RFQ for Design-Build – BHCC & SDCC Roof Replacement & Water Infiltration Mitigation

Table of Contents: Attachments

Attachment Title / Description Required with

Submittal (Yes/No)

Attachment A(1) Example – City of Dallas Construction Contract No

Attachment A(2) General Conditions No

Attachment B Insurance Requirements* Yes

Attachment C(1) OPS FRM 240* Yes

Attachment C(2) OPS FRM 640* Yes

Attachment D Conflict of Interest Questionnaire* Yes

Attachment E Certificate of Interested Parties (Form 1295 Overview) No

Attachment F Texas House Bill 89 – Contracting with Entities That Boycott Israel* Yes

Attachment G Texas Senate Bill 252 – Contracting with Terrorist Organization* Yes

Attachment H Texas Senate Bill 13 – Contracting with Entities that Boycott Energy Companies* Yes

Attachment I Texas Senate Bill 13 – Boycotting against Firearm and Ammunition Industries* Yes

Attachment J City of Dallas Living Wage Affidavit* Yes

Attachment K Proposal Bond Example (provided for informational purposes only) No

Attachment L Bath House Cultural Center (BHCC) Pictures No

Attachment M South Dallas Cultural Center (SDCC) Pictures No

Important Note:

*Not completing these forms may result in your proposal being considered “Non- Responsive”

TIDS IS A SAMPLE CONTRACT FORM 0 1'"1. Y. THE ACTUAL CONTRACT MAY OR MAY NOT C01'TAIN THE

PROVISIONS HEREIN, DEPENDING ON THE SCOPE OF SERVICES.

DESIGN/BUILD CONTRACT

BETWEEN OWNER AND DESIGN/BUILDER

This DESIGN/BUILD CONTRACT (the "Contrn.ct") is made and entered into by and between the CITY OF DALLAS, a Texas municipal corporation (the "Owner") and _________ , a ____ corporation, with its p1incipal place of business at __________ (the "Design/Builder").

This Contract is for the design and constrnction of a project identified as: ________ , 1n the City and County of Dallas, Texas (the "Project").

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, Owner and Design/Builder agree as follows:

ARTICLE 1: THE CONTRACT AND THE CONTRACT DOCUMENTS

(A) The Contract: The Contract between Design/Builder and Owner consists of this document and the other Contract Documents described in Paragraph 1 (B). The Contract shall be effective as of ------~ the date of its approval, and that date shall also be considered the execution date of this Contract.

(B) The Contract Documents: The Contract Documents consist of this document, the prelimina1y Design Scope Specification, all Design Documents hereafter prepared by Design/Builder and approved by Owner in accordance with this Contract, the City of Dallas General Conditions for Building Constrnction (June 25, 2007 Edition; Rev. August 28, 2008;

September 1, 2009) (hereinafter called the "General Conditions"), along with any special provisions added thereto with the consent of Owner. The General Conditions are deemed to be a pa1t of this Contract by reference. The General Conditions shall govern all Constrnction Work on the Project, for which Constmction Work Design/Builder is fully responsible to Owner. The General Conditions shall be included as general provisions for use with Design Documents prepared by Design/Builder, Change Orders and Field Orders issued hereafter, along with any other written amendments executed by Owner and Design/Builder, as well as, without limitation, the following documents:

(1) Occupational Safety and Health Standards - Excavation, CFR Pait 1926, Subpart P, effective Janua1y 2, 1990; and,

(2) City of Dallas Business and Inclusion and Development Plan (August 1997).

all of which are hereby incorporated herein by reference and made a part of this Contract.

(C) Enumerated Documents Fonn Entire Contract: Documents not specifically enumerated in Paragraph l (B) of this Contract are not Contract Documents.

Company Name - Project Name Design/Build Contract Rev. 2-1-17

Attachment A(1)

(D) Contract Interpreted as A Whole: This Contract is intended to be an integral whole and shall be interpreted as internally consistent. Work required by any page, part, or pmiion of the Contract shall be deemed to be required Contract Work as if called for in the whole Contract and no claim for extra work shall be based upon the fact that the description of the Work in question is incomplete.

(E) Provision of All Things Required: Anything that may be required, implied or infe1Ted by the Contract Documents which make up this Contract, or any one or more of them, shall be provided by Design/Builder for the Contract Price.

(F) Privity Only with Design/Builder: Nothing contained in this Contract shall create, nor be interpreted to create, privity or any other relationship whatsoever between Owner and any person except Design/Builder.

(G) Agreed Interpretation of Contract Terms: When a word, term, or phrase is used in this Contract, it shall be interpreted or constrned first, as defined herein; second, if not defined, according to its generally accepted meaning in the constluction industly; and third, if there is no generally accepted meaning in the constluction industly, according to its coll1Il1on and customa1y usage. Headings are used herein solely for convenience.

(H) Term "Include" Intended to Be Encompassing: "Include", "includes", or "including", as used in the Contract, shall be deemed in all cases to be followed by the phrase, "without limitation."

(I) Use of Singular and Plural: Words or terms used as nouns in the Conti-act shall be inclusive of their singular and plural forms, unless the context of their usage clearly requires a cont:1·a1y meaning.

