EJCDC® D-512, Agreement Between Owner and Design-Builder for Progressive Design-Build.

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

AGREEMENT

BETWEEN OWNER AND DESIGN-BUILDER FOR

PROGRESSIVE DESIGN-BUILD

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

AGREEMENT

BETWEEN OWNER AND DESIGN-BUILDER

FOR PROGRESSIVE DESIGN-BUILD

THIS AGREEMENT is by and between FORSYTH COUNTY, a political subdivision of the State of Georgia

(“Owner”) and

(“Design-Builder”).

GOVERNING LAWS

This Agreement shall be governed by the laws of the State of Georgia.

PROJECT INFORMATION

Project: SPLOST IX Transportation Bundle 5: Old Atlanta Road Safety Improvements (Corridor Safety and Operational Improvement - PERS1).

Design-Build Contract: SPLOST IX Transportation Bundle 5 (“Contract”)

Owner’s Consultant: BCC Engineering, LLC dba Heath & Lineback – Owner Site Representative

Engineer: Design-Builder has retained [ ] (“Engineer”) for the performance of professional engineering services under this Contract.

Authorized Representatives: Owner and Design-Builder each hereby designates a specific individual authorized to act as representative with respect to the performance of responsibilities under this Contract.

Such an individual shall have authority to transmit instructions, receive formal notices, receive information, and render decisions relative to this Contract on behalf of the respective party that the individual represents.

1. Owner’s Authorized Representative: John N. Jefferson, Forsyth County Capital Projects, 2435 Freedom Parkway, Cumming, GA 30041, jnjefferson@forsythco.com, (678) 455-9910

2. Design-Builder’s Authorized Representative: [ ] [include mailing and delivery addresses, e-mail address, telephone numbers]

Owner and Design-Builder further agree as follows:

ARTICLE 1 – THE WORK

1.01 General Description: Design-Builder shall complete all Work as specified or indicated in the Contract. The Work is generally described as the design and construction of the following: SPLOST IX Transportation Bundle 5. Please refer to the Summary of Work provided in the Contract Documents for additional information.

mailto:jnjefferson@forsythco.com

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

A. Old Atlanta Road Safety Improvements (Corridor Safety and Operational Improvement - PERS1): This project consists of 1.32 miles of design and construction along Old Atlanta Road.

The improvements include roadway widening between Ronald Reagan Boulevard and Brannon to provide a northbound dual left-turn lane and an extension of the southbound receiving lane. From Melody Mizer Road to Ronald Reagan Boulevard, additional widening is proposed to accommodate auxiliary lanes that facilitate free-flow right turns from side streets. Right-turn auxiliary lanes will be provided at the following intersections: Melody Mizer Road, Daves Creek Drive, and Ronald Reagan Boulevard. Additional widening is also provided between Brannon Road and Daves Creek Drive to increase turn-lane storage, as well as along Melody Mizer Lane to provide additional storage capacity.

1.02 Work Stages:

A. Preliminary Stage: As set forth in in Exhibit A, (attached), Design-Builder shall prepare Study and Report; Preliminary Technical Documents; and Construction Plans (including proposed Completion Stage Price).

B. Completion Stage: If Owner and Design-Builder advance to the Completion Stage pursuant to Paragraph 3.03, then Design-Builder shall: Prepare Construction Drawings and Construction Specifications, based on the Preliminary Technical Documents; Construct designed roadway improvements; and Project closeout.

1. In accordance with O.C.G.A. § 32-4-74 and the Forsyth County Board of Commissioners Design-Build Resolution dated February 5, 2026, the Design-Builder shall self-perform not less than thirty percent (30%) of the total Construction Work, exclusive of design services, measured by cost.

C. Regardless of stage, the Work is subject to the terms of the Standard General Conditions.

ARTICLE 2 – CONTRACT TIMES

2.01 Time of the Essence

A. All time limits for Design-Builder’s attainment of Milestones, Substantial Completion, and completion and readiness for final payment, as stated in the Contract, are of the essence of the Contract. Proposal evaluation will include assessment of Design Builder's capacity to complete each stage ahead of schedule.

2.02 Contract Times: Preliminary Stage

A. Design-Builder shall complete the Work under the Preliminary Stage as indicated below for each project:

1. Old Atlanta Road Safety Improvements (Corridor Safety and Operational Improvement - PERS1): not to exceed 150 calendar days after issuance of Notice to Proceed.

2.03 Contract Times: Completion Stage

A. The Work will be substantially completed as indicated below for each project:

1. Old Atlanta Road Safety Improvements (Corridor Safety and Operational Improvement - PERS1): not to exceed 240 calendar days after Owner approves a binding Completion Stage Price and issues a Notice to Proceed for Completion Stage Work.

