ATTACHMENT J.pdf

AIA

Document A141TM – 2014

Standard Form of Agreement Between Owner and Design-Builder

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA®

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 12:51:27 on 09/28/2017 under Order No.2694511279 which expires on 08/17/2018, and is not for resale.

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AGREEMENT made as of the Date of full execution by the Owner

BETWEEN the Owner:

Beaverton School District #48J

16550 SW Merlo Road

Beaverton, OR 97003 and the Design-Builder:

(Name, legal status, address and other information) for the following Project:

(Name, location and detailed description)

The Owner and Design-Builder agree as follows.

ATTACHMENT J

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA®

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 12:51:27 on 09/28/2017 under Order No.2694511279 which expires on 08/17/2018, and is not for resale.

User Notes: (1111962453)

TABLE OF ARTICLES

1 GENERAL PROVISIONS

2 COMPENSATION AND PROGRESS PAYMENTS

3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT

4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT

5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT

6 CHANGES IN THE WORK

7 OWNER’S RESPONSIBILITIES

8 TIME

9 PAYMENT APPLICATIONS AND PROJECT COMPLETION

10 PROTECTION OF PERSONS AND PROPERTY

11 UNCOVERING AND CORRECTION OF WORK

12 COPYRIGHTS AND LICENSES

13 TERMINATION OR SUSPENSION

14 CLAIMS AND DISPUTE RESOLUTION

15 MISCELLANEOUS PROVISIONS

16 SCOPE OF THE AGREEMENT

TABLE OF EXHIBITS

A DESIGN-BUILD AMENDMENT

B INSURANCE AND BONDS

C SUBMITTAL REQUIREMENTS & MILESTONES

D COSTS FOR GENERAL CONDITIONS WORK

ARTICLE 1 GENERAL PROVISIONS

§ 1.1 Owner’s Criteria This Agreement is based on the Owner’s Criteria set forth in this Article 1, and the documents listed in Exhibit C

“Design-Build Documents in Order of Precedence”. Notwithstanding the foregoing, any proposals attached to this

Agreement are incorporated solely for: (i) any statement of fees and schedule that is consistent with the terms of

Article 2 of this Agreement and (ii) any statement of scope of services that is consistent with the remainder of this

Agreement, or that provides basic services in addition to those stated in this Agreement. No other provisions of any proposal are part of this Agreement, including without limitation any purported limitation on liability. To the extent that a proposal term otherwise conflicts with the other terms of this Agreement, such proposed conflicting terms are void and are expressly and wholly subject to the terms of this Agreement. In the event of overlap or inconsistency between the provisions of such proposals and the other terms of this Agreement, the provision that provides a better quality or quantity of service to Owner shall control. In addition, the State of Oregon Model Rules related to Public

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA®

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 12:51:27 on 09/28/2017 under Order No.2694511279 which expires on 08/17/2018, and is not

Contracts for Construction Services (OAR 137-049) apply to this Contract, and if anything in the Design-Build

Documents is inconsistent with the Model Rules, the Model Rules shall govern.

§ 1.1.10 The Design-Builder shall confirm that the information included in the Owner’s Criteria complies with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities.

§ 1.1.10.1 If the Owner’s Criteria conflicts with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner of the conflict.

§ 1.1.11 If there is a change in the Owner’s Criteria, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6.

§ 1.1.12 If the Owner and Design-Builder intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions.

§ 1.2 Project Team § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.1: [ ]

§ 1.2.3 The Owner may retain consultants and separate contractors.

§ 1.2.4 The Design-Builder identifies the following representative in accordance with Section 3.1.2:

Design-Builder’s Representative: Name: [ ]

Project Manager: Name: [ ]

Project Superintendent: Name: [ ]

§ 1.3 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Section 14.3, the method of binding dispute resolution shall be the following:

Arbitration pursuant to Section 14.4

§ 1.4 Definitions § 1.4.1 Design-Build Documents. The Design-Build Documents consist of this Agreement between Owner and

Design-Builder and its attached Exhibits (hereinafter, the “Agreement”); other documents listed in this Agreement;

and Modifications issued after execution of this Agreement. A Modification is (1) a written amendment to the

Contract signed by both parties, including the Design-Build Amendment, (2) a Change Order, signed by both parties, (3) a Change Directive (on BSD form CCD), or (4) a written order for a minor change in the Work issued by the Owner.

