LRMP T3 Cromwell_T-2443-0150 - RFP Book 1 2026-07-15.pdf

Book 1 (Design-Build Contract) Page 1 of 74 [Category]

Light Rail Modernization Program (LRMP)

CROMWELL MAINTENANCE AND STORAGE FACILITY

MODERNIZATION PROJECT

TRANCHE 3

DESIGN-BUILD (DB)

BOOK 1 – DESIGN-BUILD CONTRACT

CONTRACT NUMBER: T-2443-0150

LIGHT RAIL MODERNIZATION PROGRAM (LRMP) – BOOK 1 – Design-Build Contract

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APPENDICES

RECITALS

ARTICLE 1 : Contract Components, Interpretation

1.1 Definitions

1.2 Contract Documents and Order of Precedence

1.3 Interpretations

1.4 Referenced Standards and Specifications

1.5 Omission of Details

1.6 Computation of Periods

1.7 Standards for Approvals

1.8 Federal Requirements

1.9 Compliance with Laws

ARTICLE 2 : Scope of Work

2.1 Design Work

2.2 Construction Work

2.3 Documents Furnished by MTA

2.4 Ownership of Work Product

ARTICLE 3 : Design-Builder’s Obligations; MTA’s Obligations

3.1 Design-Builder’s Performance Requirements

3.2 General Obligations of Design-Builder

3.3 Representations, Warranties, and Covenants

ARTICLE 4 : Time Within Which Work Should Be Completed

4.1 Notice to Proceed

4.2 Completion Deadlines

4.3 Baseline Schedule

ARTICLE 5 : Control of the Work

5.1 Control and Coordination of Work

5.2 Safety

5.3 Quality Management

5.4 Effect of Oversight

5.5 Nonconforming Work

ARTICLE 6 : ROW, Utilities, Governmental Approvals, Environmental Compliance, Tariff Risk 22

6.1 Project ROW

6.2 Utility Work

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6.3 Governmental Approvals

6.4 Environmental Compliance

6.5 Tariff Risks

ARTICLE 7 : Equal Employment Opportunity, Non-Discrimination, Subcontracts, Labor

7.1 Equal Employment Opportunity

7.2 Prevailing Wages

7.3 Subcontracting Requirements

7.4 Key Personnel Requirements

7.5 Major Subcontractor Requirements

ARTICLE 8 : Surety Bonds, Guarantees, Joint & Several Liability

8.1 Performance and Payment Bonds

8.2 No Relief of Liability and Double Recovery

8.3 Joint and Several Liability

ARTICLE 9 : Insurance

9.1 General Insurance Requirements

9.2 Design-Builder Maintained Coverage

ARTICLE 10 : Risk of Loss

10.1 Site Security and Maintenance

10.2 Maintenance and Repair of Work and On-Site Property

ARTICLE 11 : Payment

11.1 Contract Price

11.2 Invoicing

11.3 Progress Payment

11.4 Deductions

11.5 Final Payment

11.6 Payments to Subcontractors

11.7 Disputes

ARTICLE 12 : Changes In the Work

12.1 Change Orders

12.2 Request for Change Order

12.3 Request for Change Proposal

12.4 Contract Price Adjustment

12.5 Completion Deadline Adjustment

12.6 Limitations on Change Orders

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12.7 Timing of Change Order Payments