(J) Definition of Material Breaches Not Exhaustive: The specification herein of any act, failure, refusal, omission, event, occmTence or condition as constituting a material breach of the Cont:I·act shall not imply that any other, nonspecified act, failure, refusal, omission, event, occurrence or condition shall be deemed not to constitute a material breach of the Conti·act.

(K) Order of Precedence: Unless otherwise provided in this document, in the event of any conflict, discrepancy, or inconsistency among any of the Conti·act Documents which make up this Conti·act, the following shall conti·ol:

(1) As between figures given on plans and scaled measurements, the figures shall govern.

(2) As between large scale plans and small scale plans, the large scale plans shall govern.

(3) As between plans and specifications, the requirements of the specifications shall govern.

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( 4) As between this document and the plans or specifications, this document shall govern.

(5) As between this document and the General Conditions, this document shall govern.

(L) Administration: This Contract shall be administered on behalf of Owner by the Director of _________ , or the Director's designee (hereinafter called the "Director"), and on behalf of the Design/Builder by its duly authorized representatives.

ARTICLE 2: DESIGN/BUILDER'S REPRESENTATIONS

(A) Specific Representations: In order to induce Owner to execute this Contract and recognizing that Owner is relying thereon, Design/Builder, by executing this Contract, and without superseding, limiting, or restricting any other representation or wananty set forth elsewhere in the Contract Documents, or implied by operation of law, makes the following express representations to Owner:

(1) Design/Builder is professionally and fully qualified to act as the design professional and the general Design/Builder for the Project and is, and will remain, licensed to practice engineering and architecture and general contracting by all public entities having jmisdiction over Design/Builder or the Project;

(2) Design/Builder will maintain all necessa1y licenses, pennits or other authorizations necessaiy to act as Design/Builder for the Project until Design/Builder's duties under this Contract have been fully satisfied;

(3) Design/Builder has the expe1tise, experience, and knowledge as well as the necessa1y plant, personnel and financial capability to perfo1m the Design Services and the Work in accordance with the te1ms of this Contract;

( 4) Prior to the execution of this Contract, Design/Builder has visited and inspected the Project site and the local conditions under which the Project is to be designed, constructed and operated, and Design/Builder has performed such tests, if any, as are necessary to detennine the conditions under which the Work will be perfo1med, and Design/Builder accepts the conditions of the Work site and has taken those conditions into account in enteiing into this Contract;

(5) Design/Builder assumes full responsibility to Owner for the improper acts and omissions of its Subcontractors or others employed or retained by Design/Builder in connection with the Project.

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ARTICLE 3: REGULATORY GUIDELINES, REQUIREMENTS AND STANDARDS

(A) Generally: Design/Builder shall perfmm all Design Services described in, contemplated by, inferable from, or necessary or desirable to achieve the objectives stated in the Design Scope Specification and the Contract, including all Design Se1vices necessa1y for the Project to be properly constructed by Design/Builder and used, operated and maintained by Owner in accordance with all applicable guidelines, requirements and standards. "Design Se1vices" means any and all architectural, engineering and design se1vices required to be perfo1med by Design/Builder pursuant to the Contract and all labor, materials, supe1v ision, equipment, computers, documents, and all other things necessaiy for the performance of such se1vices.

"Design Scope Specification" means the document prepared by Owner dated _____ _ which specifies the general scope of the Design Se1vices to be perfmmed by Design/Builder under the Conn-act. A copy of the Design Scope Specification is attached hereto as Exhibit A and is incorporated into this Contract by reference. The Design Services shall be perfmmed within the time provided by the Design Schedule for the perfo1mance of Design/Builder's Design Services as provided in Paragraph 3(H) of this Conn-act.

(B) Owner's Review of Design Se1v ices: Subject to Paragraph 13(G) of this Contract, Design/Builder shall submit all documents produced as pa1t of the Design Se1vices to the Director for review and approval in accordance with the te1ms of the Contract. However, any review or approval by the Director shall not relieve Design/Builder of or othe1wise diminish its obligations under the Conn-act. The Director may direct Design/Builder to make changes to any design documents in order to confmm the documents to Owner's objectives. Any changes by Design/Builder ordered by the Director shall not relieve Design/Builder of its obligations under this Contract unless, and only to the extent that, Design/Builder notifies Owner in writing, within five (5) days after receipt of Owner's directive to make changes, concerning any adverse impact on schedules, budgets, operational costs, operational perfo1mance, satisfaction of regulato1y requirements, or other adverse impact that may result from the directed changes. Failure of Design/Builder to submit its notice within the five (5) day period constitutes a waiver by Design/Builder of any claim for an adjustinent to the Design Schedule or the Contract Time.

(C) Preparation of Site Information: Design/Builder shall prepare, as necessary, smveys and topographic info1mation including aerial photographs needed to establish line and grade of sewers, location of prope1ty lines and easements. Sewer easements, both constrnction and pe1manent, shall be referenced to prope1ty lines by field smveys, and plans shall include the location of any improvement as it relates to prope1ty lines. Owner expressly does not warrant any information provided by it in connection with preparation of the above-mentioned information; Design/Builder, however, may reasonably rely on info1mation provided by Owner to the extent the info1mation has been prepai·ed by Owner or an independent consultant hired by Owner to prepai·e the infmmation specifically for this Project, without absolving Design/Builder from its responsibility to independently verify or investigate infmmation that a reasonable, prndent professional architect or engineer should or would inquire about.