§ 1.4.2 The Contract. The Design-Build Documents form the Contract. The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Design-Build Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the

Owner and the Design-Builder.

§ 1.4.3 The Work. The term “Work” means the design, construction and related services required to fulfill the

Design-Builder’s obligations under the Design-Build Documents, whether completed or partially completed, and includes all labor, materials, equipment and services provided or to be provided by the Design-Builder. The Work includes all work performed by Design-Builder and its subconsultants and subcontractors at any tier on the Project prior to the date of this Contract, if any. The Work may constitute the whole or a part of the Project.

§ 1.4.4 The Project. The Project is the total design and construction of which the Work performed under the Design-

Build Documents may be the whole or a part, and may include design and construction by the Owner and by separate contractors.

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§ 1.4.5 Instruments of Service. Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Design-Builder, Contractor(s), Architect, and Consultant(s) under their respective agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, digital models, and other similar materials.

§ 1.4.6 Submittal. A Submittal is any submission to the Owner for review and approval demonstrating how the

Design-Builder proposes to conform to the Design-Build Documents for those portions of the Work for which the

Design-Build Documents require Submittals. Submittals include, but are not limited to, shop drawings, product data, and samples. Submittals are not Design-Build Documents unless incorporated into a Modification.

§ 1.4.7 Owner. The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term “Owner” means the Owner or the Owner’s authorized representative.

§ 1.4.8 Design-Builder. The Design-Builder is the person or entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term “Design-Builder” means the Design-

Builder or the Design-Builder’s authorized representative.

§ 1.4.9 Consultant. A Consultant is a person or entity providing professional services for the Design-Builder for all or a portion of the Work, and is referred to throughout the Design-Build Documents as if singular in number. To the extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to provide the required professional services.

§ 1.4.10 Architect. The Architect is a person or entity providing design services for the Design-Builder for all or a portion of the Work, and is lawfully licensed to practice architecture in the applicable jurisdiction. The Architect is referred to throughout the Design-Build Documents as if singular in number.

§ 1.4.11 Contractor. A Contractor is a person or entity performing all or a portion of the construction, required in connection with the Work, for the Design-Builder. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor is referred to throughout the Design-Build Documents as if singular in number and means a Contractor or an authorized representative of the Contractor.

§ 1.4.12 Confidential Information. Confidential Information is information containing confidential or business proprietary information that is clearly marked as “confidential.”

§ 1.4.13 Contract Time. Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, as set forth in the Design-Build Amendment for Substantial Completion and Final Completion of the

Work.

§ 1.4.14 Day. The term “day” as used in the Design-Build Documents shall mean calendar day unless otherwise specifically defined.

§ 1.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder for performance of the

Work after execution of the Design-Build Amendment, as identified in Article A.1 of the Design-Build Amendment.

§ 1.5 Correlation and Intent Of The Design-Build Documents § 1.5.1 The intent of the Design-Build Documents is to include all items necessary for the proper execution and completion of the Work by the Design-Builder. The Design-Build Documents are complementary, and what is required by one shall be as binding as if required by all. The Work shall include all items set forth in, required by or reasonably inferable from Design-Build Documents in order to fully complete the Project and as reasonably inferable from the Design-Build Documents as being necessary to produce the indicated results, including, unless specifically excluded, all design services, demolition and construction services, construction supervision, administration, coordination, acquisition of permits and approvals, tests, inspections, clean up, repairs, and other items that are necessary and appropriate to complete construction of the Work together with the additional collateral and incidental work and services required for completion of the Work as set forth in the Design-Build Documents. Design-Builder is responsible for performing and completing the Work in a manner that provides a complete and functional Project for

Owner, and the Work includes all materials and labor required for provision of such a Project.