12.8 Additional Conditions and Limitations on Certain Relief Events

12.9 Matters Not Eligible for Change Orders

12.10 Waiver

12.11 No Release or Waiver

12.12 Change Order Disputes

12.13 Performance of Disputed Work

12.14 Change Order Status Log

ARTICLE 13 : Suspension of the Work

13.1 General

13.2 Work Stoppage By Utility Owner

ARTICLE 14 : Termination for Convenience

14.1 Continuity of Services

ARTICLE 15 : Termination for Default

15.1 Termination for Default

ARTICLE 16 : Damages

16.1 Liquidated Damages and Disincentives

16.2 Set-Off; Waiver

16.3 Payment of Liquidated Damages

16.4 Limitations on Damages

ARTICLE 17 : Indemnification

17.1 Indemnifications by Design-Builder

17.2 Patented Devices, Materials, and Processes

17.3 Design Defects

17.4 Responsibility of MTA for Certain Contaminated Materials

ARTICLE 18 : Problem Escalation Procedure, Partnering and Dispute Resolution

18.1 Problem Escalation Procedure

18.2 Partnering

18.3 Third-Party Facilitator

18.4 Disputes

18.5 Issue Resolution Ladder

ARTICLE 19 : Acceptance of Project

19.1 Substantial Completion

19.2 Final Acceptance

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ARTICLE 20 : Warranties

20.1 Warranty of Construction, In General

20.2 Notice and Corrective Action

20.3 Parts and Repair Subject to Approval

20.4 MTA Right to Perform Repair Work

20.5 Other Warranties

20.6 Other Rights and Remedies

ARTICLE 21 : Documents and Records

21.1 Escrow Proposal Documents

21.2 Subcontractor Documents

21.3 Project Records

21.4 Maryland Freedom of Information Act

ARTICLE 22 : Miscellaneous Provisions

22.1 Amendments

22.2 Waiver

22.3 Independent Contractor

22.4 Successors and Assigns

22.5 Designation of and Cooperation with Representatives

22.6 Survival

22.7 Limitation on Third-Party Beneficiaries

22.8 No Personal Liability

22.9 Notices and Communication

22.10 Receipt of Notices

22.11 Governing Law and Nondiscrimination in Employment

22.12 Notice of Bankruptcy or Insolvency

22.13 Marketing and Publicity

22.14 Duty to Cooperate on Funding Opportunities

22.15 Further Assurances

22.16 Severability

22.17 Headings

22.18 Entire Agreement

22.19 Counterparts; Electronic Signatures

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APPENDICES

Appendix

A. Davis-Bacon Wages

B. Major Subcontractors

C. Performance and Payment Bonds

D. Guaranty

E. Designated Representatives

F. Federal Requirements

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This Design-Build Contract (the “Agreement”) is entered into by and between the Maryland Transit Administration (“MTA” or “the Administration”), a modal administration of the Maryland Department of Transportation and [NAME OF CONTRACTOR], [a joint venture comprised of [NAME OF CONTRACTOR], a STATE corporation and [NAME OF CONTRACTOR],] a STATE corporation (“Design-Builder”) (each individually a “Party” and collectively, the “Parties”), and is effective as of the Effective Date.

RECITALS

A. The Administration is investing in light rail vehicles, signal systems, stations, track, and maintenance facilities for Baltimore’s Central Light Rail Line through a program called the Light Rail Modernization Program (LRMP). The LRMP will significantly promote and expand the availability and reliability of light rail service in Maryland and increase ridership by providing a more accessible, convenient, and comfortable passenger experience.

B. The Administration has determined that the Project, a key component of the LRMP, will improve the overall operational and maintenance facility, and accommodate and support the testing, commissioning, and maintenance activities required for the full new low floor light rail vehicle (LFLRV) fleet.

C. On [], the Maryland Board of Public Works approved the award of the Design-Build Contract to

[NAME OF SELECTED OFFEROR].

D. This Agreement is structured as a lump-sum design-build agreement obligating Design-Builder to perform all Work necessary to complete the Project by the dates specified herein, for the Contract Price, subject only to certain specified limited exceptions. To allow the Administration to budget for the Project and reduce the risk of cost overruns, the Design-Build Contract includes restrictions affecting Design-Builder’s ability to make Claims for an increase to the Contract Price or an extension of the Completion Deadline(s).

E. Design-Builder shall perform all Work necessary to complete the Project by the Completion Deadlines. The Completion Deadlines are not subject to adjustment except as specifically provided herein.

F. The Parties acknowledge that the Administration will suffer substantial losses if Design-Builder fails to comply with certain of the requirements herein, including the failure to complete the Project within the time limitations set forth in the Contract Documents. Due to the imprecise nature of the damages sustained, Liquidated Damages may be assessed for these and other events specified herein.

NOW, THEREFORE, in consideration of the sums to be paid to Design-Builder, the foregoing promises, and covenants and agreements herein, the Parties agree as follows.

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ARTICLE 1: Contract Components, Interpretation

1.1 Definitions

Appendix A – Abbreviations and Definitions to Book 0 - NITO contains a list of acronyms and definitions used throughout the Contract Documents. Unless otherwise specifically defined elsewhere within the Contract Documents, including the General Provisions (GP) and Supplementary General Provisions (SGP) acronyms and capitalized terms shall have the meaning set forth in Book 0 – NITO, Appendix A – Abbreviations and Definitions. Any acronym or capitalized term used in this Agreement, but not defined within the Contract Documents, shall have the meaning generally ascribed to such terms within the construction industry.

1.2 Contract Documents and Order of Precedence

Each of the documents listed below, (together the “Contract Documents”) is an essential part of the Agreement and a requirement occurring in one is as binding as though occurring in all. The Contract Documents are intended to be complementary and to comprise a complete Agreement. In the event of any conflict among the Contract Documents, the order of precedence is as follows:

(a) Change Orders and Change Notices;

(b) This Book 1 – Design-Build Agreement, including the Appendices hereto and such other documents as may be incorporated by reference, as amended;

(c) Book 3 – Technical Requirements, as amended;

(d) Book 2 – Standard Project Requirements, including the Attachments thereto and such other documents as may be incorporated by reference, as amended;

(e) Design-Builder’s Proposal, except that Design-Builder shall comply with all statements, offers, and terms that can reasonably be interpreted as offers to provide higher quality items than otherwise required by the Contract Documents or to perform services in addition to those otherwise required, or otherwise contains terms that are more advantageous to the Administration than the requirements of the Contract Documents, as determined by the Administration;

(f) Book 0 – NITO, as amended by Addenda; and

(g) Book 4 – MTA Furnished Information.

