Design Build Agreement_27J Schools.docx

DESIGN/BUILD AGREEMENT

THIS AGREEMENT is made and entered into this ____ day of ___________, 2025, and is by and between School District 27J (“District”), having a principal place of business at 1850 Egbert St., Suite 140, Brighton, Colorado 80601, and ______________ (“Design/Builder”), having a principal place of business at _______________ for Project Description (“Project”).

RECITALS

A. Owner desires to construct the “Project,” which generally consists of the following:

[Project description]

B. Design/Builder is a contractor that is willing and able to design and construct the Project.

C. By executing this Agreement, Owner is authorizing Design/Builder to proceed with the design and construction services described in Article 2 below, and provide all material, equipment, tools and labor, necessary to complete the Work described in and reasonably inferable from the Contract Documents in exchange for the payments specified in the attached Exhibit D, subject to the suspension and termination provisions in Article 10 below. Design/Builder also agrees to procure the architectural and engineering services set forth in this Agreement and to furnish construction and administration of the Work for the Guaranteed Maximum Price (“GMP”) specified in Article 6 of this Agreement, subject to the suspension and termination provisions in Article 10 below. Design/Builder shall use its best efforts, exercising its best and prudent professional judgment, to accomplish the Work in conformance with, and as contemplated by, the Contract Documents as modified from time to time. Further, Design/Builder shall cooperate with Owner in order to satisfy Owner’s requirements for the Project and to incorporate all the Work described in the Contract Documents now or hereafter completed.

AGREEMENT

THEREFORE, in consideration of the foregoing recitals, incorporated herein by this reference and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Owner and Design/Builder agree as follows.

Article 1 – General Provisions

1.1 Definitions. Capitalized terms used in this Agreement shall have the meanings ascribed to them where first used or, if not defined where first used, in the following list of definitions.

1.1.1 “Agreement” shall mean this Design/Build Agreement, including the Exhibits attached hereto and subsequent written modifications to the Agreement and/or Exhibits.

1.1.2 “Allowances” shall mean dollar amounts allocated to certain categories of the Work for which the actual cost is not ascertainable at the time of the submission of Design/Builder’s Proposal. The Allowances, if any, shall be adjusted by Change Order, plus the allowance for overhead and profit described in Design/Builder’s Proposal, as the actual costs become known and the Work is more specifically defined.

1.1.3 “Architect” shall refer to , a Colorado that is duly licensed under the laws of the State of Colorado to practice the profession of Architecture and who is an employee of or consultant to the Design/Builder.

1.1.4 “Cost of Work” shall mean the cost of all labor, materials, third party fees, equipment, and services incurred to perform the Work as set forth in Section 6.6.

1.1.5 “Design/Builder’s Consultants” shall mean those design professionals hired by Design/Builder.

1.1.6 “Drawings” shall mean the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location, and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams.

1.1.7 “Exhibits” shall mean those exhibits that are identified in Section 14.14 of this Agreement and are attached to this Agreement or will be attached to this Agreement when complete information becomes available.

1.1.8 “Hazardous Material” shall mean any substance or material identified now or in the future as hazardous under any Law or Regulation, or any other substance or material that may be considered hazardous or otherwise subject to statutory or regulatory requirements governing handling, disposal and/or cleanup.

1.1.9 “Laws and Regulations” and “Laws or Regulations” shall mean any applicable laws, statutes, rules, regulations, ordinances, codes and orders of any governmental bodies, agencies, authorities and courts having jurisdiction over the Project or the parties to this Agreement.

1.1.10 “Modification” shall mean Change Orders issued by Owner pursuant to Section 7.2 of this Agreement and Work Change Directives issued pursuant to Section 7.3 of this Agreement, and any other written amendments to this Agreement or attached Exhibits signed by both Owner and Design/Builder.

1.1.11 “Owner’s Other Contractors” shall mean contractors, design professionals and any person or entity, other than Design/Builder or Design/Builder’s Consultants or Subcontractors, retained by Owner to perform work pursuant to Section 3.2 of this Agreement.

1.1.12 “Preliminary Project Schedule” shall mean that preliminary schedule for performance of the Work set forth in the attached Exhibit A. Said schedule shall be modified based on final development of the Project Scope Definition, the governmental approval process and the timing of Owner’s acceptance of Design/Builder’s Proposal.

1.1.13 “Project Schedule” shall mean that schedule for performance of the Work attached to Exhibit A, as such schedule may be updated from time-to-time as specified in Section 2.2.3 of this Agreement.

1.1.14 “Project Scope Definition” shall mean the initial definition of Owner’s objectives relative to the Project, including budgetary criteria, scheduling criteria, Site requirements and limitations (including zoning issues and topographical constraints) and preliminary facility requirements (including approximate area requirements and spatial relationships), all developed either pursuant to this Agreement or prior to and separate from this Agreement.

1.1.15 “Site” shall mean the geographical location where the Work is to be performed, bounded by the legal description of the Project.

1.1.16 “Specifications” shall mean that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards, and workmanship for the Work, and performance of related services.