(D) Retention of Geotechnical Consultants: In preparing the Design Documents, Owner shall separately retain an experienced, qualified geotechnical consultant to evaluate all geotechnical considerations relating to the design and construction of the Project. Design/ Builder shall be Company Name - Project Name Design/Build Contract Rev. 2-1-17 Page4 of 42 responsible for designing the Project in accordance with the analysis and recommendations of the geotechnical consultant. Nothing in this paragraph, however, prevents Design/Builder from retaining its own geotechnical consultant to review design work, raise issues for mutual discussion, and obtain fmther information in connection with the geotechnical nature of the Project. Owner expressly does not warrant any geotechnical information provided by it for use in connection with preparation of the design documents; Design/Builder, however, may reasonably rely on geotechnical info1mation provided by Owner to the extent the info1m ation has been prepared by Owner or an independent consultant hired by Owner to prepare the info1mation specifically for this Project, without absolving Design/Builder from its responsibility to independently verify or investigate info1mation that a reasonable, prndent professional architect or engineer should or would inquire about.

(E) Quality of Design Services: Design/Builder shall be responsible for the professional quality, completeness, accuracy, and coordination of Design Documents. Design/Builder shall provide Design Services that will result in an operationally cost-efficient and economical facility that meets all environmental and regulato1y requirements as of the date hereof, and uses the most appropriate available technology. Design/Builder shall provide for all quality control reviews required by sound professional architectural and engineering practices and by governmental authorities having jurisdiction over the Project.

(F) Compliance with Laws and Regulatmy Requirements: In providing Design Services, Design/Builder shall comply with the lawful requirements of all federal, state, and local authorities having lawful jurisdiction over the Project. Design/Builder shall design the Project to meet all applicable requirements of building control laws and regulations in relation to the design, constru ction, occupation, and operation of the Project, including, without limitation, applicable environmental, health and safety legal and regulato1y requirements, standards, and pe1m its and approvals, fire and safety regulations, and requirements and compliance with all other applicable standards and codes.

(G) Duty to Co1Tect EITors: Design/Builder shall, without additional compensation, immediately co1Tect any e1Tors, omissions or deficiencies in its Design Se1vices and Design Documents.

(H) Schedule of Design Services: Design/Builder shall, within ten (10) calendar days after execution of the Contract, submit for Owner's approval the Design Schedule for the performance of Design/Builder's Design Se1v ices, which shall include allowance for reasonable time required for the Director's review of submissions and for approvals of authorities having jurisdiction over the Project. This Schedule shall, upon approval by the Director, be considered incorporated and made a pa1t of this Conu·act as Exhibit B. The Design Schedule, when approved by the Director, shall not, except for good cause, be exceeded by Design/Builder. Should Design/Builder at any time during the course of performing the Contract, have reason to believe that it will be unable to meet any completion date in accordance with the Design Schedule, it shall immediately notify the Director in writing. Design/Builder shall state the reason for the delay in the notice, including the pa1ty responsible, if any, and the steps being taken to remedy or minimize the impact of the delay.

Failure of Design/Builder to submit such notice shall constitute a waive1· by Design/Builder of any claim for an adjustment to the Contract Price, the Design Schedule, or the Contract Company Name - Project Name Design/Build Contract Rev. 2-1-17

Time. All extensions of time shall be governed by Alticles 16 and 17 of this Contract. Subject to the provisions of Paragraph 13(G) of this Contract, Owner shall review and approve, where appropriate, the Design Schedule, or any p01tion thereof.

(I) Requirement to Design Within the Project Budget: Owner's total fixed Project Constrnction Budget for this Project is $ _____ . This amount is established as a condition of this Contract, and shall provide the basis for Design/Builder's design decisions.

Design/Builder, in consultation with Owner, shall detennine what materials, equipment, component systems, and types of constrnction are to be included in the Contract Documents, and will make reasonable adjustments in the scope of the Project to bring it within the Project Construction Budget. With the Director's approval, Design/Builder may also include in the Contr·act Documents alternate bids to adjust the Construction Cost to the fixed limit. Owner may, in its sole discretion and only if circumstances require it, approve a higher fixed limit for the Project ConstI11ction Budget, without any increase in the fee for Design Se1vices under this Contr·act. Any redesign or additional design services required to bring the Project within the Owner's fixed Project Construction Budget shall be at Design/Builder's sole expense.

ARTICLE 4: PRELIMINARY CONSULTATION AND PROJECT ANALYSIS

(A) Determining The Project Objectives: Prior to the preparation of the Prelimina1y Design as required by Article 5 below, Design/Builder shall first consult in detail with Owner, and shall carefully analyze any information furnished by Owner concerning requirements of the Project, including but not limited to, any design, constI11ction, scheduling, budgetary or operational requirements, limitations, and objectives, as well as the Design Scope Specification.