1.3 Interpretations

In the Contract Documents, where appropriate:

(a) the singular includes the plural and vice versa;

(b) references to statutes or regulations include all statutory or regulatory provisions consolidating, amending, or replacing the statute or regulation referred to;

(c) the words “including,” “included,” “includes,” and “include” are deemed to be followed by the words “without limitation”;

(d) unless the context requires otherwise, in phrases involving performance by a Person, the words “will”, “must” or “shall” indicate a mandatory requirement imposed on the Person;

(e) unless otherwise indicated, references to sections, appendices, and attachments are to the document that contains such references;

(f) words not otherwise defined that have well-known technical or construction industry meanings are used in accordance with such recognized meanings;

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(g) the words “acceptable,” “approved,” “submitted,” “designated,” “established,” “permitted,” “required,” “satisfactory,” “unsuitable,” “unacceptable,” “unsatisfactory,” or “unsuitable” shall be understood to imply “by the Administration” or “to the Administration” unless the context clearly indicates a different meaning;

(h) whenever the verbs “submit,” “designate,” “notify,” “bear,” “use,” “furnish,” “install,” “comply,” and other like verbs are used, without being preceded by a subject, it shall be understood that the subject is the responsibility of the Design-Builder unless the context clearly indicates a different meaning.

(i) references to Persons include their respective permitted successors and assigns and, in the case of Governmental Persons, Persons succeeding to their respective functions and capacities; and

(j) words of any gender include each other gender where appropriate.

(k) the words “including,” “included,” “includes,” and “include” are deemed to be followed by the words “without limitation”;

(l) unless the context requires otherwise, in phrases involving performance by a Person, the words “will”, “must” or “shall” indicate a mandatory requirement imposed on the Person;

(m) unless otherwise indicated, references to sections, appendices, and attachments are to the document that contains such references;

(n) words not otherwise defined that have well-known technical or construction industry meanings are used in accordance with such recognized meanings;

(o) the words “acceptable,” “approved,” “submitted,” “designated,” “established,” “permitted,” “required,” “satisfactory,” “unsuitable,” “unacceptable,” “unsatisfactory,” or “unsuitable” shall be understood to imply “by the Administration” or “to the Administration” unless the context clearly indicates a different meaning;

(p) whenever the verbs “submit,” “designate,” “notify,” “bear,” “use,” “furnish,” “install,” “comply,” and other like verbs are used, without being preceded by a subject, it shall be understood that the subject is the responsibility of the Design-Builder unless the context clearly indicates a different meaning.

(q) references to Persons include their respective permitted successors and assigns and, in the case of Governmental Persons, Persons succeeding to their respective functions and capacities; and

(r) words of any gender include each other gender where appropriate.

Design-Builder acknowledges and agrees that it has independently reviewed the Contract Documents, and that it has the requisite experience to understand, interpret, and agree to the language of the Contract Documents.

1.4 Referenced Standards and Specifications

Work that must comply with a specified standard established by reference to a described publication must comply with the latest edition or revision of that standard in effect as of the Effective Date, including any amendments in effect on that date, unless otherwise specified in the Contract Documents or otherwise directed by the Administration. In the event of a conflict among any standards, criteria, requirements, conditions, procedures, specifications or other provisions applicable to the Project established by reference to a described manual or publication within a Contract Document or set of Contract Documents, the standard, criterion, requirement, condition, procedure, specification, or other provision offering higher quality or better performance will apply, unless the Administration approves otherwise in writing.

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1.5 Omission of Details

Design-Builder shall not take advantage of any apparent error in the Contract Documents. If it appears that the Work to be performed or any matter related to the Work is not sufficiently detailed or explained in the Contract Documents, Design-Builder shall request in writing from the Administration further written explanations as may be necessary and will conform to the explanation provided. Design-Builder shall promptly notify the Administration of any error that it discovers in the Contract Documents and must obtain specific instructions in writing from the Administration regarding any such error before proceeding with the affected Work. Per GP 4.01 Intent of Contract, the fact that the Contract Documents omit or misdescribe any minor details of any Work that are necessary to carry out the intent of the Contract Documents, or that are customarily performed under similar circumstances, will not relieve Design-Builder from performing the omitted Work or the misdescribed details of the Work, and they must be performed as if fully and correctly stated and described in the Contract Documents, without entitlement to adjustment of the Contract Price or a Completion Deadline except as specifically allowed under Article 12 – Changes in the Work. This section replaces GP 5.03 – Discrepancies in the Contract Documents in its entirety.

1.6 Computation of Periods

References to “days” or “Days” in the Contract Documents mean Calendar Days unless otherwise specified.

Unless stated otherwise, the counting of Days shall not include the day triggering the applicable time period, but shall include the last day. For example, if a Party must respond within 3 days of receipt of notice, and notice is received on a Monday, Tuesday shall be day 1, Wednesday day 2, and Thursday day 3, with the response due on Thursday.

If the date to perform any act or give any notice specified in the Contract Documents (including the last date for performance or provision of notice “within” a specified time period) falls on a non-Working Day, the act or notice may be timely performed on the next succeeding day that is a Working Day.

Notwithstanding this provision, requirements contained in the Contract Documents relating to actions to be taken in the event of an emergency, and any other requirements for which it is clear that performance is intended to occur on a non-Working Day, will be required to be performed as specified, even though the date in question may fall on a non-Working Day.

1.7 Standards for Approvals

In all cases where approvals, acceptances, or consents are required from the Administration or Design- Builder, these approvals, acceptances, or consents may not be withheld unreasonably except in cases where a different standard (such as sole discretion) is specified, and may not be unreasonably delayed if no response time is specified. In cases where sole discretion is specified, the Administration’s decision is binding and mandatory and Design-Builder shall have no right to an increase in the Contract Price or adjustment of a Completion Deadline, and the Administration’s decision will not be subject to dispute resolution or other legal challenge.