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§ 1.5.2 Conflicts or discrepancies among Design-Build Documents shall be resolved in the following order of priority:

(1) Change Orders, with Change Orders of a later date taking precedence over those of earlier date; (2) Amendment and revisions of later date take precedence over those of an earlier date; (3) Supplementary General Conditions or Special

Conditions; (4) The Agreement; (5) Specifications; and (6) Drawings.

§ 1.6 Contract Time. The Contract Time shall be defined as the time from Notice To Proceed by the Owner to the

Date of Final Acceptance of the Project. The Owner’s anticipated dates for commencement of construction and

Substantial Completion of the Work are set forth below:

.1 Completion of Construction Documents Date shall be: [ ]

.2 Commencement of construction date shall be: [ ]

.3 Substantial Completion date shall be: [ ]

.4 Project Final Completion Date shall be: [ ]

§ 1.7 Business Equity.

§ 1.7.1 Pursuant to ORS 279A.100 to ORS 279A.110, the Design-Builder shall not discriminate against minority, women, or emerging small business enterprises in the awarding of subcontracts. Design-Builder covenants and agrees not to discriminate against any qualified employee or qualified applicant for employment because of race, creed, color, sex or national origin, and that similar provisions shall also be included by said party in any subcontract.

§ 1.7.2 The Design-Builder understands that the Owner maintains a goal of engaging minority, women, emerging, service-disabled veteran and socially or economically disadvantaged businesses (MWSDVE) as service providers in delivering services necessary to implement our bond program. The District aspires to a goal of ten (10) percent

MWSDVE content, by contract value, in completing our capital bond work, and the Design-Builder shall expend reasonable efforts to reach this content in the total value of their contracts with the District.

§ 1.7.3 The Design-Builder shall also report to the District updates of the percentage content of MWSDVE in their contract, once each month, to account for any contract amendments that may occur throughout the course of their service.

ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS

§ 2.1 Compensation for Work Performed Prior To Execution of Design-Build Amendment § 2.1.1. For the Design-Builder’s performance of Work prior to the execution of the Design-Build Amendment, the

Owner shall compensate the Design-Builder as follows:

(Insert amount of, or basis for, compensation, including compensation for any Sustainability Services, or indicate the exhibit in which the information is provided. If there will be a limit on the total amount of compensation for

Work performed prior to the execution of the Design-Build Amendment, state the amount of the limit.)-

« » on a Time and Materials Not-to Exceed basis.

§ 2.1.2 The hourly billing rates for services of the Design-Builder and the Design-Builder’s Architect, Consultants and Contractors, if any, are set forth below.

(If applicable, attach an exhibit of hourly billing rates or insert them below.)

Individual or Position Rate

§ 2.1.3 Compensation for Reimbursable Expenses Prior To Execution of Design-Build Amendment § 2.1.3.1 Reimbursable Expenses are in addition to compensation set forth in Section 2.1.1 and 2.1.2 and include expenses, directly related to the Project, incurred by the Design-Builder and the Design-Builder’s Architect, Consultants, and Contractors, consistent with the Owner’s current reimbursement policy, as follows:

.1 Transportation and authorized out-of-town travel and subsistence, if approved in advance by Owner;

.2 Dedicated data and communication services, teleconferences, Project web sites, and extranets;

.3 Fees paid for securing approval of authorities having jurisdiction over the Project;

.4 Printing, reproductions, plots, standard form documents;

.5 Postage, handling and delivery;

.6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner;

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.7 Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the Owner;

.8 All taxes levied on professional services and on reimbursable expenses; and

.9 Other similar Project-related expenditures, if authorized in advance by the Owner.

§ 2.1.3.2 For Reimbursable Expenses, the compensation shall be the expenses the Design-Builder and the Design-

Builder’s Architect, Consultants and Contractors incurred without mark-up.

§ 2.1.3.3 Costs may not be incurred for Reimbursable Expenses in excess of $[ ] without prior written approval of the Owner, which may be given or withheld in Owner’s discretion. To the extent any exhibit or other provision of this Agreement identifies an expense as included in the Design-Builder’s fee, it shall not be subject to reimbursement as a Reimbursable Expense.

