RFP_Snowmaking Replacement_FINAL.pdf

PUBLIC WORKS DEPARTMENT

1220 SWEETWATER ROAD . INCLINE VILLAGE NV 89451

PH: (775) 832-1203 . FAX: (775) 832-1260 . WWW.IVGID.ORG

REQUEST FOR PROPOSALS

Design-Build Selection for the

Diamond Peak

Snowmaking System Re-Design and Replacement

1210 Ski Way

Incline Village, Nevada

IVGID Project No. 3463SI2701

FORMAL SELECTION PROCESS

Issue Date: August 25, 2026

REQUEST FOR PROPOSALS

DESIGN-BUILD

SNOWMAKING SYSTEM RE-DESIGN AND REPLACEMENT

August 25, 2026

Project Identification

Project Name: Snowmaking System Re-Design and Replacement Project Address: 1210 Ski Way, Incline Village, NV 89451 IVGID Project No.: 3463SI2701

Owner Incline Village General Improvement District 1220 Sweetwater Rd.

Incline Village, NV 89451

IVGID Project Manager: Bree Waters at baw@ivgid.org or 775.832.1372

The Design-Build Team shall be qualified to perform public work in accordance with Nevada Revised Statutes (NRS) Section 338.1685 through 338.16995 prior to submitting a response to this Request for Proposals (RFP).

All questions with regard to this RFP shall be directed through the Owner’s Planet Bids website;

any questions regarding the use of Planet Bids shall be directed to the IVGID RFP Contact listed above.

Delivery Deadline All interested parties shall submit their proposals electronically in PDF format through the Owner’s PlanetBids website: https://www.planetbids.com/portal/portal.cfm?CompanyID=30437, and will be subject to the terms, conditions and scope of services herein stipulated and/or attached hereto.

The deadline for receipt of Proposals is 2:00 p.m. September 24, 2026. Planet Bids will automatically refuse any Proposals submitted after this time.

ARTICLE 1 INTRODUCTION

Confidentiality: All documents and other information submitted in response to this RFP, including, without limitation, a Proposal, are confidential and will not be disclosed until notice of intent to award the contract is issued.

IVGID intends to select a qualified Design-Build Team (D-B Team) to provide complete design, engineering, preconstruction, procurement, and, if authorized, construction services for the Project. The D-B Team shall include all professional engineering disciplines and specialty consultants necessary to develop complete, permit-ready and construction-ready Contract Documents, including an Engineer of Record appropriately licensed in the State of Nevada.

The selected D-B Team will work collaboratively with IVGID, Diamond Peak operations staff, IVGID's permitting/planning consultant, and other District consultants. The D-B Team will be responsible for advancing the preliminary snowmaking concepts and planning information provided by IVGID into a complete engineered system.

The initial phase of the Agreement will include design, engineering, field verification, constructability, estimating, scheduling, phasing, permitting support, procurement planning, and development of proposed construction pricing. Construction will proceed only through separately authorized construction packages following successful negotiation, Board authorization, available funding, applicable permits, and the District's determination that proceeding is in its best interest.

ARTICLE 2 PROJECT DESCRIPTION AND BUDGET

Diamond Peak's existing snowmaking system remains well maintained but has exceeded its expected service life. Most of the system dates from the early 1990s, with portions dating to 1988 and the newest major pipeline dating to 2002. The legacy network includes approximately 56,000 LF of 8-inch water and 6-inch air mains and approximately 38,400 LF of 2-inch laterals serving roughly 240 hydrant sets. Since 2023, the District has recorded 26 leaks—23 water and three air.

The current air-water system relies on a central compressed-air facility. One of three large compressors has been removed from service, and the remaining units are costly to maintain and operate. Diamond Peak has supplemented the system with electric fan guns and has tested equipment from major manufacturers, including automated fan guns and snow-depth technology integrated with grooming operations.