1.8 Federal Requirements

Notwithstanding anything to the contrary contained in the Contract Documents, in the event of any conflict between any Federal Requirement and the other requirements of the Contract Documents, the Federal Requirements will prevail, take precedence, and be in force over and against any such conflicting provisions. The Federal Requirements includes the provisions set forth in Book 1, Appendix F. See GP 7

– Legal Relations and Responsibility to Public and SGP Section 10 – Federal and State Requirements for additional requirements.

1.9 Compliance with Laws

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Design-Builder shall comply with all applicable Laws in its performance of the Work. Design-Builder shall keep fully informed of all applicable Laws that may affect the conduct of the services provided by Design- Builder. If any discrepancy or inconsistency is discovered between this Agreement and any Law, Design- Builder shall immediately report such discrepancy or inconsistency to the Administration in writing. See GP 7.01 – Compliance with Laws.

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ARTICLE 2: Scope of Work

2.1 Design Work

Design-Builder shall be responsible for developing and providing all Design Work in accordance with the Contract Documents. Design-Builder may enter into contracts with such Subcontractors and other Consultants as it deems necessary to assist in the performance of the Design Work, provided, however, that such Subcontractors shall be subject to the approval of the Administration in accordance with Section 7.3

– Subcontracting Requirements.

2.1.1 Design Compliance

Design-Builder acknowledges and agrees that the Design must meet all requirements and comply with Book 2 – Standard Project Requirements and Book 3 – Technical Requirements. Subject to Section

2.3 – Documents Furnished by MTA, the Administration has furnished the Base Technical Concept for Design-Builder’s reference and use in the design process.

2.1.2 Design Review Process

Design-Builder shall furnish the Design Documents to the Administration and obtain the Administration’s Acceptance of the Design Documents in accordance with Book 2 – Standard Project Requirements, Section 3 – Design. The Administration may review all Design Documents for compliance with the requirements of the Contract Documents and provide comments on all Design Documents.

2.1.3 Design Reviews Required by Third Parties

Design-Builder shall be responsible for obtaining all design reviews and approvals required by Third- Parties, including Governmental Persons, Utility Owners, Regulatory Agencies, and any Persons other than the Administration. The Administration shall coordinate these reviews in accordance with Book 2 – Standard Project Requirements, Section 3 – Design.

2.1.4 Compliance with Contract Documents and Design

Design-Builder shall deliver the Project in accordance with, and otherwise meet, the requirements of the Contract Documents and Approved Design Documents. If there are any conflicts between the Contract Documents and the Design Documents, the Contract Documents take precedence over the Design Documents.

2.1.5 Engineer of Record

Design-Builder shall comply with all requirements of all applicable Laws and Governmental Approvals with regards to the Engineer of Record. Design-Builder shall ensure that the Engineer of Record is a member of Design-Builder’s Personnel or the Design-Builder Subcontractor unless otherwise specified.

2.1.6 Professional Licensing Laws

The Administration does not intend to contract for, pay for, or receive any design services that are in violation of any professional licensing laws, and by executing the Agreement, Design-Builder acknowledges that the Administration has no such intent. The Parties intend that Design-Builder is fully responsible for furnishing the Design of the Project and that the fully licensed design firm(s) or individuals designated in the Contract Documents will perform the design services required by the Contract Documents.

2.2 Construction Work

Design-Builder shall be responsible for all the Construction Work. Design-Builder may enter into contracts with such Subcontractors and other Consultants as it deems necessary to assist in the performance of the

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Construction Work, provided, however, that such Subcontractors shall be subject to the approval of the Administration in accordance with Section 7.3 – Subcontracting Requirements.

2.2.1 Minimum Self-Performed Work

Design-Builder shall self-perform a minimum of 30% of the value of the Construction Work. In accordance with SGP 8.02 – Subcontracting, self-performed work shall be calculated as the cost of Work performed by skilled and unskilled labor carried on Design-Builder’s own payroll, together with the cost of Materials installed. GP 8.01 – Subcontracting does not apply to this Agreement.

2.3 Documents Furnished by MTA

The Administration makes no representation or warranty as to the accuracy, completeness, or sufficiency of any document furnished by the Administration to Design-Builder prior to the Effective Date, including Book 4 – MTA-Furnished Information and the Base Technical Concept. Design-Builder shall independently verify and confirm the accuracy, completeness, and sufficiency of any documents furnished by the Administration, and shall promptly report in writing to the Administration any error, omission, or insufficiency in such documents that Design-Builder discovers. Design-Builder’s warranties and indemnities under the Agreement cover errors in the Project even though they may be related to any error, omission, or insufficiency in the Base Technical Concept. Except as set forth in Section 2.3.1 – Information Within Book 3 – Technical Requirements, Design-Builder shall have no right to seek any adjustment to the Contract Price or the Completion Deadlines as the result of any error, omission, or insufficiency relating to any information provided to Design-Builder by or on behalf of the Administration in connection with this Agreement.