1.1.17 “Subcontractor” shall mean a person or entity retained by Design/Builder as an independent contractor to provide labor, materials, equipment and/or services necessary to complete a specific portion of the Work; provided, however, that “Subcontractor” shall not include the Architect, Design/Builder’s Consultants or any of Owner’s Other Contractors.

1.1.18 “Work” shall mean all design, construction, and other services required by the Contract Documents, and includes all other labor, materials, equipment and services provided or to be provided by Design/Builder to fulfill Design/Builder’s obligations to complete the Project in accordance with the Contract Documents.

1.2 Contract Documents. All Work under the Agreement shall be accomplished in accordance with the Contract Documents, which shall consist of the Proposal, Notice of Award, Notice to Proceed, Performance Bond, Labor and Material Payment Bond, the Design/Build Agreement and all Exhibits attached thereto, Drawings and Specifications, tests and engineering data, approved Change Orders, Contractor’s Applications for Payment, Architect’s certificates, all addenda or written modifications issued by the Owner or Design/Builder prior to execution of this Agreement, all written modifications issued by the Owner or Design/Builder after execution of this Agreement, and the most current documents approved by Owner at each phase of the Project pursuant to Sections 2.1.1 through 2.1.7, including but not limited to Project Analysis Phase and Schematic Design Phase information, responsibilities of each party for the various permits, approvals, licenses and inspection fees required in connection with the Work, and documents provided by Owner as noted in Sections 2.1.1, 2.1.2 and 3.1.3 below. In addition, and to the extent not inconsistent with the Agreement, the Contract Documents shall also include the Owner's Request for Proposals, Management Plan and Fee Proposal.

1.3 Correlation and Intent. The Contract Documents shall include all information necessary for proper execution and completion of the Work. Performance by Design/Builder shall be required to the extent consistent with and reasonably inferable from the Contract Documents as being necessary to produce the intended results. Words or phrases that have well-known technical, design or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. In case of any inconsistency, conflict or ambiguity among the Contract Documents, the higher standard or greater requirement shall prevail.

1.4 Entire Agreement. The Contract Documents form the entire agreement between Owner and Design/Builder and by incorporation herein are as fully binding on the parties as if repeated herein. No oral representations or other agreements have been made by the parties except as specifically stated in the Contract Documents.

1.5 Completed Project. The parties acknowledge that Owner is relying on Design/Builder to provide a completed Project consistent with the written needs and scope identified in the Contract Documents. Any Work which is not included in the Contract Documents which is necessary to use the Project in accordance with Laws and Regulations pertaining to the Work in effect at the time a building permit is issued or which is included in the written needs and scope identified by Owner shall be included in the Work to be performed by Design/Builder under this Agreement. The Design/Builder will comply with all Laws and Regulations.

1.6 Architectural and Engineering Services.

1.6.1 Design/Builder shall provide architectural and engineering services required under the Contract Documents to be performed by qualified and duly licensed architects, engineers and other design professionals, some or all of whom may be employees of Design/Builder. Owner shall communicate with the Architect and Design/Builder’s Consultants only through Design/Builder, unless Owner and Design/Builder agree otherwise.

1.6.2 The standard of care for all architectural and engineering services performed to execute the Work or provided by Design/Builder under this Agreement shall be the standard of care and skill ordinarily used by members of the architectural or engineering professions on similar school building projects.

1.6.3 Any other provisions of this Agreement notwithstanding, Design/Builder shall prepare all design documents and Construction Documents regarding the Work to conform to the requirements of the Americans with Disabilities Act of 1990, as amended, and all regulations enacted thereunder.

1.6.4 Design/Builder shall indemnify, hold harmless, and protect the Owner against any defect in the Project or damages, claims, liability, and costs, including attorneys’ fees, proximately caused by defects attributable (a) to any negligent acts, errors or omissions in the performance or provision of any architectural or engineering services or in any drawings or specifications within the responsibility of the Design/Builder; or (b) to any breach of duty or obligation assumed by or required of the Design/Builder in providing architectural or engineering services under the terms of this Agreement.

1.7 Responsibility of the Parties.

1.7.1 To the extent permitted by law, Owner shall be responsible to Design/Builder for the acts and omissions of Owner’s agents and employees. However, nothing in this Section 1.7.1 or elsewhere in this Agreement shall be construed to waive any rights, privileges, immunities or defenses available to the Owner under Colo. Const. Art. 11, § 1, or under the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-101 to –120, as it may be amended from time to time.

1.7.2 Design/Builder shall be responsible to Owner for acts and omissions of (a) Design/Builder’s agents and employees, (b) Design/Builder’s Consultants and Subcontractors, and their respective agents and employees, and (c) any other person or entity performing portions of the Work for or on behalf of Design/Builder.

1.7.3 Nothing in this Agreement shall create a contractual relationship between Owner and any person or entity other than Design/Builder, except that it is understood and agreed that Owner is an intended third-party beneficiary of all subcontracts for design and/or engineering services and all other subcontracts, purchase orders, and other agreements between the Design/Builder and third parties in furtherance of this Agreement.

