if such revised Construction Documents are inconsistent with the agreed-upon assumptions and clarifications.

3.4.8 The GMP must include in the Cost of the Work only those taxes which are enacted and in effect at the time the GMP is established.

3.4.9 The Design-Builder must work with the District to identify and confirm components and systems not specifically shown but required for a complete, fully functional Project.

The Design-Builder will direct its Designer to complete the final Construction Documents in accordance with the Project scope agreed upon by all parties at the time the GMP is established.

3.4.10 Notwithstanding the level of detail represented in the GMP Supporting Documents, the Design-Builder will represent and warrant, at the time that it submits the GMP, that the GMP includes the entire cost of all components and systems required for a complete, fully functional Project.

3.5 Failure to Furnish an Acceptable GMP - If the Design-Builder does not furnish a GMP acceptable to the District within the District’s budget for the GMP, or if the District determines at any time, in its sole discretion, that the parties have failed to reach a timely or acceptable agreement on a GMP, the District may terminate this Contract without liability, and the Design- Builder will not receive additional compensation beyond the preconstruction fee then due under this Contract, and sums due under any Early Work Amendment. Termination under this

PROJECT # 219 DESIGN BUILDER CONTRACT FOR CONSTRUCTION pg. 12 provision constitutes termination for convenience as described in Article 35 of the District General Conditions. The Design-Builder agrees that the District will not be liable for any damages whether actual, consequential or otherwise for termination of this Contract under this provision.

3.6 Acceptance of GMP - Upon acceptance of the GMP by the District, the parties will execute a GMP Amendment.

3.7 Adjustments to GMP - Adjustments to the GMP after execution of the GMP Amendment may be made only (i) in the event of Scope Changes, or (ii) as otherwise expressly provided in this Contract, and then only in accordance with the following procedure:

3.7.1 The Design-Builder will review subsequent iterations of the Plans and Specifications as they are prepared to determine whether, in the opinion of the Design- Builder, they result in a Scope Change so that it can be determined if an adjustment to the GMP is warranted.

3.7.2 Changes to the GMP will be initiated by written notice by one party to the other (“GMP Change Request”). Promptly after becoming aware of any Scope Change, the Design-Builder will deliver a GMP Change Request to the District’s authorized representative if, in the Design-Builder’s opinion, it constitutes grounds for adjustment of the GMP. The GMP Change Request will include a proposed adjustment to the GMP to address the Scope Change. The Design-Builder will be entitled to claim a GMP increase only if all requirements for submission stated in this Contract are satisfied, and the Design-Builder submits a GMP Change Request to the District’s authorized representative within the earlier of (a) 30 days after the Design-Builder has received the information constituting the basis for the Scope Change claim, or (b) as to work not yet bid or proposed, prior to submission of solicitations for such work and as to work already solicited, prior to commencement of the portion of the Work for which the Design-Builder intends to claim a Scope Change; and in any event, prior to the Design-Builder’s signing of a Contract Change Order for the Scope Change.

3.7.3 The Design-Builder will work with the District to reconcile all differences in its GMP Change Request within 7 days from the date of submission of the request. “Reconcile” in this subparagraph means that the Design-Builder and the District have verified that their cost and work assumptions are the same, and resolved any differences between the GMP Change Request. As a condition for payment, the Design-Builder shall submit the reconciled GMP change request to the District for approval.

3.7.4 If the reconciled GMP Change Request is not acceptable to the District, the Design-Builder agrees to work with the District to provide a GMP Change Request that is acceptable to the District.

3.7.5 The Design-Builder will make all records, calculations, drawings, and similar items relating to GMP Change Request available to the District and will allow the District access and opportunity to view such documents at the Design-Builder’s offices. Upon the reasonable notice from the District, the Design-Builder will deliver 2 copies of such documents to the District at any regular meeting or at the site.

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3.7.6 GMP increases, if any, will not exceed the increased Cost of the Work arising from the Scope Change (whether based on agreed fixed pricing, or the estimated Cost of the Work increase based on cost-reimbursable pricing), reconciled in accordance with the above provisions, as arising from the incident justifying the GMP increase.

3.7.7 Except as provided in this Section 3.7, adjustments to the GMP will be reconciled in accordance with Article 21 of the District General Conditions.

3.8 District Savings - If the preconstruction fee is less than the not to exceed amount, or if the sum of the preconstruction fee, plus the Design-Builder Fee, plus the actual and final Cost of the Work, is less than the GMP, 100% of the savings will accrue to the District. The difference in cost shall be reconciled at the end of the Project by a deductive Contract Change Order that shall modify the GMP to actual costs.

