Standard Form of General Conditions of Contract Between Owner and Design-Builder (As Modified by the Parties)

TABLE OF CONTENTS

Article Name Page

Article 1 General

Article 2 Design-Builder’s Services and Responsibilities

Article 3 Owner’s Services and Responsibilities

Article 4 Hazardous Conditions and Differing Site Conditions

Article 5 Insurance and Bonds

Article 6 Payment

Article 7 Indemnification

Article 8 Time

Article 9 Changes to the Contract Price and Time

Article 10 Contract Adjustments and Disputes

Article 11 Stop Work and Termination

Article 12 Electronic Data

Article 13 Miscellaneous

DBIA Document No. 535 Page 1 Standard Form of General Conditions of Contract Between Owner and Design-Builder © 2022 Design-Build Institute of America

Article 1

General

1.1 Mutual Obligations.

1.1.1 Owner and Design-Builder commit at all times to cooperate fully with each other and proceed on the basis of trust and good faith, to permit each party to realize the benefits afforded under the Contract Documents.

1.2 Basic Definitions (Capitalized terms used in these General Conditions of Contract but not defined herein shall have the same meaning given to such terms in the Agreement).

1.2.1 Agreement refers to the executed contract between Owner and Design-Builder under DBIA Document No. 530, Standard Form of Agreement Between Owner and Design-Builder (As Modified by the Parties) (2024 Edition).

1.2.2 Basis of Design Documents are as follows: those documents specifically listed in the Proposal as being the “Basis of Design Documents.”

1.2.3 Construction Documents are the documents, consisting of Drawings and Specifications, to be prepared or assembled by Design-Builder consistent with the Basis of Design Documents unless a deviation from the Basis of Design Documents is specifically set forth in a Change Order executed by both Owner and Design-Builder, as part of the design review process contemplated by Section

2.4 of these General Conditions of Contract.

1.2.4 Day or Days shall mean calendar days unless otherwise specifically noted in the Contract Documents.

1.2.5 Design-Build Team is comprised of Design-Builder, Design Consultant, and key Subcontractors identified by Design-Builder.

1.2.6 Design Consultant is a qualified, licensed design professional who is not an employee of Design-Builder, but is retained by Design-Builder, or employed or retained by anyone under contract with Design-Builder, to furnish design services required under the Contract Documents. A Design Sub-Consultant is a qualified, licensed design professional who is not an employee of Design Consultant but is retained by Design Consultant or employed or retained by anyone under contract to Design Consultant, to furnish design services required under the Contract Documents.

1.2.7 Design Submission means any and all documents, shop drawings, electronic information, including computer programs and computer-generated materials, data, plans, drawings, sketches, illustrations, specifications, descriptions, models, and other information developed, prepared, furnished, delivered, or required to be delivered by, or for, Design-Builder.

1.2.8 Final Completion is the date on which all Work is complete in accordance with the Contract Documents, including but not limited to, any items identified in the punch list prepared under Section 6.6.1 hereof and the submission of all documents set forth in Section 6.7.2 hereof.

1.2.9 Force Majeure Events are those events that are beyond the control of both Design-Builder and Owner, including the events of war, floods, labor disputes, earthquakes, epidemics, government orders related to a public health condition, Abnormal Weather Conditions (as defined in Section 5.3.3.1.c. of the Agreement) not reasonably anticipated, and other acts of God.

1.2.10 General Conditions of Contract refer to this DBIA Document No. 535, Standard Form of General Conditions of Contract Between Owner and Design-Builder (As Modified by the Parties) (2022 Edition).

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1.2.11 GMP Exhibit means that exhibit, if any, attached to DBIA Document No. 530, Standard Form of Agreement Between Owner and Design-Builder (As Modified by the Parties) (2024 Edition), to the extent such exhibit is agreed upon by Owner and Design-Builder prior to the execution of the Agreement.

1.2.12 Proposal means that proposal developed by Design-Builder in accordance with Section 1.6 of DBIA Document No. 530, Standard Form of Agreement Between Owner and Design-Builder (As Modified by the Parties) (2024 Edition).

1.2.13 Hazardous Conditions are any materials, wastes, substances, and chemicals deemed to be hazardous under applicable Legal Requirements, or the handling, storage, remediation, or disposal of which are regulated by applicable Legal Requirements.

1.2.14 Legal Requirements are all applicable federal, state, and local laws, codes, ordinances, rules, regulations, orders, and decrees of any government or quasi-government entity having jurisdiction over the Project or Site, the practices involved in the Project or Site, or any Work.

1.2.15 Owner’s Project Criteria are developed by or for Owner to describe Owner’s program requirements and objectives for the Project, including use, space, price, time, Site, and expandability requirements, as well as submittal requirements and other requirements governing Design-Builder’s performance of the Work. Owner’s Project Criteria may include conceptual documents, design criteria, design performance specifications, design specifications, and LEED® or other sustainable design criteria and other Project-specific technical materials and requirements.