1.8 Design/Builder’s Representative. Design/Builder’s representative for the Project shall be , who is the primary point of contact with Owner regarding all matters relating to the Project and is authorized to act on Design/Builder’s behalf with respect to the Project. Design/Builder’s representative shall be reasonably available to Owner and shall have the necessary expertise and experience required to supervise the Work. Design/Builder shall obtain Owner’s prior written consent before changing the Design/Builder’s representative, which consent will not be unreasonably withheld.

1.9 Team Relationship.

1.9.1 Design/Builder and Owner recognize that the overall success of the Project may not be achieved unless the goals, needs and perspectives of both Owner and Design/Builder are understood and considered. In recognition of this, Owner and Design/Builder shall proceed with the Project on the basis of trust, good faith and fair dealing, and shall take all actions reasonably necessary to (a) perform their duties under this Agreement in a timely and efficient manner and (b) enable the other party to perform its duties in a timely and efficient manner.

1.9.2 In order to better understand the goals, needs and perspectives of the other party, Design/Builder and Owner shall meet from time to time before or soon after the Effective Date to review the processes for handling, among other things, submittals, payment applications, changes, schedule and reporting requirements, and other items that either party believes appropriate to facilitate the timely and efficient execution of the Work (hereinafter referred to as the “Project Coordination Meeting”). Minutes of all Project Coordination Meetings shall be taken and maintained by Design/Builder, and provided to all attendees for review and comment.

1.9.3 Design/Builder’s and Owner’s representatives shall meet regularly, as requested by either party to discuss the progress of the Work.

Article 2 – Design/Builder’s Responsibilities

2.1 Design Phase Services. The Design Phase Services for which Design/Builder is responsible are described in this Section 2.1, and include pre-construction services listed on the attached Exhibit B-1 and in the accompanying Exhibit B-2.

2.1.1 Project Analysis Phase. The Project Analysis Phase has been completed by Owner and is evidenced in the Request for Proposal, which Design/Builder acknowledges receipt thereof.

2.1.2 Schematic Design Phase.

2.1.2.1 Design/Builder shall prepare Schematic Design documents of the Project leading to a recommended solution together with a general description of the Project for approval of the Owner. This material shall be submitted to the Owner in accordance with the Owner-approved design and construction schedule. Design/Builder’s scope of services during the Schematic Design Phase shall include but not be limited to:

2.1.2.1.1 Preparation of a cost estimate validation at the conclusion of the Schematic Design Phase for review by Owner;

2.1.2.1.2 Initiation of discussions with Owner regarding environmentally sensitive design and high performance design criteria;

2.1.2.1.3 Provision of options, as appropriate, for site plan/floor plan layout for review and comparison with Owner.

2.1.2.1.4 Discussion of alternatives for mechanical systems options.

2.1.2.1.5 Provision of a drainage study for the Site, if required by Law or Regulations.

2.1.3 Design Development Phase.

2.1.3.1 Based on the Project Analysis Phase and Schematic Design Phase information and documents, Design/Builder shall prepare design development documents consisting of Drawings and other documents required to fix and describe the size, quality and character of the Project (“Design Development Documents”). The Design Development Documents shall include:

2.1.3.1.1 A detailed Site plan, to scale, indicating building location, parking and landscaped areas, grading and drainage concepts, and major site improvements;

2.1.3.1.2 Floor plans, including interior layouts, structural bay sizes, and overall dimensions;

2.1.3.1.3 Building elevations and sections;

2.1.3.1.4 Architectural components, including but not limited to wall and roof systems, interior features and finishes, vertical transportation, and special construction;

2.1.3.1.5 Structural systems, including but not limited to foundations and superstructure;

2.1.3.1.6 Mechanical and plumbing systems;

2.1.3.1.7 Electrical systems;

2.1.3.1.8 Materials/outline Specifications;

2.1.3.1.9 Fire and life safety systems;

2.1.3.1.10 Landscaping, irrigation and drainage;

2.1.3.1.11 Kitchen floor plan with kitchen equipment lists; and

2.1.3.2 After preparing the Design Development Documents described above as soon as practicable, Design/Builder shall schedule a meeting with Owner to confer regarding the Design Development Documents. When Design/Builder submits the Design Development Documents, Design/Builder shall identify in writing all material changes and deviations that have taken place from the Project Analysis and Schematic Design Phase information and documents submitted by Owner or agreed to in writing by the Owner on or before the Effective Date. Any changes in the Work contained in the Design Development Documents approved by Owner shall result in a Change Order pursuant to Article 7 adjusting the GMP and/or the Date of Substantial Completion and/or the Date of Final Completion. If Design/Builder is delayed in establishing the Design Development Documents through no fault of its own, the prescribed deadline for Design/Builder to schedule a meeting with Owner to confer regarding the Design Development Documents shall be equitably adjusted.