Scope of Services

The selected D-B Team shall provide all engineering and estimating services necessary to prepare a complete design package:

Engineer(s) of Record licensed in Nevada

Snowmaking/hydraulic system design and modeling

Civil/site engineering

Mechanical/process engineering

Electrical engineering

Controls/communications/automation design

Field verification and survey coordination

Design calculations and specifications

Permit-ready documents

Construction-ready plans/specifications

Final commissioning documentation

Record drawings/as-builts

The engineering services are for the following project objectives:

Replace deteriorated air-water infrastructure with a modern water, power, communications, and controls system serving automated tower-mounted fan guns and a limited number of portable carriage-mounted guns.

Increase snowmaking production during marginal temperature windows and use available pumping capacity more effectively.

Automate snow-gun and system operation to reduce system inefficiencies, support consistent snow coverage, and improve early-season terrain opening.

Reduce reliance on central compressed air, improve energy and maintenance efficiency, and increase operational redundancy.

Phase the work over multiple seasons without compromising snowmaking service to unimproved areas or resort operations.

Deliver safe, environmentally responsible, maintainable infrastructure with accurate record documents, staff training, and a disciplined commissioning process.

Pump-Station Coordination

Pump-house improvements scheduled for Fall 2026 will replace the high-pressure pumps in kind and refurbish the motors for potential future variable-frequency-drive (VFD) service. The D-B Team must verify existing conditions and coordinate interfaces, controls, testing, cutovers, and any final-design modifications.

Any preliminary snowmaking layouts, concepts, hydraulic information, equipment recommendations, cost estimates, or other planning information provided by IVGID are provided for reference only. The D-B Team shall independently verify all information and shall retain full professional responsibility for the final design and engineering of the complete snowmaking system.

Project Budget

IVGID's planning opinion of probable construction cost is approximately $8,000,000. Current estimates are informational only and are not a representation of market price or a GMP.

Fiscal Year 2027 funding is anticipated to support permitting, D-B Team design and preconstruction services, and authorized initial long-lead procurement. Each construction package remains subject to appropriation and Board approval.

Preconstruction Services

The selected D-B Team will function as an active member of a project team led by IVGID. Services must be tailored to a multi-season, high-pressure mountain utility project and must produce decisions and deliverables that permit IVGID to evaluate scope, cost, risk, schedule, and value before authorizing each construction package. The following are expected as part of the preconstruction services:

Project management and team integration

Field verification and investigations

Constructability and design-phase review

Cost planning and budget control

Master schedule, annual phasing, and logistics

Permitting and Environmental Support o Support the District and design team with constructability information, quantities, schedules, methods, logistics, and cost data required for applicable approvals and permits.

o The District will coordinate with the Tahoe Regional Planning Agency (TRPA), Washoe County, fire authorities, utilities, and other agencies, with technical and permitting support provided by the D-B Team, as required.

Procurement and subcontracting plan

GMP development and negotiations

Construction-Phase Services

If IVGID and the D-B Team execute a construction agreement for an authorized package, the D- B Team will provide complete construction management and general contracting services for that package. Requirements will be further defined by the final Contract Documents and negotiated GMP exhibits. The following are expected as part of the construction phase services:

General construction management

Safety, quality, and environmental compliance

Existing-system continuity and cutovers

Testing, commissioning, training, and closeout

Construction Scope

The quantities, products, locations, and operating concepts in this Article and the appendices are preliminary. The final scope is governed by formal issue of engineered Contract Documents and the applicable GMP exhibits. The D-B Team must verify conditions and may not rely on planning documents as fabrication or installation drawings.

High-pressure water distribution o Approximately 30,000 LF of high-pressure water main in addition to required laterals and appurtenances, generally aligned along one side of designated ski trails.

o Anticipated operating zones from approximately 300 psi in lower-pressure areas to approximately 1,100 psi peak pressure in high-pressure areas. Design, material, pressure class, fittings, restraint, anchors, and test pressure will be established by the Engineer of Record.

o Pipe, fittings, valves, drains, air release, pressure-control devices, meters/sensors, supports, thrust restraint, corrosion protection, specialty crossings, connections, caps, markers, warning tape, tracer/locating systems, and all appurtenances for a complete system.

o Trenching, excavation, rock removal, bedding, backfill, compaction, erosion control, drainage restoration, trail grading, surface restoration, revegetation, and protection of existing improvements.