1.2.16 Site is the land or premises on which the Project is located.

1.2.17 Subcontractor is any person or entity retained by Design-Builder as an independent contractor to perform a portion of the Work and shall include materialmen and suppliers.

1.2.18 Sub-Subcontractor is any person or entity retained by a Subcontractor as an independent contractor to perform any portion of a Subcontractor’s Work and shall include materialmen and suppliers.

1.2.19 Substantial Completion or Substantially Complete means the date on which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Owner, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended.

At a minimum, Substantial Completion of the Phase 2 Services shall require the following:

acceptance of Work by Owner, passing all required inspections, and, to the extent applicable, issuance of final certificates of occupancy by the authority having jurisdiction over the Project.

1.2.20 Work is comprised of all Design-Builder’s design, construction, and other services for Phase 1 Services and Phase 2 Services required by the Contract Documents, including, without limitation, procuring and furnishing all materials, equipment, services, and labor reasonably inferable from the Contract Documents and performing any and all demolition and/or abatement activities as may be required by the Contract Documents.

1.3 Supplemental Definitions.

1.3.1 Application for Payment means the document prepared by Design-Builder, in a form acceptable to Owner, to request monthly progress payments or final payment, and which is to be accompanied by such supporting documentation as required by the Contract Documents. The Application for Payment form to be used on this Project is per City of Raleigh standards. The standard form to be used as a summary and signature sheet shall be provided by the City. Design- Builder shall use the City’s standard computerized forms for providing detailed payment breakdown as an attachment to the summary sheet. Design-Builder shall also include as part of the Application

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© 2022 Design-Build Institute of America for Payment the “Certificate of the Contractor or His Duly Authorized Representative” to be provided by the City. Design-Builder shall utilize Owner’s preferred project management software (the “Project Management Software”), to be communicated by Owner to Design-Builder upon execution of the Agreement, to upload each Application for Payment. Upon request by Owner, Design-Builder shall provide to Owner the names of the Design-Builder employees and Subcontractor employees who will need the Project Management Software licenses assigned to them during the Project.

1.3.2 Change Order is a document signed by Design-Builder and Owner and authorizes an addition, deletion, and/or other revision in the Work; an adjustment in the Contract Price, the GMP, and/or the Contract Time(s); and/or other revision to the Contract Documents, issued on or after execution of the Agreement. The Change Order form to be used on this Project is the City of Raleigh standard form to be provided by the City.

1.3.3 Change Order Proposal means a proposal, in a form acceptable to Owner, submitted by Design-Builder to request a change in the construction Work when (a) there are insufficient funds in the Owner’s Contingency to cover the cost of an Owner-Requested Change and/or (b) the Owner-Requested Change requires an alteration to the Scheduled Date of Substantial Completion.

1.3.4 City means the City of Raleigh.

1.3.5 Cost Change Proposal means a proposal, in a form acceptable to Owner, submitted by Design-Builder to utilize the Design-Builder’s Contingency or to respond to an Owner-Requested Change to utilize the Owner’s Contingency. The Cost Change Proposal form to be used on this Project is the City of Raleigh standard form to be provided by the City. Design-Builder shall utilize the Project Management Software in the submission of all Cost Change Proposals.

1.3.6 Design-Builder’s Contingency means a reserve amount set aside for Design-Builder’s exclusive use for unanticipated costs incurred as described in greater detail in Section 6.6.2.1.4 of the Agreement.

1.3.7 Key Personnel includes the Project manager(s), superintendents(s), Subcontractors, and Design Consultants whom Design-Builder proposes to use for the Project’s design and construction as shown in Section 2.1.5 of these General Conditions of Contract.

1.3.8 Liquidated Damages mean a monetary amount agreed upon by the parties payable by the Design-Builder to Owner for each calendar day the Project extends beyond the Scheduled Substantial Completion Date. This amount represents a genuine pre-estimate of Owner’s anticipated losses due to Project delay and is intended as compensation for such losses, and not as a penalty.

1.3.9 Minority Business means a business:

a. In which at least fifty-one percent (51%) is owned by one or more minority persons or socially and economically disadvantaged individuals, or in the case of a corporation, in which at least fifty-one percent (51%) of the stock is owned by one or more minority persons or socially and economically disadvantaged individuals; and

b. Of which the management and daily business operations are controlled by one or more of the minority persons or socially and economically disadvantaged individuals who own it.

1.3.10 Minority Person means a person who is a citizen or lawful permanent resident of the United

States and who is:

a. Black, that is, a person having origins in any of the black racial groups in Africa;

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b. Hispanic, that is, a person of Spanish or Portuguese culture with origins in Mexico, South or Central America, or the Caribbean Islands, regardless of race;

c. Asian American, that is, a person having origins in any of the original peoples of the Far East, Southeast Asia and Asia, the Indian subcontinent, or the Pacific Islands;

d. American Indian, that is, a person having origins in any of the original Indian peoples of North America; or

e. Female.

1.3.11 Notice of Violation means a written notification from a governmental agency that Owner has violated a law or regulation that the agency has jurisdiction over. Notice will take the form used by the agency and may outline action to be taken by Owner to correct the violation and may include a monetary fine.