(B) Repo1t On Project Requirements and Objectives: Based on its study and analysis, and no later than ten (10) days after the effective date of the Conn-act, Design/Builder shall prepare and submit to Owner a written rep01t detailing Design/Builder's understanding and analysis of the Project requirements and identifying any design, construction, scheduling, budgetaiy, operational, or other problems which may result from said requirements. The written rep01t of Design/Builder shall also include proposed solutions, including design alternatives if appropriate, addressing each of the identified problems. Design/Builder shall review such report with Owner and shall implement such changes as Owner may require as provided in Paragraph 3(B) of this Contract.

(C) Scheduling: Based upon the Design/Builder recommendation that the Project Schedule should be "fast hacked" for the Design Phase, Owner agrees to review the proposed plan of action promptly. The proposed schedule should include sufficient budget allowances in anticipation of cunently unknown refinements of budgets that may become necessa1y and in order to control Project costs.

ARTICLE 5: PRELIMINARY DESIGN

(A) Time for Prelimina1y Design: Not later than the date called for in the Design Schedule, Design/Builder shall prepare and submit to the Director a Preliminaiy Design for the Project.

(B) Contents of Preliminaiy Design: The Preliminary Design shall address all requirements of the Project and shall include, without limitation, the following:

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(1) prelimina1y drawings which illustrate each of the basic components of the Project including the size, scale, location, dimensions, and character of each building strncture;

(2) prelimina1y drawings which illustrate each exterior view of the Project;

(3) prelimina1y drawings which illustrate a floor plan for each room, office, and functional area of the Project and the dimensions thereof;

( 4) prelimina1y drawings and specifications illustrating and describing the architectural, electrical, mechanical, strnctural, and manufacturing systems of the Project;

(5) a written description of the materials and equipment to be incorporated into the Project and the location of same; and

( 6) any other documents or things required to illustrate, describe or depict the Preliminary Design and the conformity of san1e with the requirements of the Design Scope Specification and this Contract.

(C) To Be Reviewed with Owner: Design/Builder shall review the Prelimina1y Design with the Director and shall incorporate any changes ordered by the Director in regard to the Preliminary Design or the requirements of the Project.

(D) Authorization to Proceed with Detailed Design: After review of the Preliminary Design and incorporation of any changes ordered by the Director, the Director shall authorize Design/Builder in writing to commence preparing the Detailed Design, or such pa1t thereof as directed by the Director.

ARTICLE 6: DETAILED DESIGN

(A) Time for Preparation: Not later than the date called for in the Design Schedule, after the Director has authorized Design/Builder to commence with the Detailed Design as provided in Paragraph 5(D) above, Design/Builder shall prepare and submit to the Director the complete Detailed Design.

(B) The Detailed Design: The Detailed Design shall include all Design Documents which shall desclibe with specificity all elements, details, components, matelials, and other info1mation necessa1y for the complete constrnction of the Project and the rendering of the Project fully operational for its intended purposes, including satisfaction of all testing, permitting, qualifications, certifications, validations, and obtaining regulato1y approvals by all applicable regulat01y authorities required to render the Project and all its components operational and functionally and legally usable for their intended purpose. Subject to the provisions of Paragraph 13(G) of this Contract, Owner shall review and approve, where appropriate, the Design Documents, or any p01tion thereof.

(C) Design Documents: Design Documents means all the design documents provided by Design/Builder and approved by Owner pursuant to the Contract including, without limitation, Company Name - Project Name Design/Build Contract Rev. 2-1-17 those for use in constructing the Project, performing the Work, and the rendering of the Project fully operational, and shall include, without limitation, detailed plans, drawings, specifications, manuals, and related materials prepared by or on behalf of Design/Builder.

(D) Guaranteed Maximum Price fucludes Detailed Design: The Guaranteed Maximum Price, as set fo1th in Alticle 10 below, shall include the cost of constrncting the Project in strict accordance with the requirements of the Detailed Design.

ARTICLE 7: CONSTRUCTION SERVICES

(A) General futent: Design/Builder shall perfonn all Construction Work necessa1y to constr11ct the Project in accordance with this Contr·act, and to render the Project and all its components operational and functionally and legally usable for their intended purpose.

(B) Constrnction Work Defined: The te1m "Construction Work" shall mean whatever is done by or required of Design/Builder to perfmm and complete its duties relating to the construction of the Project under the Contract, including, without limitation, the following:

(1) constrnction of the whole and all pa1ts of the Project in full and strict confmmity with this Contr·act;

(2) the provision and furnishing, and prompt payment therefor, of all labor, supe1vision, se1v ices, materials, supplies, equipment, fixtures, appliances, facilities, tools, u-anspo1tation, storage, power, fuel, heat, light, cooling, other utilities and things required for the constru ction of the Project;

(3) the procurement and furnishing of all necessaiy building pe1mits and other pe1mits required for the constrnction of the Project;

( 4) the creation and submission to Owner of detailed as-built drawings depicting all as-built construction;

(5) the furnishing of any required surety bonds and lllSurance as required by the Contr·act;

( 6) the furnishing of all equipment and product wananties, manuals, test results and user guides required by the Contract or otherwise reasonably available to Design/Builder;

and

(7) the furnishing of all other se1v ices and things required or reasonably inferable from the Contract Documents, including the provisions of Alticle 9 below.