2.3.1 Information Within Book 3–Technical Requirements

Notwithstanding Section 2.3 – Documents Furnished by MTA above, Design-Builder shall be entitled to reasonably rely upon the accuracy of information provided to Design-Builder by the Administration and identified in Book 3 – Technical Requirements. The Administration does not, however, represent that information provided within Book 3 – Technical Requirements is complete or sufficient for purposes of Design-Builder’s performance of the Work. Design-Builder shall be responsible for identifying what additional information is required to develop a complete and sufficient Design for the Project, and shall so advise the Administration. If Design-Builder discovers any material inaccuracy in the information, it shall promptly report in writing to the Administration such material inaccuracy, whereupon the Administration shall determine and instruct Design-Builder how to proceed. Design-Builder shall have the right to seek an adjustment to a Contract Price and/or Completion Deadlines arising out of or related to material inaccuracies in such information identified in Book 3 – Technical Requirements and relied upon by the Design-Builder pursuant to this Section 2.3.1.

2.4 Ownership of Work Product

2.4.1 MTA Owns All Work Product

The Administration shall own all rights, title, and interest in the Work Product, including the “technical data” described in SGP 7.04(A)-(B) – Rights in Technical Data, upon Design-Builder’s production of such Work Product, except for (i) Governmental Approvals, which shall only transfer to the Administration upon termination in accordance with Article 14 – Termination for Convenience and Article 15 – Termination for Default and (ii) Materials, which shall only become property of the Administration upon fulfillment of the conditions in Section 10.2.4 – Title. The Administration’s ownership rights include the right of the Administration, and anyone contracting with the Administration, to incorporate any ideas or information from the Work Product into: (a) any other contract awarded in reference to the Project; or (b) any subsequent procurement by the Administration on another project. In receiving all rights, title, and interest in the Work Product, subject to the exclusions in this Section 2.4.1, the Administration is deemed

Book 1 (Design-Build Contract) Page 14 of 74 to own all intellectual property rights, copyrights, patents, trade secrets, trademarks, and service marks in the Work Product, and Design-Builder agrees that it shall, at the request of the Administration, execute all papers and perform all other acts that may be necessary (if any) to ensure that the Administration’s rights, title, and interest in the Work Product are protected. The rights conferred herein to the Administration include the Administration’s ability to use the Work Product without the obligation to notify or seek permission from Design-Builder.

2.4.2 MTA to Use the Work Product at its Sole Risk

Design-Builder neither warrants nor represents that the Work Product is suitable for use in any subsequent procurement by the Administration or on another project without modification. If the Administration reuses the Work Product for any other project without Design-Builder's specific written verification or modification, such reuse will be at the risk of the Administration, without liability to Design-Builder.

2.4.3 Other Documents Prepared by Design-Builder

Other documents prepared or obtained by Design-Builder to meet its obligations under the Contract Documents become the Administration’s property when Design-Builder prepares or receives them, including Construction Documents, Design Documents, studies, manuals, as-built drawings, calculations, technical and other reports, and documents of a similar nature.

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ARTICLE 3: Design-Builder’s Obligations; MTA’s Obligations

3.1 Design-Builder’s Performance Requirements

3.1.1 Performance of Work

Design-Builder shall provide all Materials and perform all Work and services necessary to achieve Substantial Completion and Final Acceptance on or before the applicable Completion Deadlines, except for the Materials, work, and services that are the responsibility of others as specifically provided in the Contract Documents. The costs of all such Materials, services, and efforts are included in the Contract Price, except for changes in the Work as provided in Article 12 – Changes in the Work.

Without limiting the foregoing, Design-Builder shall perform or cause to be performed all Design Work, engineering, procurement, Construction Work, supervision, labor, inspection, testing, and commissioning, and provide Material, Equipment, machinery, temporary utilities, and other temporary facilities to complete construction of the Project consistent with the Contract Documents. Design-Builder shall endeavor to develop, implement, and maintain a spirit of cooperation, collegiality, and open communication with the Administration so that the goals and objectives of each are clearly understood, potential problems are resolved promptly, and upon completion, the Project is deemed a success by the Parties.

3.1.2 Performance Standards

Design-Builder shall perform Design Work in accordance with all professional engineering principles, Good Industry Practice, and the requirements of the Contract Documents. Design-Builder shall perform Construction Work in accordance with Good Industry Practice (but at least meeting the requirements of the Contract Documents) and in a good and workmanlike manner, free from defects. GP 4.01 – Intent of Contract does not apply to this Agreement.

3.1.3 Performance as Directed

Design-Builder shall, at all times, comply with all provisions of the Contract Documents. Design-Builder shall perform the Work diligently, without delay, and in compliance with the Administration’s decisions and orders, including during the course of a dispute between the Parties. The existence of a dispute between the Parties shall not be grounds for Design-Builder to stop Work on any aspect of the Project.

3.1.4 Management of the Work

Design-Builder shall be responsible for completely supervising and directing the Work under this Agreement and all Subcontractors using its best skill and attention. Subcontractors who perform Work under this Agreement shall be responsible to the Design-Builder, and Design-Builder agrees that it is as fully responsible for the acts and omissions of its Subcontractors as it is for the acts and omissions of its own employees. Design-Builder shall manage the services provided under this Agreement until all services have been completed in accordance with the Contract Documents and Final Acceptance of the Project has been achieved. Design-Builder understands and acknowledges that the Work may be only part of the Project and that the Project may include the construction of other structures or other construction activities on the same Site. Per GP 5.06 – Cooperation Between Contractors and Book 2 – Standard Project Requirements, Appendix C: Special Provisions (011813 – Interface Requirements), Design-Builder shall conduct all its activities so as not to interfere with the construction of, or operations within or from, other structures on the Site.