§ 2.1.4 Payments to the Design-Builder Prior To Execution of Design-Build Amendment § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder’s invoice in accordance with ORS

279C.570, and amounts unpaid when required under that stature shall bear interest at the rate therein.

§ 2.1.4.2 Records of Reimbursable Expenses and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times for a period of two years following execution of the Design-Build

Amendment or termination of this Agreement, whichever occurs first.

§ 2.1.5 Compensation For Use Of Work Product If the Owner or Design-Builder terminates the Agreement for any reason, Design-Builder shall deliver to Owner all

Work Product that is not already in Owner’s possession, and the Owner shall not be required to pay any fee as compensation for the Owner’s continued use of the Work Product.

§ 2.2 Contract Sum and Payment for Work Performed After Execution of Design-Build Amendment For the Design-Builder’s performance of the Work after execution of the Design-Build Amendment, the Owner shall pay to the Design-Builder the Contract Sum in current funds as agreed in the Design-Build Amendment.

ARTICLE 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT

§ 3.1 General The Design-Builder’s Preconstruction Phase responsibilities are set forth in Article 4. The Design-Builder’s

Construction Phase responsibilities are set forth in Article 5. The Owner and Design-Builder may agree in writing for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently.

§ 3.1.1 The Design-Builder shall comply with any applicable licensing requirements in the jurisdiction where the

Project is located.

§ 3.1.2 The Design-Builder shall designate in writing a representative who is authorized to act on the Design-

Builder’s behalf with respect to the Project. The Design-Builder may not remove or replace its designated representatives, or key personnel from the Project, so long as they are employed by the Design-Builder, without thirty (30) calendar days’ advance written notice to the Owner. The Design-Builder will consult with the Owner and obtain the Owner’s approval of any new designated representatives or key personnel for the Project. New or replacement designated representatives or key personnel must be qualified and must have adequate experience with similar projects.

§ 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Documents. The Design-

Builder shall not be relieved of the obligation to perform the Work in accordance with the Design-Build Documents by the activities, tests, inspections or approvals of the Owner.

§ 3.1.3.1 The Design-Builder shall review and comply with all laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities applicable to the Design-Builder’s services in effect at the time the services are provided.

.1 Design-Builder shall use reasonable efforts, in accordance with applicable professional standards, to inquire into, anticipate, and incorporate into its services, without additional charge, changes to such requirements that will be in effect at the time of applicable permitting, construction and inspections. If

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Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 12:51:27 on 09/28/2017 under Order No.2694511279 which expires on 08/17/2018, and is not a conflict arises between any of these requirements, the Design-Builder will so notify the Owner and will review and recommend proposals to resolve the conflict, and assist the Owner in obtaining approval for any such resolution, as necessary.

.2 The Design-Builder shall perform the Work in compliance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder performs Work contrary to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, the Design-Builder shall assume responsibility for such Work and shall bear the costs attributable to correction.

§ 3.1.3.2 Neither the Design-Builder nor any Contractor, Consultant, or Architect shall be obligated to perform any act which they believe will violate any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder determines that implementation of any instruction received from the Owner, including those in the Owner’s Criteria, would cause a violation of any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the

Owner in writing. Upon verification by the Owner that a change to the Owner’s Criteria is required to remedy the violation, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6.

§ 3.1.3.3 The Design Builder’s Basic Services consist of those described in Article 3 and include usual and customary structural, mechanical, and electrical engineering services.

.1 The Design Builder shall manage the Design Builder’s services, consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and report progress to the Owner.

.2 The Design Builder shall coordinate the designs and other services of its consultants and correlate the design documents to be consistent with each other.