2.1.4 Governmental Approval Process Services. To the extent Owner is subject to one or more of the following requirements regarding the Project under C.R.S. § 22-32-124, Design/Builder shall assist Owner as requested and as necessary to ensure satisfactory compliance with such requirements:

2.1.4.1 Prepare and submit a Site development plan to the appropriate planning authority for review and comment prior to construction of any structure or building.

2.1.4.2 Assist Owner with respect to any hearing requested by a planning authority relating to the proposed Site location or Site development plan.

2.1.4.3 Provide necessary services and consultation to ensure that all buildings and structures comprising the Project are constructed in conformity with the standards of the Division of Fire Prevention and Control and to obtain any necessary approvals and/or certificates of occupancy.

2.1.5 Pre-Construction Services. Pre-construction services to be performed by Design/Builder concurrently and interactively with the Design Phase Services under Section 2.1 are listed on the attached Exhibits B-1 and B-2, and shall be performed by qualified professionals, cost estimators and/or contractors.

2.1.6 Additional Services. Additional services, if any, are set forth in the attached Exhibit C and are not part of the Work provided by Design/Builder pursuant to the Agreement. Such services, and any other services not specifically identified in Section 2.1 of this Agreement, shall be provided by Design/Builder and paid for by Owner only if requested in writing by Owner and incorporated into the Scope of Work by Change Order.

2.1.7 Construction Documents Phase.

2.1.7.1 Based on the Design Development Documents approved by Owner, Design/Builder shall prepare Construction Documents consisting of Drawings, Specifications, and other documents describing the requirements for construction of the Work. The Construction Documents shall include:

2.1.7.1.1 A complete set of architectural working Drawings including civil site plans, grading/drainage plans, and landscape plans;

2.1.7.1.2 A complete set of structural, mechanical, plumbing, and electrical Drawings including technology and security systems; and

2.1.7.1.3 Complete Specifications for the Project, as well as other customary Drawings and documents necessary to fully describe the intention of the Work.

2.1.7.2 The date for the submission of Design/Builder’s Construction Documents as soon as practicable after Owner’s approval of the Design Development Documents. When Design/Builder submits the Construction Documents, Design/Builder shall identify in writing all material changes and deviations that have taken place from the Design Development Documents. Any changes in the Work contained in the Construction Documents approved by Owner shall result in a Change Order pursuant to Article 7 adjusting the GMP and/or the Date of Substantial Completion and/or the Date of Final Completion. Construction shall be in accordance with the approved Construction Documents. One set of these documents shall be furnished to Owner prior to commencement of construction. If Design/Builder is delayed in submitting the Construction Documents through no fault of its own, the prescribed deadline for Design/Builder to submit the Construction Documents shall be equitably adjusted. All documents submitted as part of Design/Builder’s Construction Documents shall comply with all applicable Laws and Regulations.

2.1.7.3 Upon submission of Design/Builder’s Construction Documents, Design/Builder and Owner shall meet to review Design/Builder’s Construction Documents. If Owner finds any inconsistencies or inaccuracies in the information presented, or has any objections or concerns regarding Design/Builder’s Construction Documents, it shall promptly give notice to Design/Builder of same. Design/Builder shall, upon receipt of Owner’s notice, make appropriate adjustments to Design/Builder’s Construction Documents and, if necessary, negotiate with Owner in good faith to resolve any matters in dispute regarding the Construction Documents. Design/Builder shall have no obligation to proceed with or perform any additional Work unless and until Owner approves the Construction Documents.

2.2 General Construction Services.

2.2.1 General Obligations of Design/Builder. As specified in Exhibit B-2, unless otherwise provided in the Contract Documents, Design/Builder shall furnish or cause to be furnished and shall pay for all design services, testing, inspection, supervision, labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work.

2.2.2 Supervision of Work. Design/Builder shall provide full-time, qualified and efficient supervision of the Work, using competent skill and attention. Design/Builder shall see that the Work is carried out in accordance with the Contract Documents and in a thorough and first-class manner in every respect. Design/Builder shall be solely responsible for and have control over all construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work.

2.2.3 Project Schedule and Reporting.

2.2.3.1 Design/Builder shall carry out the Work in accordance with the Project Schedule so as to ensure Final Completion of the Project on or before . “Final Completion” of the Project under this Agreement shall mean 100% completion of each and every element of the Project Schedule in conformity with the standards of the Division of Fire Prevention and Control.

2.2.3.2 Owner and Design/Builder shall hold weekly meetings at the Site throughout construction of the Project to thoroughly discuss the progress and status of Work planned. Design/Builder and Owner shall also hold monthly meetings at the Site (or at another location reasonably acceptable to Owner and Design/Builder) throughout construction of the Project to thoroughly discuss the progress of the Work, and such meetings shall be attended by Design/Builder’s Representative, by Owner’s Representative, and by such additional representatives of each party as they deem necessary or appropriate.

2.2.3.3 Design/Builder shall prepare and submit, at least three (3) days prior to the meeting contemplated by Section 1.9.2 hereof, a schedule for the execution of the Work for Owner’s review and response. The Project Schedule shall indicate the dates for the start and completion of the various stages of the Work, including the dates when information and approvals are required from Owner.