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ARTICLE 8: TIME FOR CONSTRUCTION: THE CONTRACT TIME

(A) Notice of Commencement: After Owner has approved the Design Documents for the Detailed Design, Owner shall issue a notice to commence the Const:rnction Work directing Design/Builder to proceed with the Work on the date indicated in the notice (the "Commencement Date"). The notice to commence Construction Work shall be issued at least ten (10) days prior to the Commencement Date.

(B) Time for Completion: Design/Builder shall commence the Construction Work on the Commencement Date, and the Construction Work shall be caITied out regularly and without intenuption. Design/Builder shall substantially complete the Construction Work not later than or such other date as may by Change Order be later designated (the "Scheduled Completion Date"). The number of calendar days between the effective date of the Cont:J.·act and the Scheduled Completion Date is the "Cont:J.·act Time." Design/Builder shall achieve Final Completion of the Construction Work no later than thirty (30) calendar days after achieving Substantial Completion.

(C) Liquidated Damages for Delay in Substantial Completion: Design/Builder shall pay Owner the sum of ______ Dollars ($ __ ~ per day for each and every calendar day of unexcused delay in achieving Substantial Completion beyond the Scheduled Completion Date.

Any sums due and payable hereunder by Design/Builder shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by Owner, estimated at the time of executing this Cont:J.·act. Such liquidated damages shall apply regardless of whether Design/Builder has been terminated by Owner prior to Substantial Completion so long as Design/Builder's actions or inactions cont:J.·ibuted to the delay. Such liquidated damages shall be in addition to and not in preclusion of the recovery of actual damages resulting from other defects in Design/Builder's performance hereunder for matters other than delays in Substantial Completion.

When Owner reasonably believes that Substantial Completion will be inexcusably delayed, Owner shall be entitled, but not required, to withhold from any amounts otherwise due to Design/Builder an amount then believed by Owner to be adequate to recover liquidated damages applicable to such delays. If and when Design/Builder overcomes the delay in achieving Substantial Completion, or any pali thereof, for which Owner has withheld payment, Owner shall promptly release to Design/Builder those funds withheld, but no longer applicable as liquidated damages.

(D) Liquidated Damages for Delay in Final Completion: If Design/Builder fails to achieve Final Completion within thirty (30) calendar days after the date of Substantial Completion, Design/Builder shall pay Owner the sum of ______ Dollars ($ __ ~ per day for each and every calendar day of unexcused delay in achieving Final Completion beyond the date set fo11h herein for Final Completion of the Work. Any sums due and payable hereunder by Design/Builder shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by Owner, estimated at the time of executing this Cont:J.·act. Liquidated damages shall apply regardless of whether Design/Builder has been terminated by Owner prior to Final Completion so long as Design/Builder's actions or inactions cont:J.·ibuted to the delay. Such liquidated damages shall be in addition to and not in preclusion of the recovery of actual damages resulting from other defects in Design/Builder's performance hereunder for matters other than delays in Final Completion. When Owner reasonably believes Company Name - Project Name Design/Build Contract Rev. 2-1-17 that Final Completion will be inexcusably delayed, Owner shall be entitled, but not required, to withhold from any amounts othe1wise due to Design/Builder an amount then believed by Owner to be adequate to recover liquidated damages applicable to such delays. If and when Design/Builder overcomes the delay in achieving Final Completion, or any pa1t thereof, for which Owner has withheld payment, Owner shall promptly release to Design/Builder those funds withheld, but no longer applicable as liquidated damages.

(E) Time Is of the Essence: All limitations of time set f01th in this Contract are material and time is of the essence of the Contract.

ARTICLE 9: ADDITIONAL DUTIES AND RESPONSIBILITIES OF DESIGN/BUILDER

(A) Design/Builder to Perf01m All Work Required by The Contract: The intent of this Contract is to require complete, coITect and timely execution of the Design Services and the Construction Work. Any and all Design Services that may be required, reasonably implied, or reasonably infeITed by the Contract, or any part of it, as necessaiy to produce the intended result shall be provided by Design/Builder for the Design Services Fee as provided in Article 10 of this Contr·act. In addition, any and all Construction Work that may be required, reasonably implied, or reasonably infeITed by the Contract, or any part of it, as necessa1y to produce the intended result shall be provided by Design/Builder for the Guaranteed Maximum Price as provided in Aliicle 10 of this Contract.

(B) Strict Compliance with The Contr·act Documents: All Constrnction Work perfo1med by Design/Builder shall be in su-ict compliance with this Contr·act. "Substantial Compliance" is not str·ict compliance. Any Construction Work not in str·ict compliance with the Contract is defective.

(C) Supe1vision of The Construction Work: The Constrnction Work shall be strictly supe1vised and directed using Design/Builder's best and highest skill and eff 011. Design/Builder shall bear full responsibility for any and all acts or omissions of those engaged in the Constr1.1ction Work on behalf of Design/Builder.