1.3.12 Owner’s Contingency is an Owner's reserve amount set aside for scope modifications and additions at Owner’s request.

1.3.13. Phase 1 Services means all design and preconstruction services performed by Design- Builder prior to Owner’s acceptance of the Proposal pursuant to Section 1.6.2.2 of the Agreement.

The Phase 1 Services are further described in Section 1.5.1 of the Agreement.

1.3.14. Phase 2 Services means all remaining design services and all procurement, construction, demolition, abatement, start-up, testing, and commissioning performed by Design-Builder after Owner’s acceptance of the Proposal pursuant to Section 1.6.2.2 of the Agreement. The Phase 1 Services are further described in Section 1.5.2 of the Agreement.

1.3.15. Owner-Requested Change means a change in, addition to, and/or reduction of the construction Work requested by Owner. Owner shall first utilize the Owner’s Contingency to fund an Owner-Requested Change, but if not enough funds are available in the Owner’s Contingency to cover the cost of an Owner-Requested Change, then the Owner-Requested Change will necessitate an adjustment to the Contract Price and/or GMP. The document by which Design- Builder responds to an Owner-Requested Change when there are enough funds in the Owner’s Contingency to cover the cost of the Owner-Requested Change is a Cost Change Proposal. In the event there are not enough funds in the Owner’s Contingency to cover the cost of an Owner- Requested Change, and/or if the Owner-Requested Change requires an alteration to the Scheduled Date of Substantial Completion, then Design-Builder shall utilize a Change Order Proposal to respond to the Owner-Requested Change.

1.3.16 Small Tools mean tools and equipment with an individual cost of less than $1,000.

1.3.17 Socially and Economically Disadvantaged Individual is as defined in 15 U.S.C. 637: “Socially disadvantaged individuals are those who have been subjected to racial or ethnic prejudice or cultural bias because of their identity as a member of a group without regard to their individual qualities”. “Economically disadvantaged individuals are those socially disadvantaged individuals whose ability to compete in the free enterprise system has been impaired due to diminished capital and credit opportunities as compared to others in the same business area who are not socially disadvantaged.”

1.3.18 Tariff means any new, increased, or modified import duty, tax, or levy imposed by the United States federal government under the Harmonized Tariff Schedule of the United States (HTSUS) after the Effective Date of the Agreement.

1.3.19 Underground Facilities means all active or not-in-service underground lines, pipelines, conduits, ducts, encasements, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or systems at the Site, including but not limited to those facilities or systems that produce, DBIA Document No. 535 Page 5

© 2022 Design-Build Institute of America transmit, distribute, or convey telephone or other communications, cable television, fiber optic transmissions, power, electricity, light, heat, gases, oil, crude oil products, liquid petroleum products, water, steam, waste, wastewater, storm water, other liquids or chemicals, or traffic or other control systems.

Article 2

Design-Builder’s Services and Responsibilities

2.1 General Services.

2.1.1 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’s Representative shall communicate regularly with Owner and shall be vested with the authority to act on behalf of Design-Builder. Design-Builder’s Representative may be replaced only with the mutual agreement of Owner and Design-Builder.

2.1.2 Design-Builder shall provide Owner with a monthly status report detailing the progress of the Work, including (i) whether the Work is proceeding according to schedule; (ii) whether discrepancies, conflicts, or ambiguities exist in the Contract Documents that require resolution; (iii) whether health and safety issues exist in connection with the Work; (iv) status of Design-Builder’s Contingency (if any); and (v) other items that require resolution so as not to jeopardize Design- Builder’s ability to complete the Work for the Contract Price and/or GMP and within the Contract Time(s). Status reports shall be submitted with Design-Builder’s draft Payment Applications as a pre-requisite to payment.

2.1.3 Unless a schedule for the execution of the Work has been attached to the Agreement as an exhibit at the time the Agreement is executed, Design-Builder shall prepare and submit, at least three (3) days prior to the meeting contemplated by Section 2.1.4 hereof, a schedule for the execution of the Work for Owner’s review and response (the “Project Schedule”). The Project Schedule shall indicate the dates for the start and completion of the various stages of Work, including the dates when Owner information and approvals are required to enable Design-Builder to achieve the Contract Time(s). The Project Schedule shall be revised, maintained, updated, and provided to Owner every 30 days unless the conditions and progress of the Work require an earlier update due to potential delays. No schedule revision shall relieve Design-Builder of its obligations to complete the Work within the Contract Time(s), unless such dates are adjusted in accordance with the Contract Documents. Owner’s review of, and response to, the Project Schedule shall not be construed as relieving Design-Builder of its complete and exclusive control over the means, methods, sequences, and techniques for executing the Work. Additional requirements for the Project Schedule are set forth in Sections 2.7.8 and 2.7.11.3 hereof.

2.1.4 The parties will meet within seven (7) days after execution of the Agreement to discuss issues affecting the administration of the Work and to implement the necessary procedures, including those relating to submittals and payment, to facilitate the ability of the parties to perform their obligations under the Contract Documents.