§ 3.1.3.4 The Design-Builder shall provide the professional services as set forth in this Agreement. The Design-

Builder shall be and operate as an independent contractor in the performance of the services and shall have control over and responsibility for all personnel performing the services. In no event shall the Design-Builder be authorized to enter into any agreements or undertakings for or on behalf of the Owner or to act as or be an agent or employee of the

Owner. The Design-Builder accepts the relationship of trust and confidence between Design-Builder and Owner and agrees to furnish its best professional skill, judgment and efforts to accomplish the Work in an expeditious manner consistent with the best interests of Owner. Design-Builder acknowledges that it has a relationship of special trust with

Owner, and that Owner is relying on Design-Builder’s expertise in entering into this Contract. Nothing in the Design-

Build Documents is intended or shall be construed as creating any other relationship or designating Design-Builder as an agent for or joint venture with Owner.

§ 3.1.3.5 The Design-Builder, Architect and Consultants shall perform its architectural, engineering and related services consistent with the professional skill and care ordinarily provided by architects, consultants practicing in the same or similar locality under the same or similar circumstances. The Design-Builder shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. The

Design-Builder will perform this Agreement in a timely manner to avoid delay in the progress of the Project and the

Work. The Design-Builder shall work cooperatively to obtain for the Owner the improvements covered by the

Owner’s program and scope of Work at the lowest cost consistent with quality workmanship, materials, and durability. The Design-Builder shall, at no cost to the Owner, promptly and satisfactorily correct any services Owner reasonably finds to be defective or not in conformity with the requirements of this Agreement.

§ 3.1.3.6 The Design-Builder shall coordinate its services with those services provided by the Owner and the

Owner’s consultants. The Design-Builder shall be entitled to reasonably rely on the accuracy and completeness of services and information furnished by the Owner and the Owner’s consultants, but shall exercise proper precautions relating to the safe performance of the Work. The Design-Builder shall provide prompt written notice to the Owner if the Design-Builder becomes aware of any error, omission or inconsistency in such services or information.

§ 3.1.4 The Design-Builder shall be responsible to the Owner for acts and omissions of the Design-Builder’s employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Design-Builder or any of its subcontractors at any tier.

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§ 3.1.5 General Consultation. The Design-Builder shall schedule and conduct periodic meetings with the Owner to review and discuss matters such as procedures, progress, coordination, design reviews, cost estimates and scheduling of the Work.

§ 3.1.5.1 The Design-Builder shall participate in progress meetings held at least once every week or at more or less frequent intervals as may be described in the Design-Build Documents, with the Owner, subcontractors at all tiers and other appropriate consultants. The Design-Builder shall fully brief the Owner on the progress of the Work.

§ 3.1.6 When applicable law requires that services be performed by licensed professionals, the Design-Builder shall provide those services through qualified, licensed professionals.

§ 3.1.7 The Design-Builder, with the assistance of the Owner, shall prepare and file documents required to obtain necessary approvals of governmental authorities having jurisdiction over the Project. The Design-Builder shall cooperate with and assist the Owner in any appeal or challenge to code or inspection requirements.

§ 3.1.8 Progress Reports § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. On a monthly basis, or otherwise as agreed to by the Owner and Design-Builder, the Design-Builder shall submit written progress reports to the Owner, showing estimated percentages of completion, whether the Project is on schedule, and if not, the reasons therefore and the new proposed schedule, as well as the number of days worked for each category of labor and the projected Work to be completed in the next succeeding month. The report shall include a listing and the status of all Change Orders, Modifications, bulletins, and other relevant documents, and shall detail any issues challenging completion of the Work on schedule and Design-Builder’s solutions to same, and other information identified below:

.1 Work completed for the period;

.2 Project schedule status;

.3 Submittal schedule and status report, including a summary of outstanding Submittals;

.4 Responses to requests for information to be provided by the Owner;

.5 Approved Change Orders and Change Directives;

.6 Pending Change Order and Change Directive status reports;

.7 Tests and inspection reports;

.8 Status report of Work rejected by the Owner;

.9 Status of Claims previously submitted in accordance with Article 14;

.10 Cumulative total of the Cost of the Work to date including the Design-Builder’s compensation and

Reimbursable Expenses, if any;

.11 Current Project cash-flow and forecast reports; and

.12 Additional information as agreed to by the Owner and Design-Builder.