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

B. The Work will be completed and ready for final payment within 90 days after Owner issues a Certificate of Substantial Completion.

2.04 Liquidated Damages

A. Construction: Design-Builder and Owner recognize that time is of the essence as stated in Paragraph 2.01 and that Owner will suffer financial and other losses if the Work is not completed within the times specified in Paragraph 2.03, as such may be revised in accordance with the Contract. The parties also recognize the delays, expense, and difficulties involved in proving, in a lawsuit or arbitration proceeding, the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, Owner and Design-Builder agree that as liquidated damages for delay (but not as a penalty):

1. Substantial Completion: Design-Builder shall pay Owner $1,000.00 for each day for each project that expires after the time (as duly adjusted pursuant to the Contract) specified in Paragraph 2.03 for Substantial Completion, until the Work is substantially complete.

2. Completion of Remaining Work: After Substantial Completion, if Design-Builder shall neglect, refuse, or fail to complete the remaining Work within the Contract Time (as duly adjusted pursuant to the Contract) for completion and readiness for final payment, as specified in Paragraph 2.03.C above, then Design-Builder shall pay Owner $500.00 for each day for each project that expires after such until the Work is completed and ready for final payment.

3. Liquidated damages for failing to timely attain Substantial Completion, final completion, and Milestones (if applicable) are not additive, and will not be imposed concurrently.

Liquidated damages for failing to attain Substantial Completion shall take precedence.

ARTICLE 3 – CONTRACT PRICE

3.01 Contract Price Definitions

A. For purposes of this Agreement, the following definitions apply:

1. Contract Price—The money that Owner has agreed to pay Design-Builder for performance and completion of the Work in accordance with the Contract Documents. Contract Price is comprised of the Preliminary Stage Price and the Completion Stage Price, and when applicable the Owner’s Completion Contingency. Contract Price is subject to and governed by any duly established Guaranteed Maximum Price.

2. Preliminary Stage Price—the portion of the Contract Price established in Paragraph 3.02, as Design-Builder’s compensation for the performance of the Preliminary Stage Work.

3. Completion Stage Price—the portion of the Contract Price established in Paragraph 3.03, as Design-Builder’s compensation for the performance of the Completion Stage Work.

4. Owner’s Completion Contingency—When applicable, a contingent amount included in the Contract Price for use by Owner, at its sole discretion, in funding the Completion Stage Price.

3.02 Preliminary Stage

A. For performance of the Preliminary Stage Work in accordance with the Contract Documents, Owner shall pay Design-Builder the Preliminary Stage Price (1) pursuant to the following

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

compensation methods, and (2) in the amounts that follow, subject to adjustment under the Contract, and subject to the applicable terms of Exhibit B:

1. Preliminary Stage Price for Old Atlanta Road Safety Improvements (Corridor Safety and Operational Improvement - PERS1)

Category Compensation Method Amount

Study and Report Phase Stipulated Price $

Preliminary Technical Documents Stipulated Price $

Construction Planning Stipulated Price $

Total: Preliminary Stage Price (PERS1)

B. Monetary amounts stated for portions of the work to be performed on a Stipulated Price basis are fixed and binding.

3.03 Completion Stage

A. As part of Construction Planning under the Preliminary Stage, Design-Builder is required to determine an estimate the cost of completion of the Work for each of the individual four (4) projects, including completion of the design and all Construction labor, administration, equipment, materials, and subcontracts (“Completion Cost Estimate”). Any categories of Construction that are not included in the Construction Cost Estimate, because their price will be determined by competitive bidding as set forth in Exhibit B, should be noted. Design- Builder shall use the Completion Cost Estimate as the basis for developing and submitting to Owner a proposed Completion Stage Price based on:

1. The Cost of the Completion of the Work Plus Design-Builder’s Fee, Subject to a Guaranteed Maximum Price, method of compensation, as set forth in Exhibit B.

B. The proposed Completion Stage Price shall be based on the Contract Times established in this Agreement.

C. The proposed Completion Stage Price submitted by Design-Builder to Owner constitutes an offer that is binding on Design-Builder for 180 days.

D. After receipt of the proposed Completion Stage Price from Design-Builder, Owner shall either

(1) accept the Completion Stage Price, in which case the Completion Stage Price is binding on both Owner and Design-Builder for the performance of the Completion Stage Work; or (2) enter into negotiations with Design-Builder regarding the Completion Stage Price and the corresponding scope of Work and schedule, or (3) reject the Completion Stage Price. If Owner accepts the Completion Stage Price, or an accord is reached through negotiations, the parties shall prepare and enter into a Change Order or special amendment to the Contract, memorializing the acceptance of such Completion Stage Price, as modified by any negotiations, and establishing an adjusted Contract Price or Guaranteed Maximum Price based upon such Completion Stage Price.