2.2.4 Taxes. Design/Builder shall pay all required sales, consumer, use and similar taxes. Design/Builder and all of its Subcontractors shall make application to the State Department of Revenue for certificates of exemption to permit the purchase of materials for the construction of the Project without payment of sales tax. Prior to the start of construction, Design/Builder shall furnish copies of such certificates to the Owner. Such applications and certificates must be on forms provided by the Department of Revenue. Any costs, taxes or fines that are incurred as a result of a failure to comply with the requirements of this Section 2.2.4 shall be paid by the Design/Builder.

2.2.5 Permits, Approvals, Licenses and Notices.

2.2.5.1 As part of its GMP and as specified in Exhibit B-2, Design/Builder shall (a) obtain and pay for those permits, approvals, certificates and licenses required to be obtained to complete the Work, and (b) pay for those regulatory agencies’ charges and inspection fees required to be obtained to complete the Work. Design/Builder shall provide reasonable assistance and cooperation to Owner with respect to those items identified as Owner’s responsibility, including assistance in preparing applications and furnishing copies of previously developed drawings or data, or slightly modified versions thereof.

2.2.5.2 Design/Builder shall prepare all submittals necessary for obtaining any required approvals and permits, unless they are to be obtained by Owner. Design/Builder shall not be liable for refusal or denial by the applicable authority of such approvals or permits if Design/Builder’s submittals meet the applicable professional standards and Laws and Regulations. Owner shall cooperate with Design/Builder to comply with all requirements for such submittals.

2.2.5.3 Design/Builder shall give all notices and comply with all applicable Laws and Regulations relating to obtaining the permits, approvals, certificates and licenses described in Section 2.2.5.1 above.

2.2.6 Protection of Persons, Work and Property.

2.2.6.1 Design/Builder shall have overall responsibility for safety precautions and programs in the performance of the Work. Design/Builder shall designate an individual at the Site in the employ of Design/Builder who shall act as Design/Builder’s designated safety representative with a duty to prevent accidents and to make daily inspections of the Site. Unless otherwise identified by Design/Builder in writing, the designated safety representative shall be Design/Builder’s Project superintendent. Design/Builder shall immediately notify Owner of accidents and injuries occurring at the Site. When Design/Builder is required to file an accident report with a public authority, Design/Builder shall furnish a copy of the report to Owner.

2.2.6.2 During the course of performing Work on the Project, Design/Builder shall keep all required building exits free and unimpeded. Such exits shall not be closed at any time for any reason while the building is occupied or at any time when the building is unoccupied, except after written approval is given by Owner and proper warning and directional signs are posted. Barricades shall be erected so that traffic is separated and protected from the Work.

2.2.6.3 Design/Builder shall take all necessary precautions to ensure the safety of all of its employees, Subcontractors and other persons on the Project or who may be affected by the Work thereon. Design/Builder shall also take all necessary precautions to protect the Work and all materials and equipment incorporated therein or to be incorporated therein from damage or destruction, whether in storage on or off the Project Site and whether in the custody or control of Design/Builder or any of its Subcontractors. Design/Builder shall also take all necessary precautions to protect all property at the Project Site and adjacent thereto not designated for removal, relocation or replacement, including trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities.

2.2.6.4 Design/Builder shall comply with all applicable provisions of the Occupational Safety and Health Administration (OSHA) and all laws, ordinances, rules, regulations and orders of all governmental agencies or authorities having jurisdiction to protect the safety of employees and/or other persons who may be affected by the Work. Design/Builder shall erect and maintain all necessary safeguards to protect workers on the Project Site and the owners and users of adjacent property, and shall post danger signs and other warnings against hazards created by the Work including but not limited to protruding nails, hoists, well holes, elevator shafts, hatchways, scaffolding, window openings, stairways, excavations, and falling materials.

2.2.6.5 Design/Builder shall be liable for all injury, damage or loss to any person or property caused in whole or in part by Design/Builder, any of its Subcontractors, or any person employed by or under the direction of Design/Builder or any of its Subcontractors. To the extent possible and unless otherwise directed by Owner, Design/Builder shall promptly repair, pay for or otherwise remedy any such injury, damage or loss and shall indemnify and hold Owner harmless against any and all liability, claims, damages, losses and expenses arising therefrom. The terms of this Section 2.2.6.5 shall not apply in the case of injury, damage or loss proximately caused by the acts or omissions of Owner and not attributable to any fault or negligence of.

2.2.6.6 Design/Builder’s responsibility for safety under this Section 2.2.6 is not intended in any way to relieve Subcontractors and Sub-Subcontractors of their own contractual and legal obligations and responsibility for (i) complying with all Laws and Regulations, including those related to health and safety matters, and (ii) taking all necessary measures to implement and monitor all safety precautions and programs to guard against injury, losses, damages or accidents resulting from their performance of the Work.