§ 3.1.8.2 In addition, where the Contract Sum is the Cost of the Work with or without a Guaranteed Maximum Price, the Design-Builder shall include the following additional information in its progress reports:

.1 Design-Builder’s work force report;

.2 Equipment utilization report; and

.3 Cost summary, comparing actual costs to updated cost estimates.

§ 3.1.8.3 Throughout the Project, the Design-Builder shall:

.1 Advise the Owner of any surveys; tests; inspections; geotechnical or hydrological services; air, water, and soil pollution testing; ground corrosion tests; resistivity tests; test borings or pits; percolation tests;

Hazardous Materials testing; or other tests or reports required by law or that should otherwise be procured;

.2 Recommend and assist the Owner in arranging for the services of engineers or consultants for those tests and services when they are reasonably necessary or required, but shall not itself contract with the engineers or consultants;

.3 Assist the Owner in arranging for and coordinating those tests or services that are approved and contracted for by the Owner;

.4 Review all inspections and reports, advise the Owner of their results and recommendations, provide the

Owner with copies of those reports or results, if necessary, and report to the Owner and the provider of the inspections or reports any errors or inconsistencies discovered;

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.5 Obtain from the Owner’s consultants or engineers the soil bearing, percolation, elevation, and other values necessary to prepare the Design-Builder’s designs and Construction Documents; and

.6 Request verification of this information as necessary to perform its services.

.7 Design-Builder shall propose, and comment on value engineering proposals as requested by Owner. If the Owner procures value engineering services, directly or indirectly, the Design-Builder and its

Architect, Consultants, and Contractors shall coordinate with the value engineering efforts by briefing the value engineering consultant, answering its questions, and meeting with the Owner's representatives and the value engineer to determine the advisability of changes in the Design-Builder's design as recommended by the value engineer. The Design-Builder shall make such changes as the

Owner directs after such consultation.

.8 Attend project meetings.

.9 The Design-Builder shall provide the Owner with digital records in nonproprietary pdf format, and paper records, of compiled record drawings showing significant approved changes to the Working

Drawings during the Construction Phase.

.10 The Design-Builder shall (a) submit to Owner such reports and notifications as Owner may reasonably request from time to time; and (b) keep a daily log of information reasonably relevant to the Work.

.11 Design-Builder shall confirm applicable requirements appearing in any easements, covenants and other record documents and in the event of any discovered conflict between any such requirement and the

Design-Build Documents shall immediately notify the Owner.

§ 3.1.8.4 Additional Reports: Design-Builder shall prepare and deliver such additional reports as Owner may reasonably request.

§ 3.1.8.5 Logs: Design-Builder shall prepare and keep current, for the Owner’s approval, logs or schedules reflecting the date the items were submitted, when a response is reasonably due and when receipt occurred of Requests for

Information (RFI’s), Change Order Requests (COR’s), Change Orders (CO’s) and submittals which shall be coordinated by Design-Builder with Design-Builder’s construction schedule and which allows Owner reasonable time to review submittals or other such documents. Design-Builder shall post all logs to eBuilder or if eBuilder is not used, give the Owner access to such logs and schedules at all times. Logs shall be kept on Excel spread sheets unless other format is approved by the Owner Representative.

§ 3.1.9 Design-Builder’s Schedules § 3.1.9.1 The Design-Builder, promptly after execution of this Agreement, but in any event within twenty days after being awarded the Contract, shall prepare and submit for the Owner’s approval a schedule for the Work. The schedule, including the time required for design and construction, shall not exceed time limits the-currently required under the Design-Build Documents, shall be revised at appropriate intervals as required by the conditions of the

Work and Project, no less than monthly, shall be related to the entire Project to the extent required by the Design-

Build Documents, shall provide for expeditious and practicable execution of the Work, and shall include allowances for periods of time required for the Owner’s review, for the performance of the Owner’s consultants, and for approval of submissions by authorities having jurisdiction over the Project.

The Design-Builder must include a response time of at least ten days for the Owner’s review and at least fourteen days for review by the Owner’s consultants. The Owner cannot guarantee response times from governmental authorities, such as permitting agencies.