Snow-gun, vault, and hydrant locations o Approximately 92 automated tower-mounted fan-gun locations, with final gun type, tower height, orientation, foundations, and distribution determined by the design documents.

o Below-grade vaults or enclosures serving each location with high-pressure water, three-phase 480V power, communications, controls, drainage, freeze protection, access, and safety provisions.

o Hydrants, automated actuators, isolation, flexible connections, service access, foundations, bollards/markers or other protection, signage, and associated site restoration.

o A limited number of portable carriage-mounted fan guns and connection points, if included in the final equipment schedule.

Electrical distribution and communications o Electrical panels, transformers where required, disconnects, overcurrent and ground-fault protection, conduits, pull boxes, conductors, grounding/bonding, surge protection, controls power, labels, testing, and utility coordination.

o Communications cable, fiber/copper/radio infrastructure, antennas, network equipment, interfaces, enclosures, terminations, software and licensing requirements included in the issued documents, and verification of reliable coverage.

o Coordination of voltage drop, available fault current, selective coordination, arc-flash information, short-circuit/coordination studies, and other engineered electrical requirements as applicable.

Controls, automation, and pump-house integration o Integrated monitoring and automated operation of snow guns, weather inputs, water-line filling/pressure control, pump interfaces, and related system components.

o Coordination with existing pump-house controls, current pumps and motors, existing network infrastructure, cooling-tower systems, and operations requirements. Any proposed VFDs, valves, sensors, or pump-house modifications must be expressly shown in the final design and authorized GMP.

o Complete controls narratives, points lists, network architecture, interface responsibilities, functional test scripts, alarm handling, data ownership, remote support, cybersecurity, backup/recovery, and operator training.

o The issued procurement must comply with final District product decisions and NRS

338.140 requirements concerning named products and approved equals, including any documented matching-system or unique-product determination.

Materials and complete installation o Unless a final addendum or GMP expressly identifies an owner-furnished item, the

D-B Team's price must include purchase, delivery, storage, protection, installation, testing, commissioning, and warranty administration for all materials and equipment required for the authorized Work. This includes, without limitation, pipe, fittings, valves, conduit, conductors, transformers communications media, snowmaking equipment, towers, vaults, hydrants, panels, controls, foundations, specialty services, consumables, spare parts, and incidental work necessary for a complete and operable system.

ARTICLE 3 SUBMITTAL REQUIREMENTS

The Proposals to be submitted shall be indexed, shall be separated into the following specific categories, and the information within each category shall be ordered to match those listed in this RFP. Submittals shall be limited to 25 pages

A cover letter shall be included that addresses pertinent general information as deemed appropriate by the D-B Team. The cover letter shall also include the appropriate contact person for the D-B Team, along with their phone number and e-mail address.

1. D-B Team General Information

a. Firm Information: Provide firm name, business address, year established, type of firm ownership (i.e., single source, joint venture), name and address of parent company, former parent company names, Nevada business license number, name and contact information for principal personnel, areas of responsibility, and total number of personnel.

b. Project Personnel Organizational Chart: Indicate lines of responsibility and/or communication.

2. Key Personnel Qualifications

a. Provide a resume for each key person that will be assigned to this project. Include their name and title, project assignment, total years of experience, years of experience with this firm, education including degree(s), year and discipline, active registrations and licenses including the number and state, other qualifications, and experience.

i. Design-Build Project Manager

ii. Construction Manager/Superintendent

iii. Snowmaking System Designer/Engineer

iv. Civil Engineer

v. Electrical Engineer

vi. Controls/Automation Lead

vii. Estimator

viii. Commissioning Lead

3. Project Experience

a. Include experience from a minimum of three (3) projects involving the integrated design and construction of automated mountain snowmaking systems of comparable pressure, elevation, complexity, scale and cost. Include project name, project description, client reference for each project (including contact name, address, telephone number, and email), completion date, project budget, type of services provided, delivery method, and other pertinent information.

b. Include a statement as to whether the proposed key personnel were involved in any of the listed projects.