(D) WaITanty Of Constrnction Workmanship And Materials: Design/Builder warrants and guarantees to Owner that all labor furnished to perfo1m the Constrnction Work under the Contr·act will be competent to perfo1m the tasks unde1taken and is the best quality obtainable, that the product of such labor will yield only first-class results in strict compliance with the Contract, that materials and equipment furnished will be of high quality and new unless othe1wise pe1mitted by the Contr·act, and that the Constrnction Work will be of high quality, free from faults and defects and in su-ict conf01mance with the Conn-act. Any and all Construction Work not strictly conf01ming to these requirements shall be considered defective and shall constitute a breach of Design/Builder's wananty.

(E) Commencement of Guai·antee and Warranty: Special or specific guarantees and warranties which are required by the Contract to rnn for a fixed period of time shall commence rnnning on the date of Substantial Completion of all Construction Work.

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(F) Design/Builder's Schedule of Construction: Design/Builder, within fifteen (15) days after the Commencement Date, shall submit to the Director for his infom1ation, and shall comply with, Design/Builder's Schedule of Construction for completing the Constrnction Work by the Scheduled Completion Date. The Schedule of Construction shall reflect the perfonnance of all Construction Work on weekdays and non-holidays. The Schedule of Construction shall be a detailed clitical path management ("CPM") schedule in a fo1m acceptable to Owner. The Schedule of Constrnction shall be revised at least monthly and shall be revised to reflect conditions encountered from time to time and shall be related to the entire Project. Each such revision shall be furnished to Owner. Strict compliance with the requirements of this Paragraph shall be a condition precedent for payment to Design/Builder, and failme to strictly comply with said requirements shall constitute a material breach of the Contract. No claim for an increase in the Guaranteed Maximum Price ("GMP") shall be allowed as a result of Design/Builder basing the GMP upon an early completion schedule, or as a result of delays and costs atu-ibutable to completion later than the planned early completion date.

(G) Record Copy of Conn-act Documents: Design/Builder shall continuously maintain at the site, for the benefit of Owner, an updated copy of this Contr·act, including one record copy of the Contr·act Documents marked to record on a cmTent basis changes, selections and modifications made during construction. Additionally, Design/Builder shall maintain at the site, for the benefit of Owner, a copy of all Shop Drawings, Product Data, Samples, and other Submittals. Upon Final Completion of the Construction Work, or upon the Director's request, all of the documents described in this Paragraph shall be finally updated and delivered to Owner and shall become the prope1ty of Owner.

(H) Review and Approval of Submittals: Design/Builder shall review, study, and approve, or take other necessa1y action upon all Shop Drawings, Product Data, Samples, and other Submittals to ensure that the Project will be constr11cted in a timely fashion in su-ict compliance with the Contr·act. No deviation from, substitution for, or other modification from the Contract Documents shall be allowed by Design/Builder in a shop drawing or submittal without written approval, in the fo1m of a Change Order, from Owner. Design/Builder shall engage in prompt and adequate review of Shop Drawing and other Submittals to maintain the Constrnction Schedule; Design/Builder also wanants it will use its best independent professional judgment in its review to dete1mine compliance with the Contract Documents.

(I) Owner's Option to Review Submittals: Owner shall also, in its discretion, have the right to review and approve Submittals, and if Owner so elects, Design/Builder shall not perfo1m any portion of the Constrnction Work as to which Owner has required submittal and review until such Submittal has been approved by the Director. Approval by the Director, however, shall not be evidence that Constrnction Work installed pmsuant to the Director's approval confonns to the requirements of the Contract nor shall such approvals relieve Design/Builder of any of its responsibilities or wauanties under the Conn-act. If Owner elects to review Submittals, Design/Builder shall maintain a Submittal log which shall include, at a minimum, the date of each Submittal, the date of any resubmittal, the date of any approval or rejection, and the reason for any approval or rejection. Design/Builder shall have the duty to carefully review, inspect and examine any and all Submittals before submission of same to Owner. Shop Drawings and other Submittals from Design/Builder do not constitute a pait of this Conn-act.

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(J) Procurement and Review of Wan anties: Design/Builder shall procure from all Subcontractors and Suppliers and shall transmit to the Director, all wananties required by the Contract. Design/Builder shall review all such wananties and shall ce1tify to Owner that the wan anties are in strict compliance with the requirements of the Contract.

(K) Procurement of Operations and Maintenance Documentation: Design/Builder shall prepare or procure and shall transmit to the Director all documentation required by this Contract regarding the operation and recommended maintenance programs relating to the various elements of the Construction Work.

(L) As-Built Drawings: Design/Builder shall prepare and provide to the Director a complete set of all as-built drawings which shall be complete and, except as specifically noted, shall reflect perfo1m ance of the Constmction Work in strict compliance with the requirements of this Contract.

(M) Compliance with Labor Laws: Design/Builder shall assume all labor responsibility for all personnel assigned to or contr·acted for the perf01m ance of the Constr11ction Work and agrees to str-ictly comply with all its obligations as employer with respect to said personnel under all applicable labor laws.

(N) Testing, fuspections, And Approvals: Design/Builder shall be responsible for procuring all tests and inspections required by sound professional practices and by governmental authorities having jurisdiction over the Project. Design/Builder shall submit ce1tified results of such tests to Owner. If the laws, ordinances, mles, regulations or orders of any public authority having jurisdiction require any Constr11ction Work to be specifically inspected, tested, or approved, Design/Builder shall assume full responsibility therefore, pay all costs in connection therewith and furnish to Owner the required ce1tificates of inspection, testing or approval.