If Owner does not accept the proposed Completion Stage Price, and negotiations (if any) are not successful, then the Contract shall terminate for convenience. Under such a termination for convenience,

1. Design-Builder shall be entitled to full payment for all submitted and accepted Preliminary Stage Work;

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

2. Owner shall assume and discharge all remaining payment obligations for any equipment or materials that Design-Builder has ordered or purchased for the Project pursuant to express authorization from Owner, and Design-Builder shall assign to Owner all rights and interests in any such equipment and materials.

3.04 Changes in Contract Price Based on Cost of the Work

A. If the price of Design Professional Services covered by a Change Order or an adjustment in the Contract Price is determined on the basis of Cost of the Work, then for such Design Professional Services (exclusive of reimbursable expenses, if any) the Engineer, Project Design Professional, or other design entity performing the Design Professional Services (regardless of tier) may invoice no more than the direct labor cost of each employee providing services multiplied by a factor of 2.1 which covers labor costs, overhead, and profit.

B. If the value of Work covered by a Change Order or an adjustment in the Contract Price is determined on the basis of Cost of the Work, and involves Work performed under Construction Subcontracts or Design Agreements, the allowable mark-ups on lower tier invoices shall be limited as stated in Paragraph 11.05.D.2.c and d of the General Conditions.

ARTICLE 4 – PAYMENT PROCEDURES

4.01 Submittal and Processing of Payments

A. Design-Builder shall submit Applications for Payment for processing by Owner in accordance with Article 14 of the General Conditions.

4.02 Progress Payments; Retainage

A. During the Preliminary Stage the Owner shall make payment within 30 days of the approval of Design-Builder’s invoice for Preliminary Stage services. Owner shall not withhold any portion of such payment as retainage.

B. During the Completion Stage the Owner shall make progress payments on account of the Completion Stage Price on the basis of Design-Builder’s Applications for Payment on or about the 10th day of each month during construction as provided in Paragraphs 4.02.B.1 and 4.02.B.2 below, provided that such Applications for Payment have been submitted in a timely manner and otherwise meet the requirements of the Contract. All such payments will be measured by the Schedule of Values established as provided in the General Conditions (and in the case of Unit Price Work based on the number of units completed) or, in the event there is no Schedule of Values, as provided elsewhere in the Contract.

1. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below but, in each case, less the aggregate of payments previously made and less such amounts as Owner may withhold, including but not limited to liquidated damages, in accordance with the Contract:

a. 95 percent of the Cost of Work completed (or in the case of a Stipulated Price contract, such percentage of the value of Work completed), with the balance being retainage, in accordance with O.C.G.A. § 13-10-80.

b. 95 percent of cost of materials and equipment not incorporated in the Work (with the balance being retainage).

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

2. Upon Substantial Completion, Owner shall pay an amount sufficient to increase total payments to Design-Builder to 100 percent of the Work completed, less such amounts set off by Owner pursuant to Paragraph 14.01.G of the General Conditions, and less 200 percent of Owner’s estimate of the value of Work to be completed or corrected as shown on the punch list of items to be completed or corrected prior to final payment.

3. Notwithstanding the provisions above, no retainage shall be withheld with respect to the portion of an Application for Payment pertaining to engineering, design, and other professional services.

C. For Design-Builder’s fee: In the case of a Cost of the Work contract, progress payments on account of the Design-Builder’s fee will be made as follows:

1. If Design-Builder’s fee is a fixed fee, payments prior to Substantial Completion will be in an amount equal to 95 percent of such fee earned to the date of the approved Application for Payment (less in each case payments previously made on account of such fee) based on the progress of the Work measured by the Schedule of Values established as provided in the General Conditions (and in the case of Unit Price Work on the number of units completed), and upon Substantial Completion in an amount sufficient to increase total payments to Design-Builder on account of his fee to 95 percent of Design-Builder’s fee. In the event there is no Schedule of Values the progress of the Work will be measured as provided elsewhere in the Contract.

2. If Design-Builder’s fee is a percentage fee, payments prior to Substantial Completion will be in an amount equal to 95 percent of such fee (less in each case payments previously made on account of such fee) based on the Cost of the Work completed, and upon Substantial Completion in an amount sufficient to increase total payments to Design- Builder on account of that fee to 95 percent of Design-Builder’s fee.

D. Notwithstanding any provision above, no retainage shall be withheld with respect to the portion of a payment application pertaining to engineering, design, and other professional services.

4.03 Final Payment

A. Upon final completion and acceptance of the Work in accordance with Paragraph 14.06 of the General Conditions, Owner shall pay the final amount due.

ARTICLE 5 – NOT USED

ARTICLE 6 – INSURANCE AND BONDS

6.01 Insurance

A. Design-Builder and Owner shall obtain and maintain insurance as required by the General Conditions and Supplementary Conditions.