2.1.5 Design-Builder shall provide the Key Personnel as delineated below. Substitutions shall only be allowed with the prior written approval of Owner. Design-Builder will provide Owner with a written request for any substitution or replacement and stating the reason for the substitution or replacement, identification of the substitute or replacement Key Personnel and the qualifications and experience and references to demonstrate that substitute or replacement is equally or better qualified and experienced.

[Insert the names of Key Personnel and their titles from selected Proposer’s SOQ.]

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2.1.6 Design-Builder shall provide the preconstruction services described in Exhibit B of the Agreement as part of its Phase 1 Services and Phase 2 Services.

2.1.7 Design-Builder shall obtain prior written approval from Owner before it can substitute any Design-Build Team Member identified in Design-Builder’s SOQ.

2.1.8 During the Phase 1 Services, Design-Builder shall:

2.1.8.1 Develop a Site Access and Logistics Plan (“Logistics Plan”) that Design-Builder will implement to coordinate and manage the Site constraints and challenges including but limited to traffic and pedestrian control, access to Site, material and supplies delivery, laydown areas, safety considerations, etc. Design-Builder shall work with Owner to develop this Logistics Plan and Owner shall have right to review and comment on this Logistics Plan as it is being developed and finalized.

2.1.8.2 Develop an Acceptance Testing Plan in accordance with Exhibit B of the Agreement. Design-Builder shall work with Owner to develop this Acceptance Testing Plan and Owner shall have right to review and comment on this Acceptance Testing Plan as it is being developed and finalized.

2.1.8.3 Develop a Transition Plan that Design-Builder will implement to coordinate and manage the initial start-up and operations, training, Acceptance Testing turn-over to Owner of the Project and transition to Owner operations. Design-Builder shall work with Owner to develop this Transition Plan and Owner shall have right to review and comment on this Transition Plan as it is being developed and finalized.

2.1.8.4 Develop and implement a Quality Assurance and Quality Control Plan (“QAQC Plan”) for the design Work and construction Work. At all times, Design-Builder shall manage quality assurance and quality control on the Work to ensure that the design and construction comply with the Construction Documents. Design-Builder shall work with Owner to develop this QAQC Plan and Owner shall have right to review and comment on this QAQC Plan as it is being developed and finalized. Design-Builder shall support the activities of Owner with regards to its construction materials engineering, testing and inspection services, and the verification testing services.

2.2 Design Professional Services.

2.2.1 Design-Builder shall, consistent with applicable state licensing laws, provide through qualified, licensed design professionals employed by Design-Builder, or procured from qualified, independent licensed Design Consultants, the necessary design services, including architectural, engineering, and other design professional services, for the preparation of the required drawings, specifications, and other design submittals to permit Design-Builder to complete the Work consistent with the Contract Documents. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Design Consultant. By executing the Agreement, Design-Builder warrants and certifies that each Design Consultant who is a member of the Design-Build Team, including without limitation Subconsultants with delegated design responsibility, was or will be selected upon demonstrated competence and qualification in a manner provided by N.C.G.S. 143-64.31.

2.2.2 Design-Builder shall employ only Design Consultants and/or Design Subconsultants who are duly licensed and qualified to perform the Work consistent with the Contract Documents.

Design-Builder has identified its Design Consultants and Design Subconsultants in Section 2.1.5 hereof. To the extent that Design-Builder has not selected a Design Consultant or Design Subconsultant prior to performing the Work, Design-Builder shall provide Owner in writing a list of any subsequently added Design Consultants and/or Design Subconsultants and their scope of Work prior to their performing Work on the Project. Owner may reasonably object to Design- Builder’s selection of any Design Consultant or Design Subconsultant, provided that the Contract

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Price, the GMP, and/or Contract Time(s) shall be adjusted to the extent that Owner’s decision impacts Design-Builder’s cost and/or time of performance. Design-Builder shall not substitute a listed Design Consultant or Subconsultant without obtaining Owner’s prior written consent; such consent shall not be unreasonably withheld. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Design Consultant or Design Subconsultant, including but not limited to any third-party beneficiary rights.

2.3 Standard of Care for Design Professional Services.

2.3.1 The standard of care for all design professional services performed to execute the Work shall be the care and skill ordinarily used by members of the applicable design profession practicing under similar conditions at the same time and locality of the Project.

2.4 Design Development Services.

2.4.1 Design-Builder and Owner shall, consistent with any applicable provision of the Contract Documents, agree upon any interim Design Submissions that Owner may wish to review, which interim Design Submissions may include design criteria, drawings, diagrams, and specifications setting forth the Project requirements.

2.4.1.1 Design Submissions shall be consistent with Owner’s Project Criteria as well as the Basis of Design Documents, as the Basis of Design Documents may have been changed or supplemented through the design process set forth in this Section 2.4.1. By submitting Design Submissions, Design-Builder represents to Owner that the Work depicted and otherwise shown, contained, or reflected in Design Submissions may be constructed in compliance with the then current Contract Price and/or GMP and within the Contract Time. Notwithstanding the above, Design-Builder may propose Design Submissions that may alter the Basis of Design Documents, the Contract Price and/or GMP, and/or the Contract Time(s); however, Design-Builder must provide notice thereof in accordance with Article 10 of the General Conditions of Contract and obtain a Change Order before such proposed Design Submissions are incorporated into the Construction Documents.