The construction schedule shall be prepared by Design-Builder in a detailed critical path management (“CPM”) format satisfactory to the Owner that shall also (i) provide a graphic representation of all activities and events that will occur during performance of the Work; (ii) identify each phase of construction and occupancy; and (iii) identify each phase of construction and orderly completion of the Work in accordance with the requirements of the Contact Documents. The

Design-Builder shall load his labor resource requirements and constructed value to each task on the schedule unless

Owner elects to waive this requirement in writing. The Design-Builder shall monitor the progress of the Work for conformance with the requirements of the construction schedule and shall promptly advise the Owner of any delays or potential delays. The construction schedule shall be updated by Design-Builder to reflect actual conditions on a period described elsewhere herein. In the event any progress report indicates any delays, the Design-Builder shall propose an affirmative plan to adjust the schedule to correct the delay, including overtime and/or additional labor, if necessary.

The scheduled Substantial Completion date may be earlier than the required date for Substantial Completion. Any resulting schedule “float” or “slack” time shall be used or allocated only with the consensus of the Owner and Design-Builder shall

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA®

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 12:51:27 on 09/28/2017 under Order No.2694511279 which expires on 08/17/2018, and is not not be entitled to adjustment of the Contract Sum (including without limitation any claimed extended general conditions costs or expenses), Contract Time, or (if applicable) Guaranteed Maximum Price based on subsequent schedule changes, whether or not approved by Owner; any such Contract Time and Contract Sum adjustments may be implemented only by

Change Order in connection with extension of the required date for Substantial Completion in accordance with this

Contract.

§ 3.1.9.2 The Design-Builder shall perform the Work in general accordance with the most recent schedules submitted to the Owner.

§ 3.1.10 Certifications. Upon the Owner’s written request, the Design-Builder shall obtain from the Architect, Consultants, and Contractors, and furnish to the Owner, certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and belief, the documents or services to which the certifications relate (i) are consistent with the Design-Build

Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the

Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Design-Builder’s Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services.

§ 3.1.11 Design-Builder’s Submittals § 3.1.11.1 Prior to submission of any Submittals, and thereafter as necessary to maintain a current submittal schedule, the Design-Builder shall prepare a Submittal schedule, and shall submit the schedule for the Owner’s approval. The Owner’s approval shall not unreasonably be delayed or withheld. The Submittal schedule shall (1) be coordinated with the Design-Builder’s schedule provided in Section 3.1.9.1, (2) allow the Owner reasonable time to review Submittals, and (3) be periodically updated to reflect the progress of the Work. If the Design-Builder fails to submit a Submittal schedule, the Design-Builder shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of Submittals. Response times specified in Section 3.1.9.1 apply to Owner’s review of submittals and submittal schedule.

§ 3.1.11.2 By providing Submittals the Design-Builder represents to the Owner that it has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such Submittals with the requirements of the Work and of the Design-Build Documents.

§ 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build Documents require

Submittals until the Owner has approved the respective Submittal.

§ 3.1.11.4 The Work shall be in accordance with approved Submittals except that the Design-Builder shall not be relieved of its responsibility to perform the Work consistent with the requirements of the Design-Build Documents.

The Work may deviate from the Design-Build Documents only if the Design-Builder has notified the Owner in writing of a deviation from the Design-Build Documents at the time of the Submittal and a Modification is executed authorizing the identified deviation. The Design-Builder shall not be relieved of responsibility for errors or omissions in Submittals by the Owner’s approval of the Submittals.

§ 3.1.11.5 All professional design services or certifications to be provided by the Design-Builder, including all drawings, calculations, specifications, certifications, shop drawings and other Submittals, shall contain the signature and seal of the licensed design professional preparing them. Submittals related to the Work designed or certified by the licensed design professionals, if prepared by others, shall bear the licensed design professional’s written approval. The Owner and its consultants shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals.

§ 3.1.12 Warranty. The Design-Builder warrants to the Owner that materials and equipment furnished under the

Contract will be of good quality and new unless the Design-Build Documents require or permit otherwise. The

Design-Builder further warrants that the Work will be performed in a first-class, skillful and workmanlike manner, and that the Work will conform to the requirements of the Design-Build Documents and will be free from defects.