4. Past Performance

For each project listed under project experience (above), provide the following information:

a. List the name, location, and a general description of each project.

b. List original contract amount versus final contract amount. Explain any cost deviations.

c. List your firm’s record of schedule performance (list original schedule versus final completion date). Explain any schedule deviations.

5. Project Understanding and Approach

a. Describe the D-B Team's understanding of the Project, including key opportunities, challenges, and project considerations.

b. Describe the D-B Team 's proposed approach to advance the preliminary system concept through final design; validate hydraulic assumptions; determine final pipe sizing and pressure classes; establish final gun locations; evaluate electrical demand and distribution;

design communications and controls; coordinate pump-house interfaces; address constructability in steep mountain terrain; phase construction while maintaining snowmaking operations; develop permit documents; and progressively validate construction cost.

c. Describe the D-B Team’s approach to maintaining the project schedule and budget throughout the design process.

6. Safety and Environmental Program

a. Provide a summary description of your safety and environmental programs.

b. Provide your safety record for the last five (5) years.

c. Provide a summary of experience with the Tahoe Regional Planning Agency (TRPA).

7. Miscellaneous Submittal Requirements

a. The D-B Team shall include a copy of their current Certificate of Eligibility.

b. The D-B Team shall include a copy of their current Nevada Contractor’s License.

c. The D-B Team shall include a copy of their current Qualified Bidder Status letter (per

NRS 338.1379).

d. The D-B Team shall submit a statement as to whether their firm has been found liable for breach of contract with respect to a previous project, other than breach for legitimate cause, during the five (5) years preceding the date of this Request for Proposals.

e. The D-B Team shall submit a statement as to whether the firm has been disqualified from being awarded a contract pursuant to Nevada Revised Statutes (NRS) Sections 338.017 or 338.13895.

8. Insurance and Bonding Capacity

a. Submit evidence of ability to obtain all insurance as stipulated in the General Conditions of the Contract.

b. Submit evidence of the financial capability of your bonding company.

c. Submit evidence that your bonding company is listed by the United States Treasury.

d. Submit written certification or other appropriate evidence from your bonding company confirming that your firm will have bonding capacity if this project, estimated at the value listed in Article 2 of this Request for Proposals, is added to your current and anticipated workload.

e. Submit evidence that your firm is covered by workers’ compensation insurance as stipulated in the General Conditions of the Contract.

9. Client References D-B Team shall provide a minimum of four (4) client references. Submission of references constitutes the D-B Team's authorization for IVGID to contact the listed references regarding the firm's qualifications and performance.

10. Fee Proposal

The Fee Proposal will be submitted once the D-B Team has been selected. Do not submit a Fee Proposal with this package.

ARTICLE 4 RFP SCHEDULE

The following dates are tentative and are subject to revision by the Owner:

RFP for D-B Team Advertised ............................................................................ August 25, 2026 RFP - Last Day for Questions ........................................................... September 8, 2026, 2:00 pm RFP - Last Day for Addenda ......................................................................... September 15, 2026 Proposals Due ................................................................................. September 24, 2026, 2:00 pm Notification Letter Issued to Short-Listed D-B Team .................................... September 25, 2026 Interviews Scheduled ........................................................................................ October 5-9, 2026 D-B Team Selection ........................................................................................... October 13, 2026 Board of Trustees’ Approval .......................................................................... November 11, 2026 Anticipated Start Date for Pre-Construction Services Phase 1 ....................... November 12, 2026

Anticipated Start Date for Construction Services Phase 1......................................... April 1, 2027 Anticipated Start Date for Pre-Construction Services Phase 2 ................................. Oct. 15, 2027 Anticipated Start Date for Construction Services Phase 2......................................... April 1, 2028 Anticipated Start Date for Pre-Construction Services Phase 3 ................................. Oct. 15, 2028 Anticipated Start Date for Construction Services Phase 3......................................... April 1, 2029 Anticipated Start Date for Pre-Construction Services Phase 4 ................................. Oct. 15, 2029 Anticipated Start Date for Construction Services Phase 4......................................... April 1, 2030

ARTICLE 5 SELECTION, EVALUATION AND CRITERIA

Evaluation of the D-B Teams will be based on the information submitted in response to Article 3, Proposal Submittal Requirements.