See Book 2 – Standard Project Requirements, Section 4 – Construction, GP 5.04 – Cooperation By Contractor, and SGP 5.02 – Superintendence for more information on Design-Builder requirements for management of the Work.

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3.2 General Obligations of Design-Builder

Design-Builder shall perform the following obligations, in addition to meeting all other requirements of the Contract Documents:

(a) Obtain all Governmental Approvals, except those the Contract Documents identify as to be obtained by others;

(b) Comply with all conditions imposed by all Governmental Approvals, and undertake all actions required by and necessary to maintain the Governmental Approvals in full force and effect. This includes implementing all environmental mitigation measures required by the Contract Documents, except where the Contract Documents expressly assign responsibility for those measures to another Person;

(c) Provide such assistance as is reasonably requested by the Administration in dealing with any Person, and in prosecuting and defending lawsuits in any and all Project-related matters. This may include providing information and reports regarding the Project, executing declarations, and attending meetings and hearings;

(d) Comply with all requirements of all Laws;

(e) Comply with the Quality Plan requirements in Book 2 – Standard Project Requirements, Section 14 – Quality Assurance;

(f) Cooperate with the Administration and Governmental Persons with jurisdiction over the Project in the review and oversight of the Project and other Work-related matters;

(g) Supervise and be responsible to the Administration for acts and omissions of all Design-Builder Related Entities, as though all such entities (and Persons employed by those entities) were directly employed by Design-Builder;

(h) Pay all applicable taxes, fees, charges, or levies, whether direct or indirect, relating to, or incurred in connection with, performing the Work. GP 2.05 – Taxes Responsibility For Payment, Exemptions, Forms to File, Etc. shall also apply in this regard; and

(i) Furnish services and Materials necessary to complete the Work in compliance with GP Section 6– Control of Material, SGP 6.02 – Source of Supply and Quality of Materials, and SGP 6.03 – Storage of Materials (GP 6.02).

3.3 Representations, Warranties, and Covenants

Design-Builder represents, warrants, and covenants as follows.

3.3.1 Maintenance of Professional Qualifications

Design-Builder and all Subcontractors have all required professional licenses and the professional skills, qualifications, competence, and capacity to perform the Work in accordance with the requirements of the Contract Documents.

3.3.2 Evaluation of Constraints

During its preparation of its Proposal, Design-Builder evaluated the constraints affecting delivery of the Project, including the availability of ROW, the conditions of the Environmental Approvals, and the timing of Utility Work. Design-Builder represents that such constraints are incorporated into the Baseline Schedule and that the Project can otherwise be delivered within those constraints.

3.3.3 Feasibility of Performance

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Design-Builder has evaluated the feasibility of performing the Work within the Completion Deadlines specified in the Contract Documents and for the Contract Price. Design-Builder represents that it is feasible to perform the Work within those cost and time constraints.

3.3.4 Review of Site Information

Design-Builder has, before submitting its Proposal, and in accordance with prudent and generally-accepted engineering and construction practices, undertaken appropriate and reasonable activities sufficient to familiarize itself with surface conditions and subsurface conditions affecting the Project pursuant to GP2.04

– Site Investigation. These activities included reviewing the RFP Documents, if any, and inspecting and examining the Site and surrounding locations to the extent possible. Having performed these activities, Design-Builder represents that it is familiar with and accepts the physical requirements of the Work, subject to the right to receive a Change Order only for Differing Site Conditions as provided in Section 12.8.2 – Differing Site Conditions. Before commencing any Work on a particular aspect of the Project, Design- Builder shall verify all governing dimensions and conditions at the Site and examine all adjoining work that may have an impact on such Work. Design-Builder is responsible for ensuring that the Design Documents and Construction Documents accurately depict all governing and adjoining dimensions and conditions.

3.3.5 Governmental Approvals

Design-Builder represents and warrants that it has obtained or will obtain all Governmental Approvals to permit the Work to proceed in accordance with the Contract Documents pursuant to GP 7.02 – Permits and Licenses. If any Governmental Approval that Design-Builder is required to obtain must formally be issued in the name of the Administration, Design-Builder shall undertake all efforts to obtain such Governmental Approvals. The Administration will cooperate with Design-Builder, including by executing and delivering appropriate applications and other documentation in a form approved by the Administration.

Design-Builder shall assist the Administration in obtaining any Governmental Approvals that the Administration is obligated to obtain, including by providing information requested by the Administration and participating in meetings regarding the Governmental Approvals.

3.3.6 Design and Engineering Personnel

Design-Builder shall ensure that its design and engineering Work is performed by or under the supervision of Persons licensed to practice architecture, engineering, or surveying (as applicable) in accordance with the Contract Documents and Law. Design-Builder’s Work shall be performed by personnel who are: (1) competent, skilled, and experienced in their respective trades or professions; (2) professionally qualified to perform the Work in accordance with the Contract Documents; and (3) able and willing to assume professional responsibility for the accuracy and completeness of the Design Documents and Construction Documents that they prepare or check.

3.3.7 Organization

Design-Builder represents and warrants that it is a [INSERT CORPORATE ENTITY INFORMATION HERE] duly organized and validly existing under the laws of Maryland. Design-Builder represents and warrants that it and its Principal Participants are in good standing and duly qualified to conduct business in Maryland. Design-Builder warrants that it will remain in good standing for as long as needed to perform its obligations under the Contract Documents.