2.4.1.2 On or about the time of the Design Submissions, Design-Builder and Owner shall meet and confer about the Design Submissions, with Design-Builder identifying during such meetings, among other things, the evolution of the design and any changes to the Basis of Design Documents, or, if applicable, previously submitted Design Submissions.

Changes to the Basis of Design Documents, including those that are deemed minor changes under Section 9.3.1 hereof, shall be processed in accordance with Article 9.

Minutes of the meetings, including a full listing of all changes, will be maintained by Design- Builder and provided to all attendees for review. Following the design review meeting, Owner shall review and approve the interim Design Submissions and meeting minutes in a time that is consistent with the turnaround times set forth in Design-Builder’s Project Schedule.

2.4.1.3 Owner shall review and respond to Design Submissions, providing any comments and/or concerns about the Design Submissions. Owner shall provide all comments on the Design Submissions within the time provided by the Contract Documents. Design-Builder shall revise the Design Submissions (and any other deliverables) in response to Owner’s comments and incorporate said responses into the next submission of Design Submissions.

2.4.1.4 If incorporation of Owner’s comments results in a design that is inconsistent with or otherwise gives rise to a change in Owner’s Project Criteria, the Basis of Design Documents, the Contract Price and/or GMP, and/or the Contract Time(s), Design-Builder shall provide notice thereof in accordance with Articles 9 and 10 of the General Conditions.

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Changes to the Basis of Design Documents, the Contract Price, and/or GMP, and/or the Contract Time(s), including those that are deemed minor changes, shall be processed in accordance with Article 9 of the General Conditions.

2.4.2 Design-Builder shall submit to Owner Construction Documents setting forth in detail drawings and specifications describing the requirements for construction of the Work. The Construction Documents shall be consistent with the latest set of interim Design Submissions, as such submissions may have been modified in a design review meeting and recorded in the meeting minutes. The parties shall have a design review meeting to discuss, and Owner shall review and approve, the Construction Documents in accordance with the procedures set forth in Section 2.4.1 hereof. Design-Builder shall proceed with construction in accordance with the approved Construction Documents and shall submit one set of approved Construction Documents to Owner prior to commencement of construction.

2.4.3 Owner’s review and approval of interim Design Submissions, meeting minutes, and the Construction Documents is for the purpose of mutually establishing a conformed set of Contract Documents compatible with the requirements of the Work. Neither Owner’s review nor approval of any interim Design Submissions, meeting minutes, and Construction Documents shall be deemed to transfer any design liability from Design-Builder to Owner. Design-Builder shall provide Owner with sufficient time in the Project Schedule to review and approve the Design Submissions.

2.4.4 To the extent not prohibited by the Contract Documents or Legal Requirements, Design- Builder may prepare interim Design Submissions and Construction Documents for a portion of the Work to permit construction to proceed on that portion of the Work prior to completion of the Construction Documents for the entire Work.

2.4.5 Early Work Packages.

2.4.5.1 Early work packages (“Early Work Packages”) may be awarded by Design-Builder during the design period to facilitate the early preparation of the Site, purchase long lead time materials and equipment and otherwise accelerate certain portions of the Work in advance of the agreement between Owner and Design-Builder regarding the Proposal for any of the construction Work. These Early Work Packages will be ready for commencement of their construction before it is appropriate to arrive at an overall Contract Price and GMP (if applicable) for any of the construction Work. Early Work package shall be defined as a portion of Work that the parties agree should be executed during the design period.

2.4.5.2 Either Owner or Design-Builder may propose Early Work Packages to proceed prior to the time the Proposal for any of the construction Work is approved by Owner. Based upon the written agreement of the parties, Design-Builder may either perform, if selected by Owner as the successful bidder or proposer, or subcontract such Early Work Packages before the Proposal for any of the construction Work has been submitted and approved.

The approved amount for the scope of work in any Early Work Package shall be included in the subsequent Proposal for any of the construction Work. Design-Builder’s Fee for billing purposes for such Early Work Packages shall not exceed the pro rata portion of the fee that the Cost of the Work of the early Work package as performed bears to Owner’s Budget.

2.4.5.3 Owner may choose to accelerate the completion of certain portions of the design Work so that some specific Early Work Packages may be awarded by Design-Builder prior to the completion of the remaining Construction Documents or acceptance by Owner of the Proposal for any of the construction Work. Design-Builder shall provide the documents necessary to procure and award any Early Work Packages. All Early Work Packages shall contain language which makes those subcontracts 100% assignable to Owner, at Owner’s sole election, in the event the Agreement is terminated, and that the Subcontractors shall be obligated to accept that assignment if it should occur.