6.02 Performance, Payment, and Other Bonds

A. As part of the Work under the Completion Stage, the Design-Builder shall furnish a performance bond and a payment bond, each in an amount equal to the Completion Stage Price as duly established and modified under this Contract, as security for the faithful performance and payment of Design-Builder’s obligations under the Completion Stage.

These bonds shall be in the form prescribed by the Contract and governed by the provisions

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

of Paragraph 6.01 of the General Conditions. Design-Builder shall also furnish such other bonds as are required by other specific provisions of the Contract.

ARTICLE 7 – DESIGN-BUILDER’S REPRESENTATIONS

7.01 Representations

A. Design-Builder makes the following representations for Owner’s reliance:

1. Design-Builder has examined and carefully studied the Contract Documents, and any data and reference items identified in the Contract Documents.

2. Design-Builder has visited the Site, conducted a thorough, alert visual examination of the Site and adjacent areas, and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work.

3. Design-Builder is familiar with and is satisfied as to all Laws and Regulations that may affect cost, progress, and performance of the Work.

4. Design-Builder has considered the information known to Design-Builder itself, and to Construction Subcontractors and Project Design Professionals that Design-Builder has selected as of the Effective Date; information commonly known to design professionals, design-builders, and contractors doing business in the locality of the Site; information and observations obtained from visits to the Site; the Contract Documents; and the Site-related reports and drawings (if any) identified in the Contract Documents or otherwise made available to Design-Builder, with respect to the effect of such information, observations, and documents on (1) the cost, progress, and performance of the Work; (2) the means, methods, techniques, sequences, and procedures of construction to be employed by Design-Builder; and (3) Design- Builder’s safety precautions and programs.

5. Based on the information and observations referred to in the preceding paragraph, Design-Builder agrees that no further examinations, investigations, explorations, tests, studies, or data are necessary prior to entry into the Contract at the Contract Price, subject to the Contract Times.

6. Design-Builder is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents.

7. Design-Builder fully understands Contract Documents and agrees that there they do not contain any conflicts, errors, ambiguities, or discrepancies.

8. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work.

9. Design-Builder’s entry into this Contract constitutes an incontrovertible representation by Design-Builder that without exception all prices in the Agreement are premised upon performing and furnishing the Work required by the Contract Documents.

ARTICLE 8 – ACCOUNTING RECORDS

8.01 Maintaining and Preserving Cost Records

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

A. Design-Builder shall keep such full and detailed accounts of materials incorporated and labor, services, and equipment utilized for the Work as may be necessary for proper financial management under this Agreement. Subject to prior written notice, Owner shall be afforded reasonable access during normal business hours to all Design-Builder’s records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda, and similar data relating to cost-based or time-based compensation or reimbursement of any type or description, including but not limited to direct labor hours, standard rate hours, reimbursable expenses, change order pricing, and the Cost of the Work (if applicable). Design-Builder shall preserve all such documents for a period of three years after the final payment by Owner.

ARTICLE 9 – CONTRACT DOCUMENTS

9.01 Contents

A. The Contract Documents consist of the following:

1. This Agreement

2. Proposal Form and Proposal Price Form

3. Payment Bond

4. Performance Bond

5. General Conditions

6. Supplementary Conditions

7. Summary of Work - SPLOST IX Transportation Bundle 5

8. Concept Layouts (1)

9. Minimum Required Property, Topographic, and Utility Survey Scope of Work

10. Concept Layouts with Survey Limits

11. Forsyth County Board of Commissioners Design Build Resolution

12. Addenda (numbers X to X).

13. The following which may be delivered or issued on or after the Effective Date of the Contract and are not attached hereto:

a. Work Change Directives

b. Contract Amendments and Change Orders

c. Record Drawings and Record Specifications

14. Exhibits to this Agreement (enumerated as follows):

a. Exhibit A- Preliminary Stage Work

b. Exhibit B – Preliminary Stage — Stipulated Price

c. Exhibit C - Completion Stage — Cost of Completion of the Work Plus a Fee, Subject to a Guaranteed Price

d. Exhibit D- Contractor Affidavit

e. Exhibit E- Subcontractor Affidavit

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

B. The documents listed in Paragraph 9.01.A are attached to this Agreement (except as expressly noted otherwise above).

C. There are no Contract Documents other than those listed above in this Article 9.

D. The Contract Documents may only be amended, modified, or supplemented as provided in the General Conditions.

ARTICLE 10 – MISCELLANEOUS

10.01 Terms

A. Terms used in this Agreement will have the meanings stated in the General Conditions and Supplementary Conditions.

10.02 Assignment of Contract

A. Unless expressly agreed to elsewhere in the Contract, no assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, money that may become due and money that is due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract.