3.3.8 Guarantor

Any time a Guaranty is required to be in place pursuant to the Contract Documents, the applicable Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization.

Guarantor shall remain in good standing for as long as any obligations guaranteed by such Guarantor remain

Book 1 (Design-Build Contract) Page 18 of 74 outstanding under the Contract Documents, and each such Guarantor has all requisite power and all required licenses to carry out its present and proposed obligations under the Contract Documents.

3.3.9 Authorization

Design-Builder represents and warrants that it has taken all actions necessary to execute, deliver, and perform the Agreement. If applicable, Design-Builder’s members have also taken all actions necessary to execute, deliver, and perform the Agreement. Design-Builder represents that executing and performing this Agreement will not result in a material breach or a default under any other contract or legal obligation.

3.3.10 Legal, Valid, and Binding Obligation

The Agreement constitutes the legal, valid, and binding obligation of the Design-Builder. If applicable, each Guaranty constitutes the legal, valid, and binding obligation of Guarantor.

Book 1 (Design-Build Contract) Page 19 of 74

ARTICLE 4: Time Within Which Work Should Be Completed

4.1 Notice to Proceed

Per GP 8.02 – Notice to Proceed, Work shall proceed upon the issuance by the Administration of the Notice to Proceed described below.

4.1.1 Notice to Proceed (NTP)

Award shall be considered the date when the Board of Public Works has given its approval of the Agreement. Following Award, the Parties shall enter into and execute this Agreement on the Effective Date.

Prior to execution of the Agreement, Design-Builder shall ensure all insurance requirements, Performance and Payment Bonds, and/or Guaranties required under the Contract Documents have been obtained and are in full force and effect, and Design-Builder has delivered to the Administration verification thereof.

The Administration intends to issue NTP promptly after Effective Date.

The Administration shall ensure that all Project ROW and rights of access necessary for the activities permitted under NTP have been secured. Within ten (10) days of issuance of NTP, Design-Builder shall begin performance of:

(a) Contract Work;

(b) Preparation and submission of a Project Management Plan as described in Book 2 – Standard Project Requirements, Section 2.1 – Project Management Plan.

4.2 Completion Deadlines

GP 8.04 – Progress Schedule does not apply to this Agreement.

4.2.1 Substantial Completion Deadline

Unless otherwise modified in accordance with the Contract Documents, the Substantial Completion Deadline shall be 855 days after issuance of NTP.

4.2.2 Final Acceptance Deadline

Unless otherwise modified in accordance with the Contract Documents, the Final Acceptance Deadline shall be 120 days after Design-Builder achieves Substantial Completion.

4.2.3 No Completion Deadline Extensions

No Completion Deadline shall be extended except as specifically provided in Article 12 – Changes in the Work.

4.3 Baseline Schedule

Design-Builder shall deliver the Project in accordance with the Baseline Schedule, as Accepted by the Project Manager or their designated representative in accordance with Book 2 – Standard Project Requirements, Section 6 – Schedule Management.

Book 1 (Design-Build Contract) Page 20 of 74

ARTICLE 5 : Control of the Work

5.1 Control and Coordination of Work

Subject to the general direction of the Project Manager or their designated representative, Design-Builder is solely responsible for and has control over the means, methods, techniques, sequences, procedures, and Site safety for the Construction Work. Design-Builder is solely responsible for coordinating all portions of the Work under the Contract Documents, subject to all requirements contained in the Contract Documents.

Design-Builder shall coordinate with the Project Manager or their designated representative on progress meetings, Site visits and discussions regarding requests for information regarding the Work.

The Project Manager or their designated representative shall have authority to Accept Design Documents, and Approve Materials, Equipment, and operations and storage areas.

5.2 Safety

Design-Builder shall take all reasonable precautions to prevent damage, injury, or loss to all persons on the Site or those who would reasonably be expected to be affected by the Work, including individuals performing Work, employees of the Administration and its Consultants, visitors to the Site, and members of the public who may be affected by the Work. Design-Builder shall immediately notify the Administration if Design-Builder believes that any requirement in the Contract Documents creates a safety risk.

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.

See Book 2 – Standard Project Requirements, Section 13 – System Safety and Security Program, Book 2 – Standard Project Requirements, Appendix: D Contractor’s Safety and Health Plan Guidelines, and Section 16 – Design-Builder Safety and Health Plan Guidelines, and SGP 7.10 – Contractor’s Safety Program.

5.3 Quality Management

Design-Builder shall perform the quality management necessary for Design-Builder to comply with its obligations under the Contract Documents, as further described in Book 2 – Standard Project Requirements, Section 14 – Quality Assurance.

5.4 Effect of Oversight

5.4.1 Oversight and Acceptance

The Project Manager shall have authority to inspect the Work for compliance with the Contract Documents.

Utility Owners shall have the right to inspect their facilities, communicating through the Project Manager or their designated representative.