3.9 Allowance work

3.9.1 The Design-Builder will not perform any allowance work without a Contract Change Order from the District approving the specifications for the allowance work and the price thereof.

3.9.2 The District may apply any Allowance line items not fully expended to other line item Allowances that have been fully expended, without any resulting increase in the

GMP.

3.9.3 If the total cost of the Allowances exceeds the total amount of all Allowances within the GMP, the Design-Builder will not perform any allowance work in excess of such amount until either (i) the parties agree that the additional allowance work will be performed within the then-current GMP or (ii) a GMP Amendment is executed to increase the GMP by the excess cost of the allowance work.

3.9.4 The Contract Sum will not include any allowance items not identified in the GMP Amendment until such allowance item is reduced to a fixed price by Contract Change Order or Amendment.

3.9.5 If at the final completion of the Project, any portion of the Allowances remain unexpended, 100% of the savings will accrue to District and the GMP will be reduced by a corresponding amount via a Contract Change Order or Amendment.

4. COST OF THE WORK (To Be Reimbursed)

4.1 Cost of the Work - The term “Cost of the Work” will include only those items necessarily and reasonably incurred by the Design-Builder in the proper performance of the Work and specifically identified in this Section 4, and only to the extent that they are directly related to the Project, including all items described in this Section 4.

4.2 Labor Costs

4.2.1 Wages of construction workers directly employed by the Design-Builder to perform the construction of the Work at the site.

PROJECT # 219 DESIGN BUILDER CONTRACT FOR CONSTRUCTION pg. 14

4.2.2 Wages and salaries of the Design-Builder’s supervisory and administrative personnel (i) stationed at the site, or (ii) engaged at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work with the District, or otherwise engaged and off the site when specifically related to the Project, in each case under this Section 4.2.2 only with the District’s prior written approval, and only for that portion of their time directly required for the work.

4.2.3 Fringe benefit costs paid or incurred by the Design-Builder for taxes, insurance, contributions, assessments, and benefits required by law or collective bargaining contracts and, for personnel not covered by such contracts, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections

4.2.1 through 4.2.2.

4.3 Subcontract Costs

4.3.1 The Design-Builder’s actual payment to subcontractors pursuant to the Design- Builder’s contract with such subcontractor for the Work on the Project. No amount paid by or payable to any such subcontractor other than the fixed or cost reimbursement price of its subcontract will be included in the Cost of the Work, unless otherwise approved in writing by the District.

4.4 Costs of Materials and Equipment Incorporated in the Work or Stored On-Site

4.4.1 Costs, including transportation, of materials and equipment incorporated or to be incorporated in the completed Work.

4.4.2 Costs of materials in excess of those actually installed, but required to provide reasonable allowance for waste and for spoilage. Unused excess materials, if any, will be delivered to the District at the completion of the Work or, at the District’s option, will be sold by the Design-Builder. Any sale will be commercially reasonable and the Design-Builder will provide an accounting for such a sale within 15 days of the transaction. Net amounts realized, if any, from such sales will be credited to the District as a deduction from the Cost of the Work.

4.5 Costs of Miscellaneous Equipment and Other Items; Equipment Rental Charges

4.5.1 Costs, including transportation, installation, maintenance, dismantling and removal, of materials, supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by the construction workers, which are provided by the Design- Builder at the site and fully consumed in the performance of the Work; and cost less salvage value on such items if not fully consumed, whether sold to others or retained by the Design-Builder; provided that the District, at its option, may require that the Design- Builder deliver to the District (at no charge) at the end of the Project any of such items procured for the Project. Cost for items previously used by the Design-Builder will mean fair market value. The Design-Builder must not charge additional administrative or other mark-up for purchased items. The Design-Builder must document all small tools purchased for the Project via invoices in monthly billing, and must document the disposition of small tools which have an individual price that exceeds $100. A copy of

PROJECT # 219 DESIGN BUILDER CONTRACT FOR CONSTRUCTION pg. 15 such disposition log must accompany the payment application whenever these items are included in the application.