10.03 Successors and Assigns

A. Owner and Design-Builder each binds itself, its successors, assigns, and legal representatives to the other party hereto, its successors, permitted assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract.

10.04 Severability

A. Any provision or part of the Contract held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Design-Builder, who agree that the Contract shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

10.05 Design-Builder’s Certifications

A. Design-Builder certifies that it has not engaged in corrupt, fraudulent, collusive or coercive practices in competing for or in executing the Contract. For the purposes of this Paragraph 15.05:

1. “corrupt practice” means the offering, giving, receiving or soliciting of anything of value to influence the action of a public official in the bidding process or in the Contract execution;

2. “fraudulent practice” means an intentional misrepresentation of facts made (a) to influence the bidding process or the execution of the Contract to the detriment of Owner,

(b) to establish Bid prices at artificial non-competitive levels, or (c) to deprive Owner of the benefits of free and open competition;

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

3. “collusive practice” means a scheme or arrangement between two or more Bidders, with or without the knowledge of Owner, a purpose of which is to establish Bid prices at artificial, non-competitive levels; and

4. “coercive practice” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Contract.

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

IN WITNESS WHEREOF, Owner and Design-Builder have signed this Agreement.

This Agreement will be effective on [ ] (which is the Effective Date of the Contract).

OWNER: DESIGN-BUILDER:

By: Alfred John By:

Title: Chairman, Board of Commissioners Title:

[If Design-Builder is a corporation, partnership, LLC, or a joint venture, attach evidence of authority to sign. In the case of a joint venture, expand the signature section to accommodate execution of the Agreement by an authorized representative of each joint venturer.]

Attest: Attest:

Title: County Clerk Title:

Address for giving notices: Address for giving notices:

2435 Freedom Parkway

Cumming, Georgia 30041

License No.:

(where applicable)

[State a license number in those states or other jurisdictions where applicable or required.]

EXHIBIT A – Preliminary Stage Work.

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

This is EXHIBIT A, referred to in and part of the Agreement between Owner and Design-Builder for Progressive Design-Build.

EXHIBIT A – PRELIMINARY STAGE WORK

ARTICLE 1 –BASIC SERVICES: Preliminary Stage

A1.01 Study and Report Phase

A. In the Study and Report Phase of the Preliminary Stage, the Design-Builder shall:

1. Review the Conceptual Documents and other information furnished by Owner.

2. Consult with Owner as needed to define and clarify Owner’s requirements for the Project, as set forth in the Conceptual Documents or otherwise, including design objectives and constraints; space, capacity and performance requirements; flexibility and expandability needs; quality standards; and Owner’s budgetary limitations.

3. Identify available data, information, reports, facilities plans, and site evaluations; obtain such items from Owner or others; and review them.

4. If Owner has already identified one or more potential solutions to meet its Project requirements, in the Conceptual Documents or otherwise, then proceed with the study and evaluation of such potential solution(s).

5. If Owner has not identified one or more potential solutions for study and evaluation, or if the Owner’s proposed solutions are not feasible, then identify one or more potential solutions to meet Owner’s Project requirements, and study and evaluate such potential solution(s).

6. Identify and analyze relevant requirements of governmental authorities having jurisdiction over the Project; consult with such governmental authorities as necessary.

7. Visit the Site(s) to review existing conditions and facilities.

8. Review any environmental assessments and impact statements that may be furnished by Owner, and analyze the effect of any such environmental documents (including any mitigation measures identified in the documents) on the Project, including the contemplated design and construction.

9. Verify the accuracy of drawings or other information furnished by Owner.

10. Recommend to Owner those solutions which in Design-Builder’s judgment meet Owner’s requirements for the Project.

11. Develop a critical path schedule for the associated Completion Stage in accordance with the stipulated Contract Times and define specific work packages that will be required.

12. Identify long lead time equipment items necessary to meet the stipulated Contract Times.

13. Prepare a report (the “Report”) which will, as appropriate, contain schematic layouts, sketches and conceptual design criteria, and appropriate exhibits; and indicate the applicable requirements, considerations involved, and Design-Builder’s recommended solutions. This Report will be accompanied by Design-Builder’s estimate of Design-Build Cost for each recommended solution. This Report shall include descriptions of any

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

deviations from the Contract Documents, particularly the Conceptual Documents and excerpts from Design-Builder’s Proposal.

14. In the Report, advise Owner of any limitations on the use or applicability of the Report.

15. If requested to do so by Owner, assist Owner in identifying opportunities for enhancing the sustainability of the Project.

16. Use ASCE 38, “Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data” as a means to develop a scope of work and procedure for the identification and mapping of existing utilities, consistent with the provisions of Paragraph 5.05 of the General Conditions regarding Underground Facilities.