Work, materials, or equipment not conforming to these requirements may be considered defective. The Design-

Builder’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA®

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 12:51:27 on 09/28/2017 under Order No.2694511279 which expires on 08/17/2018, and is not the Design-Builder, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. Notwithstanding the above, the Design-Builder’s warranty for all elements of the work shall hold regardless of normal wear and tear. If required by the Owner, the Design-Builder shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The Design-Builder shall assign to the Owner at the time of final completion of the Work, any and all manufacturer’s warranties relating to materials and labor used in the Work and further agrees to perform the Work in such manner so as to preserve any and all such manufacturer’s warranties. The Design-Builder shall not be relieved of its general warranty obligations by the specification of a particular product or procedure in the

Design-Build Documents, Warranties in the Design-Build Documents shall survive completion, acceptance and final payment. Design-Builder shall at Design-Builder’s expense promptly pay and perform, to the reasonable satisfaction of Owner, any repairs required of Design-Builder in fulfillment of the foregoing warranty obligations. Should

Design-Builder fail to perform any maintenance or repair required of it pursuant to this Section 3.1.12 within seven

(7) days of notice thereof from Owner (provided no notice shall be required for emergency repairs), Owner may make such repair and Owner shall be entitled to recover directly from Design-Builder the reasonable cost thereof

(including attorneys’ fees) plus interest at the statutory rate thereon from the date of repair, immediately and upon demand by Owner therefore.

§ 3.1.13 Royalties, Patents and Copyrights § 3.1.13.1 The Design-Builder shall pay all royalties and license fees.

§ 3.1.13.2 The Design-Builder shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and its separate contractors and consultants harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Owner, or where the copyright violations are required in the Owner’s Criteria.

However, if the Design-Builder has reason to believe that the design, process or product is an infringement of a copyright or a patent, the Design-Builder shall be responsible for such loss unless such information is promptly furnished to the Owner. If the Owner receives notice from a patent or copyright owner of an alleged violation of a patent or copyright, attributable to the Design-Builder, the Owner shall give prompt written notice to the Design-

Builder.

§ 3.1.14 Indemnification § 3.1.14.1 To the fullest extent permitted by law, the Design-Builder shall indemnify, defend and hold harmless the

Owner, and its officers, agents and employees (“Indemnitees”) from and against claims actions liabilities damages losses, costs and expenses, direct and indirect, or consequential, including but not limited to attorneys’ fees, costs, design professional fees and attorneys’ fees, consultant and expert witness fees and other costs incurred on such claims and in proving the right to indemnification, arising out of or resulting from performance of the Work, to the extent caused, in whole or in part, by the acts or omissions of the Design-Builder, Architect, Consultant, Contractor or supplier of any tier, their agents and anyone directly or indirectly employed by them or anyone for whose acts they may be liable, including without limitation for:

.1 Breach of this Agreement by the Design-Builder;

.2 Death, personal injury (including bodily injury), property damage, or violation of law, regulation, or orders, to the extent caused in whole or in part by the performance of the Design-Builder or those for whom the Design-Builder is responsible;

.3 Violation or infringement of third-party intellectual property rights by the Design-Builder;

.4 Any negligent or willful acts or omissions by the Design-Builder, Design-Builder’s consultants and contractors, or other persons for whom the Design-Builder is responsible;

.5 Claims for compensation asserted by the Design-Builder’s employees (including wage and hour or benefit claims) or any violation of federal, state, or local wage and hour or labor laws and regulations by the Design-Builder or other persons for whom the Design-Builder is responsible; and

.6 Any impermissible disclosure of proprietary or confidential Owner information.

Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.1.14. Design-Builder’s duty of defense shall

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA®

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 12:51:27 on 09/28/2017 under Order No.2694511279 which expires on 08/17/2018, and is not arise immediately upon assertion of any claim actually or allegedly covered by this indemnification provision, and, to the fullest extent allowed by law, shall be independent of any limitations upon…