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2.4.5.4 After submission of any Early Work Package proposal, Design-Builder and Owner shall promptly meet to discuss, review. and negotiate the proposal. Upon acceptance of a proposal, an amendment to the Agreement shall be executed by the parties to incorporate the proposal into the Agreement.

2.4.6 Record Drawings. Design-Builder shall maintain up-to-date record drawings throughout the Project. Record drawings shall be updated daily. Should Owner determine that record drawings are not being maintained properly, approval of future payment requests may be withheld.

2.5 Legal Requirements.

2.5.1 Design-Builder shall perform the Work in accordance with all Legal Requirements and shall provide all notices applicable to the Work as required by the Legal Requirements.

2.5.2 The Contract Price and/or Contract Time(s) shall be adjusted to compensate Design- Builder for the effects of any changes in the Legal Requirements enacted after the Effective Date of the Agreement affecting the performance of the Work, or if a Guaranteed Maximum Price is established after the date of the Agreement, the date the parties agree upon the Guaranteed Maximum Price. Such effects may include, without limitation, revisions Design-Builder is required to make to the Construction Documents because of changes in Legal Requirements.

2.5.3 Design-Builder agrees to make itself aware of and shall comply with Legal Requirements applicable to the conduct of its business in performing the Work, including without limitation those of federal, state, and local agencies having jurisdiction and/or authority over the Project.

2.5.4 Stormwater Pollution Prevention.

2.5.4.1 Outdoor Washing Activities: Discharges from outdoor washing activities shall not be allowed to enter the stormwater system (stormwater pipes, catch basins, drainage ditches, rain gardens, and similar conveyances). Design-Builder must have adequate equipment and implement management practices to properly treat, contain, collect, and dispose of wash water runoff generated during washing activities. Proper disposal of collected wash water must be arranged prior to beginning Work.

2.5.4.2 Painting: Design-Builder shall not discharge into the stormwater system any wastes resulting from the cleaning of painting equipment or the removal of paint from structures. If solvents or other potentially hazardous products are used to clean painting equipment, the resulting wastewater may be hazardous and must be properly disposed of or recycled.

2.5.4.3 Concrete: Design-Builder shall not discharge concrete or any residue from rinsing equipment or trucks onto the ground or into the stormwater system. Owner shall designate a concrete chute and tool wash area at each facility. All concrete remaining in delivery trucks after completion of the Work shall not be discharged or rinsed from the trucks at the Site.

2.5.4.4 Waste Management: Design-Builder shall use waste bins/dumpsters that are leak proof (no holes or damage). All bins/dumpsters shall be covered and have drain plugs.

2.5.4.5 Chemicals and Fuels: Design-Builder shall provide containment and any other spill prevention necessary for all chemicals and fuels stored or used at the Site.

2.5.4.6 Seeding: Design-Builder must follow proper pesticide and fertilizer application methods as prescribed by industry standards and on product labels during seeding. If such

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© 2022 Design-Build Institute of America products are spilled, Design-Builder must respond promptly to collect and properly dispose of the spilled product and clean up the impacted area.

2.5.4.7 Erosion: All land disturbing activities, including those that disturb less than an acre, shall provide adequate erosion control measures, structures, or devices in accordance with local, state, and federal regulations.

2.5.5 Other Legal Requirements.

2.5.5.1 Design-Builder shall be responsible for preparing and conforming to the requirements of an approved sedimentation control plan; for complying with the rules and regulations of the Erosion Control Laws of the State of North Carolina, specifically the Sedimentation Pollution Control Act of 1973 (N.C.G.S. 113A), as amended; and for complying with the Legal Requirements of the local jurisdiction where the Project is located as it relates to land disturbing activities undertaken by Design-Builder. Design-Builder shall be responsible to Owner for any fines imposed on Owner as a result of Design-Builder’s failure to comply with the above.

2.5.5.2 Design-Builder shall be responsible for conforming to the requirements of the N.C.

Department of Transportation Encroachment Agreement, if attached to the Contract Documents.

2.5.5.3 Should Design-Builder cause Owner to receive a Notice of Violation from a governmental agency, Design-Builder shall pay any and all costs associated with the Notice of Violation within ten (10) days of receipt of written notification. Costs shall include, but not be limited to, the following:

1. Fines imposed on Owner by the agency;

2. Required legal newspaper publications concerning violation;

3. Required mailings to customers concerning notification of violation; and

4. Administrative and engineering costs associated with resolving the Notice of Violation.

2.5.5.4 Notice of Violation may include, but not be limited to, the following problems:

1. Sewage spills;

2. Inadequate erosion control measures; and

3 Equipment failure during the warranty period.

2.5.5.5 In the event of a sewage spill during construction, Design-Builder shall take the following steps as a minimum:

1. Take immediate action to contain the spill;

2. Notify Owner within 30 minutes of realizing a spill has occurred; and

3. Clean up the spill as directed by Owner, with no adjustment to the Contract Price, the GMP, and/or the Contract Time(s).

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2.5.5.6 Design-Builder shall comply with Sections 11.1.1 and 11.1.2 of the Agreement.