2.2.7 Royalties and Patents. Design/Builder shall pay all royalties and license fees for patented or copyrighted designs, processes or products incorporated into the Work, and further agrees to defend, indemnify and hold Owner harmless from all suits or claims for infringement of any patent rights or copyrights arising therefrom as further set forth in Article 9.

2.2.8 Cleaning of Site.

2.2.8.1 Design/Builder shall maintain the Site and regularly remove construction debris, rubbish and waste materials resulting from the Work. After completing Work in an area, Design/Builder shall clean the area, including, as applicable, washing all glazing and window frames inside and outside throughout the Project building(s), removing all stains, paint, etc., from same, and removing from the Site all debris, rubbish and waste materials, as well as its construction equipment, tools, machinery, and surplus materials. Design/Builder shall take necessary action to ensure that dust and debris resulting from the Work are minimized and confined. Design/Builder shall not be required to clean areas or remove any materials, debris or waste materials left by Owner or Owner’s Other Contractors.

2.2.8.2 Standards. As applicable, all floors and wall coverings shall be left thoroughly clean and finished; all walls and ledges shall be dusted; all plumbing fixtures shall be cleaned; all hardware shall be free of all labels, paint, stains, dust, dirt, and the like; all marks, stains, fingerprints, oil, and dirt shall be removed from painted, decorated, or natural finish Work and the Project building(s) shall be ready for occupancy/use except for being further equipped by the Owner. In case of dispute, the Owner may perform such cleaning up as may be required and charge the cost to the Design/Builder.

2.2.9 Record Documents and Accounts.

2.2.9.1 The Design/Builder shall maintain a Project record set of drawings at the Project Site with all changes or deviations from the original drawings neatly marked thereon in a contrasting color. The Design/Builder shall also maintain a Project record set of specifications at the Project Site, noting therein by appropriate section the names, models, and other distinguishing characteristics of the materials actually incorporated into the Work. This Project record set of drawings and specifications shall be updated daily as the Project progresses and shall be made available to the Owner for inspection at all times. Upon final completion of the Work and before final payment, this Project record set of drawings and specifications shall be delivered electronically to the Owner.

2.2.9.2 Design/Builder shall keep such full and detailed accounts and exercise such controls as may be necessary for proper financial management under the Agreement and as provided in the Contract Documents using accounting and control systems in accordance with generally accepted accounting principles and preserve all such records for a period of one (1) year after final payment or for such longer period as required by any Laws or Regulations. Such accounts shall be available to Owner and Owner’s accountants for inspection and copying during normal business hours upon reasonable advance notice.

2.2.10 Design/Builder Self Perform. The Design/Builder shall be eligible to self perform work on the Project. Should the Design/Builder elect to do so, it shall submit to the Owner’s representative a sealed bid for such parts of the Project one day before the date established for receipt of the other separate subcontractor bids that shall include a minimum of two (2) other subcontractor bids if the anticipated work exceeds $25,000. In the event that the Design/Builder’s bid is determined to be the lowest responsive and qualified bid on such work, the Owner shall approve award to the Design/Builder and the work shall be performed at the bid price and paid for the same as if the work had been bid by a Subcontractor.

2.2.11 Statutes, Ordinances, And Regulations. The Design/Builder and all Subcontractors shall comply with all applicable federal and state statutes, rules, regulations, and directives of the State Department of Labor, Division of Fire Prevention and Control, or other governmental body having jurisdiction over the Work to be performed. If any of the provisions of the Contract Documents are in conflict therewith, such portions shall be considered stricken and the applicable statute, ordinance, regulation, or ruling substituted therefore. All such cases of apparent conflict coming to the attention of any party shall immediately be called to the attention of the Owner. The Design/Builder shall strictly observe and comply with all Laws and Regulations pertaining to the employment and payment of labor as further provided in Section 2.3.11 herein. The Design/Builder shall abide by all Owner policies and procedures, including without limitation those related to the prohibited use and/or possession of alcohol, controlled substances, tobacco or firearms on Owner property. The Design/Builder shall at all times strictly enforce this prohibition among its own employees, agents or Subcontractors and their employees, agents or subcontractors.

2.3 Miscellaneous Construction Requirements

2.3.1 Miscellaneous Keys, Switches, Etc. Except as otherwise specifically required by the technical specifications, at the completion of the Project all loose keys for hose bibs, adjustment keys and wrenches for door closers and panic hardware, keys for electric switches, electrical panels, and all other equipment shall be identified, accounted for and turned over to the Owner.

2.3.2 Expediting Materials. The Design/Builder shall, immediately after receipt and approval of its list of subcontractors and material suppliers, place orders for all equipment, materials, and supplies required for the Work. The Design/Builder shall, when requested, submit to the Owner evidence that such orders have been placed. The Design/Builder shall exercise due diligence in seeing that all equipment, materials, and supplies are delivered well in advance of the time they are needed on the Project and shall properly store and protect same at its expense and in accordance with the Contract Documents, either at the Project site or elsewhere as approved by the Owner.

2.3.3 Project Sign. Owner shall provide Project signs which Design/Builder shall install at Owner’s direction at the Project site. Except as approved by Owner, no advertising or signage shall be permitted on the Project site.