Phase 1 – Qualification Phase, Shortlist Criteria

1. Key Personnel Qualifications 20 Points

2. Project Experience (Similar Projects) 20 Points

3. Past Performance 15 Points

4. Project Understanding and Approach 35 Points

5. Safety and Environmental Program 10 Points

Selection Point Subtotal 100 Points

Nevada Business License .............................................................................................Pass/Fail Certificate of Eligibility ................................................................................................Pass/Fail Certification Regarding Debarment, Suspension and Other Responsibility Matters ...Pass/Fail Bonding Evidence ........................................................................................................Pass/Fail Insurance Evidence ......................................................................................................Pass/Fail

Phase 2 – Final Selection and Interviews

1. Key Personnel Qualifications 10 Points

2. Project Experience (Similar Projects) 20 Points

3. Past Performance 10 Points

4. Project Understanding and Approach 30 Points

5. Safety and Environmental Program 10 Points

6. Fee Proposal Program .......................................................................................... 20 Points

Selection Point Subtotal 100 Points

ARTICLE 6 WITHDRAWAL OF PROPOSAL

The D-B Team’s authorized representative may, prior to the date and time set as the deadline for receipt of the Proposals, modify or withdraw a response via Planet Bids. A modification or withdrawal received by IVGID Engineering Division’s Planet Bids website before 2:00 p.m. (PST) on September 24, 2026, shall be considered timely.

ARTICLE 7 TECHNICALLY UNACCEPTABLE/NON-RESPONSIVE

IVGID reserves the right to reject any or all Proposals, waive minor informalities or irregularities, request clarification of information submitted, re-advertise this RFP, or cancel the procurement process at any time and for any reason.

Proposals determined by IVGID to be materially non-responsive to the requirements of this RFP may be rejected. A materially non-responsive Proposal is one that fails to comply with the RFP terms, conditions, instructions, or submittal requirements in a manner that affects the proposer’s ability to meet the District’s requirements or the District’s ability to fairly evaluate the Proposal.

ARTICLE 8 ANTI-LOBBYING CLAUSE

During the period beginning on the date of issuance of this RFP by IVGID and ending on the date of substantial completion and Project acceptance by IVGID, no person or entity submitting a Proposal in response to this RFP, nor any officer, employee, representative, agent, or consultant representing such person or firm, shall communicate with the IVGID Board of Trustees, advisors, staff, or employees regarding this RFP or the scope of services described herein, except for: (1) communications with IVGID’s Submittal Contact identified in the Owner section above under Designated Contacts and Communication (Bree Waters), of this RFP; and (2) communications that are in response to inquiries initiated by IVGID with regard to the written review and modification process, or for purposes of clarifying some element of a Proposal or response; and (3) communications with the Evaluation Committee during the interview process.

ARTICLE 9 DISQUALIFICATION OF PROPOSALS

A D-B Team may be disqualified, and Proposals may be rejected for any of, but not limited to, the following causes:

1. Lack of signature by an authorized representative on the Proposal

2. Failure to properly complete the Proposal

3. Evidence of collusion among D-B Teams

4. Violation of Article 8 Anti-Lobbying Clause

IVGID reserves the right to waive any minor informality or irregularity, or to request clarification of such minor informalities or irregularities from any or all Prospective D-B Teams.

ARTICLE 10 CONFLICT OF INTEREST

No employee, officer, or agent of IVGID shall participate in the selection, or in the award or administration, of the Agreement if a conflict of interest, real or apparent, would be involved. Such a conflict would arise when one of the following has a financial or other interest in any firm proposing on or selected for the award:

1. The employee, or an officer or agent of the employee

2. Any member of the employee’s immediate family

3. The employee’s business partner

4. An organization which employs, or is about to employ, any of the above

IVGID's officers, employees, and agents shall neither solicit nor accept gratuities, favors, or anything of monetary value from D-B Teams, prospective D-B Teams, or their consultants, subcontractors, or subconsultants where the intent could reasonably be inferred as influencing an employee in the performance of their duties or as a reward for any official act.