17. Review the scope of work provided by the Owner and survey limits for any topographic and other surveys necessary for design.

18. Develop a scope of work for geotechnical investigations necessary for design.

19. If Owner and Design-Builder have not already stipulated that certain Work will be performed by Construction Subcontractors selected on a competitive-bid basis (or by Design-Builder if it bids on such work and is the successful bidder), identify Construction Subcontract bid packages that in Design-Builder’s judgment should be let by competitive bidding.

20. Furnish a digital PDF and 3 hard copies of the Report (and any other deliverables) to Owner pursuant to the Preliminary Stage Schedule and review it with Owner.

21. Revise the Report (and any other deliverables) in response to Owner’s comments, as appropriate, and furnish a digital PDF and 3 hard copies of the revised Report (and any other deliverables) to the Owner pursuant to the Preliminary Stage Schedule.

B. Design-Builder’s Work under the Study and Report Phase of the Preliminary Stage will be considered complete on the date when Owner has accepted the copies of the revised Report (and any other deliverables) submitted by the Design Builder.

A1.02 Preliminary Technical Documents

A. After acceptance by Owner of the Report, selection by Owner of a recommended solution and indication of any specific modifications or changes in the scope, extent, character or design requirements of the Project desired by Owner, and upon written authorization from Owner, Design-Builder shall:

1. Conduct necessary field boundary, topographic, and utility surveys for the purpose of preparing Preliminary Technical Documents and confirming information provided by Owner. Comply with the scope of work and procedure for the identification and surveying existing utilities selected during the Study and Report phase based on ASCE 38, “Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data,” consistent with the provisions of Paragraph 5.05 of the General Conditions.

2. Conduct geotechnical evaluation and studies if required.

3. Visit the Site as needed to prepare the Preliminary Technical Documents.

4. Make measured drawings and conduct additional investigation of the Site.

5. Prepare applications and supporting documents in connection with the Project; prepare environmental assessments and impact statements; evaluate the effects on the design

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

requirements for the Project of any such statements and documents; and obtaining all approvals/permit from authorities having jurisdiction over the anticipated environmental impact of the Project.

6. Prepare or furnish Preliminary Technical Documents (including but not limited to final design criteria, preliminary drawings, specifications, and written descriptions of the Project) that show or describe the character, scope, and intent of, the Construction to be performed or furnished by Design-Builder in the Completion Stage. The Preliminary Technical Documents shall be based on and consistent with the Report unless approved on writing by Owner. The Preliminary Technical Documents will be taken to a point of 60 percent of the final design.

7. Provide in writing to Owner for approval, descriptions of any deviations in the Preliminary Technical Documents from the Contract Documents, particularly the Conceptual Documents,Design-Builder’s proposal, or the Report.

8. Furnish to Owner 3 final copies and a digital PDF of the Preliminary Technical Documents according to the Preliminary Stage Schedule and review them with Owner.

9. Revise the Preliminary Technical Documents in response to Owner’s comments, as appropriate, and furnish a digital PDF and 3 copies of the revised Preliminary Technical Documents to the Owner pursuant to the Preliminary Stage Schedule.

B. Design-Builder’s Work under the Preliminary Technical Documents Phase of the Preliminary Stage will be considered complete on the date when Owner has accepted final copies of the Preliminary Technical Documents submitted by Design Builder.

A1.03 Construction Planning

A. Planning Tasks: Concurrent with Design-Builder’s development of the Preliminary Technical Documents, Design-Builder shall begin to plan and organize anticipated construction activities. Tasks shall include (but are not limited to) the following:

1. Identification of potential Construction Subcontractors and Suppliers.

2. Constructability reviews, with ongoing feedback to the design professionals.

3. Development and refinement of the construction schedule, with the addition of greater scheduling detail as the design and construction planning progresses.

4. Identification of potential for phased or fast-track construction and multiple work packages.

5. Consideration of off-site fabrication options.

6. Identification of the need for or advantage in making long lead-time equipment and materials purchases.

7. Development of Subcontract bid packages that will be let by competitive bidding.

B. Development of Completion Cost Estimate: Throughout the Preliminary Stage, Design-Builder shall develop and refine the Completion Cost Estimate, based on Site information, square-foot or similar estimated costs, the draft design, budget considerations, construction planning, projected schedule, quantity estimates, unit prices, cost of materials and labor, anticipated allowances, permits and taxes, storage and transportation costs, insurance costs, information from prospective Subcontractors and Suppliers, construction-phase engineering

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

services, standard contingencies, administrative costs, Contract terms and conditions, and other relevant factors. Design-Builder shall conduct the development and refinement of the Completion Cost Estimate using a transparent “open book” process using the GDOT item unit price format. Under the open book process:

1. Owner and Design-Builder shall meet as needed to review the status of the draft Completion Cost Estimate, including detailed line item components and supporting data and information.