2.3.4 Blasting. No explosives of any nature except for those normally employed in powder actuated tools, .38 caliber or smaller, shall be employed or used on the Project site except with the express and specific prior written approval of the Owner and any appropriate governmental authorities, in each instance. The Design/Builder shall notify the Owner of need for such approval three (3) days prior to the proposed use of such explosives.

2.3.5 Historical Data. In addition to the warranties, guarantees, operating instructions, etc., elsewhere specified in the Contract Documents, at the conclusion of the Work and before final payment is made, the Design/Builder shall furnish a listing of the principal’s names, addresses, and telephone numbers of all subcontractors and suppliers that furnished labor and/or materials on the Project, with identification of the services and materials rendered by each. There shall be provided three (3) copies for the Owner.

2.3.6 Testing Of Project Building Systems. The Design/Builder shall submit a written plan prior to final completion and acceptance of the Project, consistent with the Contract Documents and applicable codes, for the testing of all Project building systems. All such testing shall be of complete systems, before covering, or of individually separable larger portions of the systems, and shall be performed in the presence of the appropriate consultant or representative of the Owner. A written report shall be filed with the Owner, recording each test and signed by the Owner’s Consultant.

2.3.7 Work On Existing Buildings.

2.3.7.1 Protection of Occupants. In addition to all other requirements of the Contract Documents, if the Work involves an addition and/or renovation to an existing building, the Design/Builder shall erect and maintain during the progress of the Work suitable dustproof partitions to protect such building and the occupants thereof. If necessary, in the Owner’s or Design/Builder’s judgment or pursuant to manufacturer’s directives or recommendations in order to protect occupants from noxious fumes, odors, or hazardous substances, the Design/Builder may be required to provide additional ventilation and/or work different or extended hours to avoid disruption to other activities within the existing building.

2.3.7.2 Partitions and Scheduling. If any portions of an existing building are to be remodeled or repaired, such portions shall be adequately partitioned off with dustproof partitions and well ventilated. All remodeling Work shall be scheduled and submitted to the Owner for approval. The various contractors shall schedule their Work jointly, in order that each may accomplish its Work within such existing building in an orderly fashion during regular school vacation periods where possible, or in such a manner as to permit use, within reason, of the building and existing facilities.

2.3.8 Damage To Utilities.

2.3.8.1 Adequate Precautions. The Design/Builder shall take adequate precautions to protect existing utilities on and off the Project site and avoid damage thereto. The Design/Builder shall repair or replace or have repaired or replaced at its expense any damage to streets, water, sewer, light, power, cable, or telephone lines that are damaged by reason of the Design/Builder’s Work.

2.3.8.2 Location. The location and extent of underground utilities, cables and conduit indicated on the drawings are not guaranteed. This information is shown only for such use as bidders and contractors may choose to make of it. The Design/Builder shall check with all public utility companies for locations and shall comply with their regulations regarding such utilities in performing the Work.

2.3.8.3 Protection from Damage. The Design/Builder shall adequately protect active underground utilities from damage, and if damaged shall immediately effect all necessary repairs. Removal or relocation of active underground utilities shall be done only as indicated on the drawings. If such utilities are in use, they shall be maintained in continuous service. If not indicated on the drawings or not known to exist, the Design/Builder shall report discovery of such utilities to the Owner and shall not proceed further until directed to do so.

2.3.8.4 Inactive or Abandoned Utilities. Inactive or abandoned utilities, whether or not they are indicated on the drawings, shall be recorded as to location and depth and shall be removed for a distance of not less than three (3) feet from the outside line of all concrete Work unless otherwise required by regulations. Ends shall be capped or plugged.

2.3.9 Cutting, Patching, And Excavating.

2.3.9.1 Standards. The Design/Builder shall do all cutting, fitting, and patching that may be required to make the several parts of the Work come together properly and receive or be received by Work of other contractors or subcontractors shown upon, or reasonably implied by, the drawings and specifications for the completed Project.

2.3.9.2 Responsibility. Any cost caused by defective or improperly timed Work shall be borne by the party responsible therefore. The Design/Builder shall not endanger any Work by cutting, excavating, or otherwise altering the Work and shall not cut or alter the Work of any subcontractor except with the consent of the Owner.

2.3.9.3 Cutting and Sizing. The Design/Builder and each subcontractor shall leave all chases, holes, or openings straight, true, and of proper size in its own Work, or cut the same in existing Work as may be necessary for the proper installation of its own or another contractor’s or subcontractor’s Work, consulting with the Architect regarding proper location and size of same. In case of a failure to leave or cut said chases, holes, or openings in the proper place, the Design/Builder or subcontractors shall cut them afterward at their own expense. No excessive cutting shall be permitted, nor shall any piers or other structural members be cut or modified in the field without the written consent of the Architect. After such Work has been installed, the Design/Builder and subcontractors shall carefully fit around, close up, repair, patch, and point up same as directed to the entire satisfaction of the Architect. Each section of this specification shall include all cutting, patching, and excavating for that trade division unless specifically stated to the contrary.