Prior to entering into the D-B Team Agreement, the D-B Team is required to inform IVGID of any real or apparent organizational conflict of interest. Such organizational conflict of interest exists when the nature of the work to be performed under an Agreement may, without some restriction on future activities, result in an unfair competitive advantage to the D-B Team, or may impact the D-B Team’s objectivity in performing the Work.

ARTICLE 11 COLLUSION CLAUSE

Any evidence of agreement or collusion among D-B Teams will render the Proposal of such D-B Team void.

Advance disclosures of any information to any particular D-B Team, which gives that particular D-B Team any advantage over any other Prospective D-B Team, in advance of the opening, made or permitted by a member of IVGID or representative thereof, will operate to void all proposals of that particular bid, solicitation, or request.

ARTICLE 12 RFP APPENDIX

Appendices to this RFP are:

Appendix A – Business License Information

Appendix B – Certificate Regarding Debarment, Suspension and Other Responsibility Matters

Appendix C– Sample Design Build Agreement

APPENDIX A

BUSINESS LICENSING INFORMATION

BUSINESS LICENSING INFORMATION All vendors doing business within IVGID are required to obtain and maintain a current business license from Washoe County prior to commencement of work.

Vendor(s) awarded a contract resulting from this bid shall be required to obtain a current business license if they do not already hold one.

Washoe County Business License Number:

Date Issued:

Date of Expiration:

Name of Licensee:

City, State, Zip Code of Licensee:

Telephone Number of Licensee:

Taxpayer Identification Number:

APPENDIX B

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER

RESPONSIBILITY MATTERS

The prospective bidder, _________________________________________________certifies to the best of its knowledge and belief that it and its principals:

(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency;

(b) Have not within a three year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

(c) Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (b) of this certification; and

(d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default.

I understand that a false statement on this certification may be grounds for rejection of this proposal or termination of the award. Any exceptions provided will not necessarily result in denial of award, but will be considered in determining bidder responsibility and whether or not IVGID will enter into contract with the party. For any exception noted, indicate on an attached sheet to whom it applies, initiating agency, and dates of action. Providing false information may result in criminal prosecution or administrative sanctions.

Typed Name & Title of Authorized Representative

Signature of Authorized Representative Date

I am unable to certify the above statement. My explanation is attached.

Signature Date

APPENDIX C

SAMPLE DESIGN-BUILD AGREEMENT EXAMPLE

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STANDARD AGREEMENT BETWEEN DESIGN-BUILDER AND DESIGN PROFESSIONAL

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ConsensusDocs® 420

STANDARD AGREEMENT BETWEEN DESIGN-BUILDER AND DESIGN PROFESSIONAL

TABLE OF ARTICLES

1. AGREEMENT

2. GENERAL PROVISIONS

3. DESIGN PROFESSIONAL’S RESPONSIBILITIES

4. DESIGN-BUILDER’S RESPONSIBILITIES

5. SCHEDULE

6. DESIGN PROFESSIONAL’S COMPENSATION AND PAYMENTS

7. INDEMNITY AND INSURANCE

8. TERMINATION

9. DISPUTE MITIGATION AND RESOLUTION

10. MISCELLANEOUS

ARTICLE 1 AGREEMENT

This Agreement is made this [_____] Day of [_____] in the year [_____] by and between the

DESIGN-BUILDER [_____]

and Design Professional [_____]

Tax identification number (TIN) [_____] License identification for the state of the Project [_____] for services in connection with the following

PROJECT [_____].

Owner is [_____]

ARTICLE 2 GENERAL PROVISIONS

2.1 STANDARD OF CARE Design Professional shall furnish and provide the architectural and engineering Services necessary to design the Project in accordance with Owner’s requirements, as outlined in Owner’s Program and other relevant data defining the Project. The architectural and engineering Services shall be performed in accordance with the standard of professional skill and care required for a project of similar size, location, scope, and complexity, during the time in which the Services are provided.