2. Owner may at any time during the Preliminary Stage indicate to Design-Builder ways in which the draft Completion Cost Estimate might be improved, including opportunities for Owner to furnish materials or equipment, access to improved information regarding the Site or local conditions, changes in scope or schedule, and enhancing competition.

C. Final Completion Cost Estimate: After delivering the final Preliminary Technical Documents, as duly reviewed and revised, to Owner, as required in Paragraph A1.02 above, Design-Builder shall prepare a final Completion Cost Estimate, based on such final Preliminary Technical Documents and all other relevant factors relevant to cost.

D. Completion Price: Pursuant to the Preliminary Stage Schedule, Design-Builder shall submit to Owner proposed Completion Price(s) as set forth in Paragraph 3.03 of this Agreement. The proposed Completion Price(s) shall indicate the Contract Times applicable to each specific Contract Price.

A1.04 Initial Equipment and Materials Procurement

A. As Design-Builder develops the Preliminary Technical Documents, it shall:

1. Identify equipment to be installed during construction that (a) requires early procurement to allow sufficient time for manufacture or customization, and delivery to the Site, or (b) will not be readily available, or will be inordinately expensive if not procured well in advance of construction.

2. Identify materials needed for construction that (a) should be procured and stockpiled to avoid potential shortages, (b) are currently priced advantageously and should be procured or ordered to avoid possible price fluctuations, (c) require early procurement to give sufficient time for shipment and delivery.

B. In the case of any such item, Design-Builder shall propose to Owner early procurement, prior to completion of the Preliminary Technical Documents. Owner shall at its option (1) procure the item itself, and make the item available to Design-Builder during construction, (2) authorize Design-Builder to purchase the item, for mutually agreed compensation or reimbursement based on cost and standard mark-ups, or (3) inform Design-Builder that the item is not to be procured until a later point, with acknowledged acceptance by Owner of the risk of adverse price or schedule impacts.

EXHIBIT B-1: Preliminary Stage—Stipulated Price.

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

This is EXHIBIT B referred to in and part of the Agreement between Owner and Design-Builder for Progressive Design- Build.

B-1: PRELIMINARY STAGE—STIPULATED PRICE

Article 3 of the Agreement is supplemented as follows:

B3.01 Preliminary Stage Work Subject to Stipulated Price Compensation

A. For each phase of Work under the Preliminary Stage that is subject to Stipulated Price compensation under Paragraph 3.02 of the Agreement, Owner shall pay Design-Builder for performance of such Work the Stipulated Price indicated in that paragraph.

B. The Stipulated Price includes compensation for the subject Work and the services, labor, and materials furnished by Design-Builder’s Project Design Professionals and Construction Subcontractors, if any. Appropriate factors have been incorporated into the Stipulated Price to account for labor, overhead, profit, and expenses.

C. The portion of the Stipulated Price billed will be based upon Design-Builder’s estimate of the proportion of the total Work actually completed during the billing period to the Stipulated Price for the phase.

EXHIBIT C-1: Completion Stage—Cost of Completion of the Work Plus a Fee, Subject to a Guaranteed Maximum Price.

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

This is EXHIBIT C referred to in and part of the Agreement between Owner and Design-Builder for Progressive Design-Build.

C-1: COMPLETION STAGE—COST OF COMPLETION OF THE WORK PLUS A FEE, SUBJECT TO A

GUARANTEED MAXIMUM PRICE

ARTICLE 1 – COMPLETION STAGE PRICE

1.01 Owner shall pay Design-Builder as the Completion Stage Price for performance of the Completion Stage Work in accordance with the Contract Documents an amount equal to the sum of the amounts determined for (a) Cost of the Completion of the Work and (b) Design-Builder’s Fee;

subject to (c) the Guaranteed Maximum Price.

ARTICLE 2 – COST OF COMPLETION OF THE WORK

2.01 Cost of Completion of the Work shall be determined as follows:

A. Purpose for Determination of Cost of Completion of the Work: The term Cost of Completion of the Work means the sum of all costs necessary for the proper performance of completion of the Work at issue, as further defined below. The provisions of this Paragraph C-1: 2.01 are used to determine Cost of Completion of the Work when such is a component of the Contract Price.