(0) Owner's Regulations and Applicable Laws: Design/Builder shall, dming the course of the Construction Work, comply with any regulations or guidelines prescribed by Owner.

Design/Builder wanants that it will comply with all public laws, ordinances, mles and regulations applicable to the services to be perf01med under the Contract, including without limitation, those relating to the te1ms and conditions of the employment of any person by Design/Builder in connection with the Constmction Work to be perfo1med under the Contract.

(P) Compliance with Construction Regulations: Design/Builder shall perfo1m the Construction Work in accordance with all constmction codes, laws, ordinances or regulations applicable to the design and execution of the Constmction Work. Any fine or penalty which may be imposed as consequence of any violation of this provision shall be paid by Design/Builder, and Design/Builder shall fully indemnify and hold Owner haimless from all loss, damage, and expense, including attorney's fees, resulting from any such violation or alleged violation of codes, laws, ordinances, or regulations, REGARDLESS OF A CONCURRENT CONTRIBUTION

BY OWNER, THROUGH NEGLIGENCE OR OTHER WRONGFUL ACT, TO SUCH

LOSS, DAMAGE, OR EXPENSE, except that such indemnity shall not apply if the violation is solely and directly caused by a negligent or willful act or omission of Owner, its officers, agents, or employees.

Company Name - Project Name Design/Build Contract Rev. 2-1-17

(Q) Permits, Licenses and Notices: All construction and building pe1mits, licenses and authorizations, including applicable environmental, health and safety permits and approvals, necessaiy for the construction of the Project shall be secured and paid for by Design/Builder.

Design/Builder shall notify the Director when it has received said pe1mits, licenses, and authorizations, and upon receipt shall supply the Director with copies of same. The originals of pe1mits, licenses and authorizations shall be delivered to the Director upon completion of the Constr11ction Work, and receipt of these documents by Owner shall be a condition precedent to final payment. Design/Builder shall also give and maintain any and all notices required by applicable laws pe1taining to the constrnction of the Constrnction Work.

(R) Conditions to Site Access: While on Owner's property, all Design/Builder's employees and Subcontractors shall confine themselves to areas designated by the Director and will be subject to Owner's badge and pass requirements, if any, in effect at the site of the Construction Work.

(S) Site Safety and Security: Design/Builder shall take all reasonable steps and legally required measures at the site to comply with applicable environmental, health and safety regulations and standards and to adequately protect the Construction Work, stored matetials, and tempora1y structures located on the premises, and to prevent unauthorized persons from ente1ing upon the site. Design/Builder shall at all times safeguard Owner's prope1ty and employees from injmy or loss in collllection with the perfo1mance of the Contr·act. Design/Builder shall at all times safeguai·d and protect its own paitially or completely finished Construction Work and that of the adjacent property and all adjacent consttuction Work from damage. Design/Builder shall protect Owner's equipment, apparatus, machine1y, and other property and all adjacent constrnction Work with boai·ding and other safeguards so as to keep the premises free from dampness, ditt, dust, or other damage and shall remove all such tempora1y protection upon completion of the Constr11ction Work.

(T) Repair of Collateral Damage: Unless othe1wise instructed by Owner, Design/Builder shall repair and return to original condition all buildings, su-eets, curbs, sidewalks, utilities or other facilities affected by Design/Builder's perfo1mance of the Construction Work.

(U) Cleaning The Site: Design/Builder shall keep the site reasonably clean dming perfo1mance of the Constrnction Work. Upon Final Completion of the Consttuction Work, Design/Builder shall thoroughly clean the site and the Project and remove all waste, debris, u-ash and excess materials or equipment, together with Design/Builder's prope1ty therefrom.

(V) Owner's Access to Const111ction Work: At all times relevant to the Contr·act, Design/Builder shall provide access to the Construction Work to Owner and its designees without fo1mality or other procedure.

(W) Decisions Regarding Aesthetic Effect: The Dit·ector's decisions m matters relating to aesthetic effect shall be fmal.

(X) Design/Builder to Remain an fudependent Design/Builder: fu perfo1ming both Design Services and Consttuction Work under this Contract, the relationship between Owner and Design/Builder is that of independent Design/Builder, and the execution of this Contract does not Company Name - Project Name Design/Build Contract Rev. 2-1-17 change the independent status of Design/Builder. Design/Builder shall exercise independent judgment in perfonning its duties under this Contract and is solely responsible for setting working hours, scheduling or prioritizing the Contract work flow and detennining how all Contract work is to be perfo1med. No te1m or provision of this Contract or act of Design/Builder in the perfo1mance of this Contract shall be construed as making Design/Builder the agent, servant or employee of Owner, or making Design/Builder or any of its employees eligible for the fringe benefits, such as retirement, insurance and worker's compensation, which Owner provides its employees.