2.6 Government Approvals and Permits.

2.6.1 Except as identified in an Owner’s permit list attached as an exhibit to the Agreement, Design-Builder shall obtain and pay for all necessary permits, approvals, licenses, government charges, and inspection fees required for the prosecution of the Work by any government or quasi-government entity having jurisdiction over the Project. Design-Builder shall obtain and pay all charges of utility owners for connections for providing permanent service to the Work and include such charges in the Contract Price and/or the GMP.

2.6.2 Design-Builder shall provide reasonable assistance to Owner in obtaining those Project permits, approvals, and licenses that are Owner’s responsibility.

2.6.3 Design-Builder shall be responsible for compliance with the terms of any encroachment agreements and permits issued by federal, state, and/or local regulatory agencies. This responsibility may include generating and submitting any reports that may be required as a condition of the encroachment agreements and permits. All costs of such compliance shall be deemed included in the Contract Price and/or the GMP.

2.7 Design-Builder’s Construction Phase Services.

2.7.1 Unless otherwise provided in the Contract Documents to be the responsibility of Owner or a separate contractor, Design-Builder shall provide through itself or Subcontractors the necessary supervision, labor, inspection, testing, start-up, material, equipment, machinery, temporary utilities, and other temporary facilities to permit Design-Builder to complete construction of the Project consistent with the Contract Documents.

2.7.2 Design-Builder shall perform all construction activities efficiently and with the requisite expertise, skill, and competence to satisfy the requirements of the Contract Documents. Design- Builder shall at all times exercise complete and exclusive control over the means, methods, sequences, and techniques of construction.

2.7.3 Design-Builder shall employ only Subcontractors who are duly licensed and qualified to perform the Work consistent with the Contract Documents. Design-Builder has identified its Subcontractors in Section 2.1.5 hereof. To the extent that Design-Builder has not selected a Subcontractor prior to performing the Work, Design-Builder shall provide Owner in writing a list of any subsequently added Subcontractors prior to their performing Work on the Project. Owner may reasonably object to Design-Builder’s selection of any Subcontractor, provided that the Contract Price, the GMP (if applicable), and/or Contract Time(s) shall be adjusted to the extent that Owner’s decision impacts Design-Builder’s cost and/or time of performance. Design-Builder may not substitute listed Subcontractors without Owner’s prior written consent; such consent shall not be unreasonably withheld.

2.7.3.1 All Work performed for Design-Builder by a Subcontractor shall be pursuant to an appropriate agreement between Design-Builder and Subcontractor. The Subcontractor shall not commence Work until Design-Builder has obtained all insurance policies and bonds required by the Contract Documents.

2.7.4 Design-Builder assumes responsibility to Owner for the proper performance of the Work of Subcontractors and any acts and omissions in connection with such performance. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Subcontractor or Sub-Subcontractor, including but not limited to any third-party beneficiary rights.

2.7.5 Design-Builder shall coordinate the activities of all Subcontractors. If Owner performs other work on the Project or at the Site with separate contractors under Owner’s control, Design-Builder

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© 2022 Design-Build Institute of America shall have authority and responsibility to coordinate its activities with those of such separate contractors so that the Project can be completed in an orderly and coordinated manner without unreasonable disruption.

2.7.6 Design-Builder shall keep the Site reasonably free from debris, trash, and construction wastes to permit Design-Builder to perform its construction services efficiently, safely, and without interfering with the use of adjacent land areas. Upon Substantial Completion of the Work, or a portion of the Work, Design-Builder shall remove all debris, trash, construction wastes, materials, equipment, machinery, and tools arising from the Work or applicable portions thereof to permit Owner to occupy the Project or a portion of the Project for its intended use.

2.7.7 Design-Builder shall assign or cause to be assigned a general superintendent for the Work to supervise all construction crews on site. The general superintendent shall be responsible for addressing any construction related issues from Owner and/or the authorities having jurisdiction over the Project.

2.7.8 Prior to commencing Phase 2 Services, Design-Builder shall update the Project Schedule to show graphically, by a detailed bar chart, critical path method, or other method acceptable to and approved by Owner, the projected progress of construction Work from start to finish including, without limitation, all testing, startup, commissioning, and all other steps necessary for delivery to Owner of all components of the Work for their intended purposes. Such updated Project Schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Agreement or Contract Price Amendment, as applicable. Upon commencement of Phase 2 Services, the Project Schedule shall be evaluated by Design-Builder not less than monthly. An updated and corrected Project Schedule shall be submitted to Owner and shall show any rescheduling necessary to reflect the true progress of the Work. Updated Project Schedules shall be submitted monthly to Owner with Design-Builder’s invoice or Application for Payment, and such submission shall be a condition precedent to Owner’s obligation to make progress payments for construction Work. Notwithstanding anything to the contrary in the Contract Documents, Owner shall withhold progress payments until such time as the Project Schedule and any required update to the Project Schedule is received, evaluated, and approved.