4.5.2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by the construction workers, which are provided by the Design- Builder at the site, whether rented from the Design-Builder or others, and costs of transportation, installation, minor repairs and replacements, dismantling and removal thereof. Rates and quantities of equipment rented will be according to industry standards, will not exceed one-hundred percent (100%) of the rental rates no higher than the prevailing rates for such equipment from local dealers in effect at the time of rental, will not exceed acquisition costs, and for individual items exceeding $10,000, will be subject to District’s prior written approval. The Design-Builder will deliver to District a list of published rates from time to time at District’s request. For all items rented or leased, the Design-Builder must charge the District only the rental charge incurred by the Design-Builder with no additional administrative or other mark-up. The Design- Builder must make efforts and use its best skills and judgment to procure equipment in the most expeditious and economical manner consistent with the interest of the District.

Efforts will include, but not be limited to, providing the District with a rent/buy analysis so that the District may elect for the Design-Builder to procure the item in lieu of rental if the facility at issue is expected to be rented for 6 months or longer. Such rent/buy analysis will include, where available, a leasing rate commensurate with the expected term of rental of the facility at issue. Inclusions to and exclusions from rental rates will be made in accordance with American Association of Equipment Dealer Standards.

4.5.3 Costs of removal of debris from the site.

4.5.4 Cost of long-distance telephone calls, postage, and parcel delivery charges, telephone, and Internet service at the site, and reasonable petty cash expenses of the site office, which are solely for the benefit of the Work.

4.5.5 That portion of the travel and subsistence expenses of the Design-Builder’s personnel determined by the District to be reasonable and necessary, at the District approved rates, incurred while traveling in discharge of duties connected with the Work.

Main office staff travel will not be reimbursed unless approved in advance by the District.

4.6 Other Costs

4.6.1 That portion of premiums paid by the Design-Builder for insurance directly attributable to this Contract, specifically, builders all/risk insurance, including the deductible (but excluding premiums for comprehensive/commercial general liability, automobile and worker’s compensation coverage which the District does not consider Project-specific), and payment and performance bonds as required by Article 2.10 of the District General Conditions (but excluding premiums for subcontractor bonds unless authorized by the District).

4.6.2 Sales, use, or similar excise taxes imposed by a governmental authority which are directly related to the Work and for which the Design-Builder is liable.

PROJECT # 219 DESIGN BUILDER CONTRACT FOR CONSTRUCTION pg. 16

4.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Design-Builder is required by the Contract Documents to pay.

4.6.4 Deposits by the Design-Builder that are lost for causes other than the Design- Builder’s fault or negligence.

4.6.5 Other costs incurred in the performance of the Work if and to the extent approved in advance in writing by the District.

4.6.6 The Fixed Cost for GC Work, in the total amount shown on the GMP Amendment, as payment for the GC Work, including all labor, materials, and direct and indirect costs.

To the extent any GC Work is otherwise described above in this Article 4, Design- Builder’s compensation for the same is included in the Fixed Cost for GC Work and shall not otherwise be charged as part of the Cost of the Work. The Fixed Cost for GC Work, less 5% retainage thereon, shall be paid in equal installments monthly over the number of months of the scheduled Construction Phase, commencing with the first progress billing after commencement of the Construction Phase. However, no adjustment in the amount payable for GC Work will be made if the actual construction period is shorter or longer than the number of months scheduled for the Construction Phase, unless the construction period is extended because of a District-requested delay.

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

5.1 Excluded Costs - The following will not be included in the Cost of the Work:

5.1.1 Salaries and other compensation of the Design-Builder’s personnel stationed at the Design-Builder’s principal office, or offices other than the site office, except as allowed under Sections 4.2.2 and 4.2.3.

5.1.2 Expenses of the Design-Builder’s principal office and offices other than the site office.

5.1.3 Any overhead and general expenses, except as may be expressly included in Section 4.

5.1.4 The Design-Builder’s capital expenses, including interest on the Design-Builder’s capital employed for the Work.

5.1.5 Rental cost of machinery and equipment, except as provided in Section 4.5.2.

5.1.6 Any cost associated with the Project not specifically and expressly described in Section 4.

5.1.7 Costs due to the fault or negligence of the Design-Builder, subcontractors, suppliers, anyone directly or indirectly employed by Design-Builder, subcontractors, or suppliers, or for whose acts any of them may be liable.

PROJECT # 219 DESIGN BUILDER CONTRACT FOR CONSTRUCTION pg. 17

5.1.8 The cost of correction of any repair work, nonconforming or defective work, or warranty work.

5.1.9 Merit, safety, or other incentive payments, bonuses or awards, or any expenses in connection therewith.

5.1.10 Costs which are incurred by the Design-Builder in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property.

5.1.11 Fines and penalties.

5.