ARTICLE 10: CONTRACT PRICE

(A) Design Services Fee and Guaranteed Maximum Price: Owner shall pay, and Design/Builder shall accept, as full and complete payment for the Design Services, an amount not to exceed $ _____ , payable on the basis of monthly billings as Design Services are completed and accepted by the Director. Prior to final completion and acceptance of Design Services, and upon presentation of final Design and Contr·act Documents to the Director for final review, Design/Builder shall also provide to Owner a proposed final Guaranteed Maximum Price ("GMP") that guarantees to Owner the price for which all Construction Work will be completed within the construction schedule and the Project Budget. If the patties cannot mutually agree to a satisfactory GMP, Owner has the right to te1minate this Contr·act for convenience pursuant to the applicable provisions of Alticle 19. If the GMP submitted is acceptable to Owner, then this Contr·act shall be modified by supplemental agreement to approve the GMP and provide any necessaiy funding for perfo1mance of Construction Work. The Supplemental Agreement is deemed to include by reference the following provision upon acceptance of the GMP (blanks to be filled in with the establishment of the final GMP):

(1) Owner shall pay and Design/Builder shall accept the GMP for the perf01mance of all Construction Work required by the Contract, and the perf01mance of all other requirements of this Contr·act. The GMP shall consist of the Cost of the Constr1.1ction Work as defined in the Contract, plus the Design/Builder's Management Fee, which is $ _____ . Design/Builder, however, agrees and guai·antees that the GMP shall not exceed $ _____ , subject to additions and deductions by Change Order as provided in the Contract Documents. Owner agrees to perfo1m its responsibilities so as to assist Design/Builder to facilitate the completion of the Construction Work and represents to Design/Builder that there will be sufficient funds available to pay Design/Builder up to the GMP of$ _____ , as adjusted by any Change Order. The GMP, unless changed by Supplemental Agreement or Change Order, represents the absolute limit of obligation or liability that Owner may ever have insofar as the cost for full and final completion of the Construction Work, and the total of all payments to Design/Builder or its Subcontractors, are concerned. Should additional ainounts be required to be expended, over and above the GMP, to achieve completion of the Construction Work, including Project constr11ction, and payment to Design/Builder, in accordance with this Contr·act, liability for and payment of such additional amounts shall be the sole responsibility of Design/Builder and its Contr·act Surety herein, and Owner shall never be liable for same. Should the final Cost of the Construction Work and Design/Builder's

Company Name - Project Name Design/Build Contract Rev. 2-1-17 compensation total less than the GMP, or any approved revision thereof, the difference shall inme to the benefit of Owner and no claim for all or any p01tion of said difference shall be valid against or payable by Owner. Owner's limitation of obligation or liability set out in this Paragrnph shall be incontrovertible and unequivocal; any term or provision of this Contract, the Exhibits, attachments, or provisions incorporated by reference in or to this Contract, or of any Subcontract executed in furtherance of the anticipated Construction Work under the Contract shall not be construed or deemed to alter or waive this absolute condition. Likewise, Design/Builder's absolute responsibility for the completion of the Project in accordance with the Contract Documents, including the Plans and Specifications, and within the agreed cost constraints, as well as Design/Builder's agreement to bear all costs in excess of the GMP without recourse to Owner, if such excess costs are necessary for the completion of the Construction Work, shall be incontrnve1tible and undisputable, and shall take precedence over all other te1ms and provisions of this Contract and the Exhibits hereto, no pa1t of which shall be deemed to alter, diminish or waive such obligations.

(B) Management of Constrnction Work: In addition to the Constrnction Work Design/Builder will perfo1m, it will also provide all the usual and necessa1y traditional constrnction management services incident to constrnction projects of the nature and scope of this Project, for which the Management Fee described in Paragraph (A) is paid. The services required are not intended in any manner to diminish the overall responsibility of Design/Builder for the full and final completion of the Constrnction Work within the time and cost constraints specified in this Contract.

(C) Cost of Construction Work: Owner agrees to pay Design/Builder for the Cost of the Constrnction Work as defined below, subject to submission by Design/Builder of all backup substantiation as may be reasonably required by the Director. Such payment shall be in addition to the Design/Builder's Management Fee specified above. However, in no event shall the sum of payments for the Cost of the Constrnction Work, Design/Builder's Management Fee and any other Design/Builder compensation exceed the Guaranteed Maximum P1ice, as adjusted by Change Order. The te1m "Cost of the Constrnction Work" shall mean costs necessarily incmTed in the perfo1mance of the Constrnction Work during the Construction Phase, and paid or payable by the Design/Builder, and not included in the Management Fee as set f01th above. The following items are considered to be pa1t of the Cost of the Construction Work:

(1) Wages paid for labor in the direct employ of the Design/Builder in the perfo1mance of the Work under any applicable collective bargaining agreement, or under a sala1y or wage schedule agreed upon by the Owner and Design/Builder, and including reasonable and customruy benefits, if any, as may be payable with respect thereto. Such costs shall be at rates not higher than the standard pay in the locality of the Constru ction Work except with prior consent of the Owner, and shall include the items set fo1th below in this Alticle.

The reasonable cost of mug testing for all of Design/Builder's employees utilized on or hired for the Project, whether management or labor, shall also be a Cost of the Construction Work.

(2) Salaries of Design/Builder's employees at or below the level of Project Design/Builder, when engaged on the Construction Work and stationed at the Field Office, Company Name - Project Name Design/Build Contract Rev. 2-1-17 in whatever capacity employed.