2.2 TEAM RELATIONSHIP Design Professional will cooperate and exercise Design Professional’s skill and judgment in performing Services. Design Professional represents that it possesses the skill, expertise, and licensing to perform the Services. The Parties agree to work together in good faith, and fair dealings, and shall take actions reasonably necessary to enable each other to perform this Agreement in a timely, efficient, and economical manner. The Parties shall each endeavor to promote harmony and cooperation among all Project participants.

2.3 ETHICS The Parties shall each perform their obligations with integrity, and each will, at a minimum:

(a) avoid conflicts of interest and disclose any which may arise promptly to the other Party; and (b)

ConsensusDocs® 420 – Standard Agreement Between Design-Builder and Design Professional - © 2011, 2017, Revised June 2022.

THIS DOCUMENT MAY HAVE BEEN MODIFIED. The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes. Consultation with legal and insurance counsel are strongly encouraged. You may only make copies of finalized documents for distribution to parties in direct connection with this contract.

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warrant to the other Party that it has not and shall not pay nor receive any contingent fees or gratuities to or from the other Party, including its agents, officers, and employees, subconsultants, or others for whom they may be liable, to secure preferential treatment.

2.4 DEFINITIONS

2.4.1 “Agreement” means this ConsensusDocs 420 Standard Agreement Between Design-Builder and Design Professional, as modified, and the exhibits and attachments made part of this agreement upon its execution.

2.4.1.1 The following exhibits are part of this Agreement:

EXHIBIT A: Design-Build Agreement and General Conditions Between Owner and Design-Builder, dated [_____], [_____] pages.

EXHIBIT B: Project Worksite Information, including Owner's Program, Design- Builder's Project schedule, including Design-Builder’s schedule of the Work, and any other relevant information, dated [_____], [_____] pages.

EXHIBIT C: Existing Contract Documents, [_____] pages.

EXHIBIT D: Direct Personnel Expense Rates, dated [_____], [_____] pages.

EXHIBIT E: Key Project Personnel, dated [_____], [_____] pages.

EXHIBIT F: Reimbursable Expenses, dated [_____], [_____] pages.

EXHIBIT G: Services related to Basic Services, dated [_____], [_____] pages.

EXHIBIT H: Other Additional Services, dated [_____], [_____] pages.

2.4.2 “Business Day” means all Days, except weekends and official federal or state holidays where the Project is located.

2.4.3 “Consultant” is a person or entity that contracts with Design Professional to provide professional architectural, engineering, or other consulting services for this Project.

2.4.4 The Contract Documents govern the relationship between Design-Builder and Design Professional. The “Contract Documents” consist of this Agreement, and any written amendments, addenda, or modifications to this Agreement as agreed to by the Parties.

2.4.5 “Day” means calendar Day.

2.4.6 “Design-Builder's Work” is the design and construction services required of Design-Builder to fulfill its obligations pursuant to the Prime Agreement with Owner (the Work). Design Professional’s Services are a portion of the Work.

2.4.7 “Design Professional” means the person or entity identified in ARTICLE 1 and includes Design Professional's representative.

2.4.8 A “Hazardous Material” is any substance or material identified as hazardous under any federal, state, or local law or regulation, or any other substance or material which may be considered hazardous or otherwise subject to statutory or regulatory requirement governing handling, disposal, or clean-up.

2.4.9 “Laws” mean federal, state, and local laws, ordinances, codes, rules, and regulations applicable to the Services and with which Design Professional must comply that are enacted as of the Agreement date.

2.4.10 “Owner” is the person or entity identified as such in ARTICLE 1 and includes Owner's Representative as identified in the agreement between Owner and Design-Builder.

ConsensusDocs® 420 – Standard Agreement Between Design-Builder and Design Professional - © 2011, 2017, Revised June 2022.

THIS DOCUMENT MAY HAVE BEEN MODIFIED. The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes. Consultation with legal and insurance counsel are strongly encouraged. You may only make copies of finalized documents for distribution to parties in direct connection with this contract.

2.4.11 “Owner's Program” means an initial description of the Owner's objectives that shall include budgetary and time criteria, space requirements and relationships, flexibility and expandability requirements, special equipment and systems, and site requirements.

2.4.12 “Parties” mean Design-Builder and Design Professional collectively.