Design-Builder shall not be relieved of its obligation to perform the Work in accordance with the Contract Documents, or any of its other obligations under the Contract Documents, by oversight, spot checks, audits, reviews, tests, inspections, Acceptances or Approvals by any Persons, or by any failure of any Person to take this action. The presence or absence of the Project Manager or their designated representative or their inspectors will not relieve Design-Builder from the requirements of the Design-Build Contract. The oversight, spot checks, audits, reviews, tests, inspections, Acceptances, and Approvals by any Person do not constitute Final Acceptance of the Material or Work, or a waiver of any legal or equitable right regarding the Material or Work. The Administration may reject or require Design-Builder to remedy any

Book 1 (Design-Build Contract) Page 21 of 74

Nonconforming Work and/or the Administration may identify additional Work that must be performed to bring the Project into compliance with the requirements of the Contract Documents at any time before Final Acceptance, whether or not previous oversight, spot checks, audits, reviews, tests, inspections, Acceptances or Approvals were conducted or provided by any Person.

See GP 5.08–Inspection of Work and GP 5.09-Removal of Defective Work.

5.4.2 No Estoppel

The Administration will not be precluded or estopped by any measurement, estimate, or certificate, made either before or after Final Acceptance and payment for the Work, from showing: (1) that any measurement, estimate, or certificate is incorrectly made or untrue; (2) the true amount and character of the Work performed and Materials furnished by Design-Builder; or (3) that the Work or Materials do not conform to the requirements of the Contract Documents. Notwithstanding any measurement, estimate, certificate, or payment, the Administration will not be precluded or estopped from recovering from Design-Builder and its Surety(ies) the damages that the Administration may sustain as a result of Design-Builder’s failure to comply with the Contract Documents.

5.5 Nonconforming Work

See GP 5.02 – Conformity with Contract Requirements and GP 5.09 – Removal of Defective Work.

Book 1 (Design-Build Contract) Page 22 of 74

ARTICLE 6: ROW, Utilities, Governmental Approvals, Environmental Compliance, Tariff Risk

6.1 Project ROW

The Administration shall provide access to the Project ROW identified in the Base Technical Concept.

Design-Builder shall evaluate the ROW to be made available for the Project and prepare the Design within the ROW constraints identified in the Base Technical Concept. Other than Temporary Work Areas, Design- Builder affirms that it can design and construct the Project within the Project ROW. Design-Builder shall not be entitled to an adjustment of the Contract Price or a Completion Deadline arising out a claim that there is insufficient ROW to construct the Project.

If the Administration is unable to provide access to a particular area within the Project ROW, the Administration will notify Design-Builder of the revised projected date for provision of access. Design- Builder shall take appropriate action to minimize any cost and time impact and must work around the parcel until access can be provided, including rescheduling and resequencing Work so as to avoid any delay to the Project. To the extent that a delay to the Critical Path due to the Administration’s failure to provide access cannot be avoided, Design-Builder may seek relief in accordance with Article 12 – Changes in the Work.

6.1.1 Temporary Work Areas

Design-Builder may acquire, in its own name, Temporary Work Areas beyond the limits of the Project ROW. Design-Builder is responsible for the acquisition and cost of all Temporary Work Areas. The Administration will have no obligations or liabilities with respect to the acquisition, maintenance, or disposition of Design-Builder’s Temporary Work Areas, with all such costs and expenses to be borne by Design-Builder. Design-Builder shall not be entitled to an adjustment of the Contract Price or Completion Deadlines arising out of a delay in obtaining or inability to obtain a Temporary Work Area.

6.2 Utility Work

See Book 3 – Technical Requirements, Section 7 – Utilities; GP 5.05 – Cooperation with Utilities; and GP 7.17–Contractor’s Responsibility for Utility Property and Services; provided that Utility Owner’s right to inspect their facilities shall be consistent with Section 5.4.1 – Oversight and Acceptance; provided further that work stoppage due to endangerment to Utility Owner property shall be consistent with Section

13.2 – Work Stoppage By Utility Owner; provided finally that with respect to Design-Builder’s entitlement to changes to Contract Price for Utility delays and Utility Work shall be consistent with Article 12 – Changes in the Work.

Design-Builder shall take all reasonable steps to minimize costs to the Utility Owners that are entitled to reimbursement from the Administration, to the extent practicable and otherwise consistent with the requirements of the Contract Documents.

With respect to Utility Easements, the Administration will be responsible for any compensation required to be paid to Utility Owners for relinquishing their Utility Easements.

With respect to Utility Easements relinquished as a result of a Design-Builder-initiated Agreement modification, Design-Builder shall be responsible for any compensation that the Administration may be obligated to pay to the Utility Owners for relinquishing the Utility Easements. Design-Builder shall reimburse the Administration for these costs no later than ten (10) days after receiving an invoice for the costs.

6.3 Governmental Approvals

6.3.1 General Requirements

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Design-Builder shall have all Governmental Approvals that are required as of the Effective Date to begin Work on the Project.

Design-Builder shall obtain all Governmental Approvals other than MTA-Provided Governmental Approvals set forth in Section 6.3.2 – MTA-Provided Governmental Approvals. Design-Builder shall implement and adhere to all commitments included in, or required for compliance with, each Governmental Approval.

Design-Builder shall include in the Project Management Plan, as set forth in Book 2 – Standard Project Requirements, Section 2.1 – Project Management Plan, the following:

(a) a listing of all Governmental Approvals needed to perform the Work;

(b) the process for obtaining Governmental Approvals (other than MTA-Provided Governmental…