B. Costs Included: Cost of Completion of the Work shall not include any of the costs itemized in Paragraph C-1: 2.01.C, and shall include only the following items of Completion Stage Work:

1. Payroll costs for employees in the direct employ of Design-Builder in the performance of such Work under schedules of job classifications agreed upon by Owner and Design- Builder.

a. Such employees shall include without limitation superintendents, foremen, and other personnel employed full-time at the Site. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages (including overtime wages) plus the cost of fringe benefits which shall include social security contributions, unemployment, excise and payroll taxes, workers’ compensation, health and retirement benefits, bonuses, sick leave, vacation, and holiday pay applicable thereto. The expenses of performing Work outside the hours or days permitted by this Contract shall be included in the above to the extent such performance of Work is authorized by Owner.

b. Such employees shall also include engineers, engineering technicians, architects, and others providing Design Professional Services as employees of Design-Builder. For purposes of this Paragraph C-1: 2.01.A.1, Design-Builder shall be entitled to payment for such employees an amount equal to salary costs times a factor agreed to in the Guaranteed Maximum Price for services in the performance of the subject Work.

2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage of the materials and equipment, and Suppliers’ field services required in connection with the materials and equipment. All cash discounts shall

EXHIBIT C-1: Completion Stage—Cost of Completion of the Work Plus a Fee, Subject to a Guaranteed Maximum Price.

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

accrue to Design-Builder unless Owner deposits funds with Design-Builder with which to make payments, in which case the cash discounts shall accrue to Owner. All trade discounts, rebates, and refunds and returns from sale of surplus materials and equipment shall accrue to Owner, and Design-Builder shall make provisions so that they may be obtained.

3. Cost of permits obtained by Design-Builder.

4. Payments made by Design-Builder to Construction Subcontractors for Work performed or furnished by such Construction Subcontractors. If any subcontract provides that the Construction Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Construction Subcontractor’s Cost of the Work and fee shall be determined in the same manner as Design-Builder’s Cost of the Work and fee.

5. Payments made by Design-Builder for Design Professional Services provided or furnished under a Design Agreement.

6. Costs of special consultants (including Project Design Professionals), including but not limited to testing laboratories, attorneys, and accountants, retained for services specifically related to the Work.

7. Supplemental costs including the following items:

a. The proportion of necessary transportation, travel, and subsistence expenses of Design-Builder’s employees incurred in discharge of duties connected with the Work.

b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office and temporary facilities at the Site and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost, less market value, of such items used but not consumed which remain the property of Design-Builder.

c. Rentals of all construction or engineering equipment and machinery and the parts thereof whether rented from Design-Builder or others in accordance with rental agreements approved by Owner, and the costs of transportation, loading, unloading, installation, dismantling and removal thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equipment, machinery or parts shall cease when the use thereof is no longer necessary for the Work.

d. Sales, consumer, use, and other similar taxes related to the Work, and for which Design-Builder is liable, imposed by Laws or Regulations.

e. Deposits lost for causes other than negligence of Design-Builder, any Construction Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses.

f. Losses, damages, and related expenses caused by damage to the Work not compensated by insurance or otherwise, sustained by Design-Builder in connection with the furnishing and performance of the Work provided they have resulted from causes other than the negligence of Design-Builder and its employees; Design Builder’s Subcontractor and its employees; or anyone or anything, directly or

EXHIBIT C-1: Completion Stage—Cost of Completion of the Work Plus a Fee, Subject to a Guaranteed Maximum Price.

Copyright © 2016 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

indirectly employed by Design Builder or its Subcontractor. Such losses shall include settlements made with the written consent and approval of Owner. No such losses, damages, and expenses shall be included in the Cost of the Work for the purpose of determining Design-Builder’s fee.

g. The cost of utilities, fuel, and sanitary facilities at the Site.

h. Minor expenses such as long distance telephone calls, telephone service at the Site, express and courier services, and similar petty cash items in connection with the Work.

i. Cost of premiums for all Bonds and insurance Design-Builder is required by the Contract Documents to purchase and maintain.

C. Costs Excluded: The term Cost of the Completion of the Work shall not include any of the following items:

1. Payroll costs and other compensation of Design-Builder’s officers, executives, principals (of partnerships and sole proprietorships), general managers, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Design-Builder whether at the Site or in Design- Builder’s principal or a branch office for general administration of the Work and not specifically included in the agreed-upon schedule of job classifications referred to in Paragraph C-1: 2.01.B.1, all of which are to be considered administrative costs covered by the Design-Builder’s fee.

2. Expenses of Design-Builder’s principal and branch offices other than Design-Builder’s office at the Site.

3. Any part of Design-Builder’s capital expenses, including interest on Design-Builder’s capital employed for the Work and charges against Design-Builder for delinquent payments.

4. Costs due to the negligence of Design-Builder, any Construction Subcontractor, Engineer or other Project Design Professionals, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property.

5. Other overhead or general expense costs of any kind, and the costs of any item not specifically and expressly included in Paragraph C-1: 2.01.B.

D. Documentation: Whenever the cost of any Work is to be determined pursuant to Paragraph C-1: 2.01.B and C-1: 2.01.C, Design-Builder will…