2.3.10 Materials, Labor, Facilities, And Storage.

2.3.10.1 Design/Builder’s Responsibility. Unless otherwise agreed in writing, the Design/Builder shall provide and pay for all materials, labor, tools, equipment, machinery, transportation, and other facilities necessary for the proper execution and completion of the Work. The Design/Builder shall provide and pay for all the temporary facilities required to supply all the power, light, water, and heat needed by it and its Subcontractors for their Work and shall install and maintain all such facilities in such manner as to protect the public and workers and to conform with any applicable laws and regulations. If temporary heat and/or protection is required for the expeditious prosecution of the Work and before the permanent heating apparatus is available for use, the temporary heating apparatus shall be installed and operated in such a manner that the finish Work and/or construction will not be damaged thereby. Unless otherwise specified, the Design/Builder shall pay for all the power, light, and water used by it and its Subcontractors, without regard to whether such items are metered by temporary or permanent meters. The cutoff date on permanent meters shall be either the agreed date of full occupancy by the Owner or the date of final completion of the Project, whichever shall be the earlier date. Upon completion of the Work, the Design/Builder shall remove all such temporary facilities from the Project site. In the event that the Project is a renovation, Design/Builder shall pay a reasonably monthly amount to Owner as determined by Owner to cover all the heat, power, light, water, and any other utilities used by Design/Builder and its Subcontractors in performance of the Work.

2.3.10.2 Materials. Unless otherwise specified, all materials shall be new and both Workmanship and materials shall be of the highest quality. The Design/Builder shall furnish satisfactory evidence to the Owner as to the kind and quality of materials. Samples shall be furnished, when specified, and the Work shall be in accordance with those samples that have been approved.

2.3.10.3 Toilet Facilities. The Design/Builder shall provide and maintain, in a neat and sanitary condition, adequate temporary toilet facilities for the use of any and all employees engaged on the Work, in strict compliance with the requirements of all applicable codes, regulations, laws, and ordinances. In no event may present toilet facilities of any existing building at the site of the Work be used by employees of the Design/Builder or its subcontractors. Upon final completion of the Work, the Design/Builder shall remove all such temporary facilities from the site and disinfect the premises.

2.3.10.4 Facilities and Storage. The Design/Builder shall provide suitable temporary facilities and quarters for workers, as needed, and shall maintain on premises water-tight storage sheds or tool houses for storage of building materials and tools that could be damaged by weather. The Design/Builder shall allow space for the erection of sheds and provide similar facilities for storage by subcontractors of their materials and tools. Storage of materials shall be confined to the site. These facilities or quarters shall further provide for protection against theft and damage of building materials and tools. Upon final completion of the Work, the Design/Builder shall remove all such temporary facilities from the site.

2.3.10.5 Office Space. The Design/Builder shall provide adequate, weatherproofed, heated and well-lighted office space at the site of the Work, for use by the Architect and the Owner and their representatives. The Design/Builder shall also provide telephone service at such office, which shall be available for use by the Architect, the Owner, and their representatives without charge, except for toll calls.

2.3.10.6 Quality and Location of Facilities. All of the foregoing facilities shall be of a quality and placed in locations acceptable to the Owner.

2.3.11 Preference For Colorado Labor, Materials, And Resident Bidders.

2.3.11.1 Colorado Labor. In compliance with Colorado Revised Statutes §§ 8-17-101 and 8‑17‑102, preference shall be given to Colorado labor shall be employed to perform at least eighty percent (80%) of the Work. The term “Colorado labor” means any person who is a resident of the State of Colorado at the time of the Project, without discrimination as to race, creed, color, sex, sexual orientation, marital status, age, religion, national origin, ancestry, disability or other legally protected class. A resident of Colorado is a person who can provide a valid Colorado driver’s license, a valid Colorado state-issued ID, or documentation that he or she has resided in Colorado for the last thirty (30) days. The Owner shall have the right, in its sole discretion, to waive the eighty percent (80%) Colorado labor requirement. To the extent Owner decides to waive this requirement, Design/Builder shall cooperate with Owner in providing all documents necessary to support a waiver.

2.3.11.2 Resident Bidders. In compliance with Colorado Revised Statutes §§ 8-19-101 and 8‑19‑102, preference shall be given to resident bidders against nonresident bidders from a state or foreign country equal to the preference given or required by the state or foreign country in which the nonresident bidder is a resident. The term “resident bidder” means a person, partnership, corporation, or joint venture that is (a) authorized to transact business in Colorado and maintains its principal place of business in Colorado; or (b) authorized to transact business in Colorado, maintains a place of business in Colorado, and has paid Colorado unemployment compensation taxes in at least six (6) of the eight (8) quarters immediately prior to bidding on the Work.

2.3.12 Labor Disputes.

2.3.12.1 Pickets and Other Labor Disputes. Notwithstanding any other provision contained elsewhere in the Contract Documents and superseding any contrary term expressed in the…