2.7.9 Working Hours. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site will be performed during regular working hours, 8:00 am through 5:00 pm Eastern Standard Time, Monday through Friday. Design-Builder will not perform Work on a Saturday, Sunday, or any legal holiday without Owner’s prior written consent, which consent shall not be unreasonably withheld.

2.7.9.1 Overtime Work: If Design-Builder’s Work requires inspection, as determined by Owner, more than 10 hours in a work day or 40 hours in a work week, Monday through Friday excluding holidays, or on the weekends, Design-Builder shall submit a written request to Owner five (5) working days prior to the scheduled Work. Design-Builder shall pay for the Resident Project Representative’s time beyond the above hours at the rate of $[TBD] / hour.

2.7.9.2 Nothing in this Section 2.7.9 shall prevent Design-Builder from working outside regular working hours when the Work will not require an inspector to be present.

Such Work may include start up, clean up, seeding, painting (after the base surface has been approved by the inspector), and similar items. When Design- Builder desires to work outside regular working hours when the Work will not require an inspector to be present, Design-Builder shall submit a written request to Owner one (1) working day prior to the scheduled Work.

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2.7.10 Testing and Inspections.

2.7.10.1 If applicable Legal Requirements require any Work to be specifically inspected, tested, and/or approved by some public body, Design-Builder shall assume full responsibility therefore, coordinate all such tests and inspections, pay all costs in connection therewith, and furnish Owner the required certificates of inspection, testing, and/or approval.

2.7.10.2 Owner reserves the right to independently perform, at its own expense, laboratory tests on random samples of material or performance tests on equipment delivered to the Site. These tests if made will be conducted in accordance with the appropriate industry standards. The entire shipment represented by a given sample, samples, or piece of equipment may be rejected on the basis of the failure of samples or pieces of equipment to meet specified test requirements. All rejected materials or equipment shall be removed from the Site, whether stored or installed in the Work, and the required replacement shall be made, with no increase in the Contract Price, the GMP, and/or Contract Time(s).

2.7.11 Record Keeping and Reporting.

2.7.11.1 Design-Builder shall arrange for and submit monthly (or other frequency as agreed to in writing by Owner) to Owner via uploads to the Project Management Software progress photos, progress reports, and test results in sufficient detail to properly record the progress of the construction Work.

2.7.11.2 Design-Builder shall maintain a daily log of construction summarizing the construction activities performed for each day that construction Work is in progress. This daily log shall note daily job-site weather conditions, Subcontractor Work force levels and equipment use, all Work performed, all meetings conducted, all inspections and quality control activities with any deficiencies observed or correction notice issued, all testing results, all material deliveries, all instances of environmental protection non-compliance, all changes, all field directives, all safety activities, incidents, and/or concerns, and any other information to accurately depict the construction Work performed on that date. Design-Builder shall upload daily logs and inspection reports to the Project Management Software not less than on a weekly basis.

2.7.11.3 Design-Builder shall provide a cost and resource loaded critical path method (CPM) schedule utilizing accepted standard computer-based software that is compatible with the Owner’s Project Management Software. The CPM schedule shall be supported by detailed bid item cost that accurately total and reflect the progress shown for the associated schedule activities. The scheduling software shall allow for integration of all aspects of the Project and provide for coordination of all construction Work to be performed. The scheduling software used by the CMAR shall be capable of producing and coordinating logic developed network diagrams and tabular format reports.

2.8 Design-Builder’s Responsibility for Project Safety.

2.8.1 Design-Builder recognizes the importance of performing the Work in a safe manner so as to prevent damage, injury, or loss to (i) all individuals at the Site, whether working or visiting; (ii) the Work, including materials and equipment incorporated into the Work or stored on-Site or off-Site;

and (iii) all other property at the Site or adjacent thereto. Design-Builder assumes responsibility for implementing and monitoring all safety precautions and programs related to the performance of the Work. Design-Builder shall, prior to commencing construction, designate a safety representative with the necessary qualifications and experience to supervise the implementation and monitoring of all safety precautions and programs related to the Work (“Safety Representative”). Unless

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© 2022 Design-Build Institute of America otherwise required by the Contract Documents, Design-Builder’s Safety Representative shall be an individual stationed at the Site who may have responsibilities on the Project in addition to safety.

The Safety Representative shall make routine daily inspections of the Site and shall hold weekly safety meetings with Design-Builder’s personnel, Subcontractors, and others as applicable.

2.8.2 Design-Builder and Subcontractors shall comply with all Legal Requirements relating to safety, as well as any Owner-specific safety requirements set forth in the Contract Documents, provided that such Owner-specific requirements do not violate any applicable Legal Requirement.

Design-Builder will immediately report in writing any safety-related injury, loss, damage, or accident arising from the Work to Owner’s Representative and, to the extent mandated by Legal Requirements, to all government or quasi-government authorities having jurisdiction over safety-related matters involving the Project or the Work.

2.8.3 Design-Builder’s responsibility for safety under this Section 2.8 is not intended in any way to relieve Subcontractors and Sub-Subcontractors of their own contractual and legal obligations and responsibility for (i)…