2.4.13 “Prime Agreement” means Design-Builder’s agreement with Owner, attached as Exhibit A.

2.4.14 The “Project,” as identified in ARTICLE 1, is the building, facility, or other improvements for which Design-Builder is to perform pursuant to the Prime Agreement. It may also include improvements to be undertaken by Owner or others retained by Owner.

2.4.15 “Services” mean the services provided by Design Professional or by consultants retained by Design Professional for the Project, including coordination of design services of subcontractors who may be procured by Design-Builder to provide both design and construction services for certain Project elements. The Services include basic services provided in the Design and Construction Phases plus Additional Services as may be authorized by Design-Builder.

2.4.16 “Substantial Completion” occurs on the date when construction is sufficiently complete in accordance with the Prime Agreement so that Owner can occupy or utilize the Project, or a designated portion, for the use for which it is intended. This date shall be confirmed by a certificate of Substantial Completion signed by Owner and Design-Builder.

2.4.17 “Worksite” means the geographical area of the Project location identified in ARTICLE 1 where the Work is to be performed.

ARTICLE 3 DESIGN PROFESSIONAL’S RESPONSIBILITIES

3.1 OBLIGATIONS DERIVATIVE Design-Builder and Design Professional are mutually bound by the terms of this Agreement. To the extent that the terms of the agreement between Owner and Design- Builder apply to the performance of Design Professional’s Services, then Design-Builder assumes toward Design Professional all the obligations, rights, duties, and remedies that Owner assumes toward Design- Builder. In an identical way, Design Professional assumes toward Design-Builder all the same obligations, rights, duties, and remedies that Design-Builder assumes toward Owner. In the event of an inconsistency among the documents, the specific terms of the ConsensusDocs 420 Standard Agreement as modified by the Parties shall govern.

3.1.1 PROJECT REQUIREMENTS Design Professional, in order to determine the requirements of the Project, shall review the information in Exhibit B. Design Professional shall review its understanding of the Project requirements with Design-Builder. Design Professional shall assist Design-Builder to revise, without additional compensation, (a) documents which have been identified as presenting constructability problems; and (b) documents needing revisions to reflect clarifications and assumptions and allowances on which a guaranteed maximum price is based.

3.2 BASIC SERVICES Design Professional’s Basic Services consist of a review of the Project information furnished by Design-Builder and the provision of the Schematic Design Documents, Design Development Documents, Construction Documents, Guaranteed Maximum Price (GMP) Documents (if required), bidding or negotiation assistance, Construction Phase Services, and other basic services as may be provided in §3.2.19, and shall include architectural, structural, mechanical, electrical, and site design.

Design Professional shall coordinate its Services with all services of design consultants and subcontractors retained by Design-Builder. These services shall be performed in accordance with the Project schedule established by Design-Builder pursuant to ARTICLE 5. If required by Design-Builder, ConsensusDocs® 420 – Standard Agreement Between Design-Builder and Design Professional - © 2011, 2017, Revised June 2022.

THIS DOCUMENT MAY HAVE BEEN MODIFIED. The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes. Consultation with legal and insurance counsel are strongly encouraged. You may only make copies of finalized documents for distribution to parties in direct connection with this contract.

Any other uses are strictly prohibited.

Design Professional shall assist Design-Builder in preparing the Preliminary Evaluation, Project schedule, and estimate for Owner's written approval. In addition, Design Professional shall furnish design services that are required by elected green measures and green status identified in Owner’s program. If additional services are required, (i.e. serving as a green building facilitator or submitting documentation for LEED certification), such services shall be included as Additional Services. Design Professional shall deliver documents in a format consistent with Owner’s Program, including use of Building Information Modeling (BIM), which shall be governed by the ConsensusDocs 301 BIM Addendum or a separate addendum.

3.2.1 SCHEMATIC DESIGN DOCUMENTS Based on the Preliminary Evaluation and other relevant information, Design Professional shall prepare, for approval by Design-Builder and Owner, Schematic Design Documents consisting of drawings, outline specifications, and other conceptual documents illustrating the Project’s basic elements, scale, and their relationship to the Worksite.

Unless documents are required to be transmitted in electronic form, two printed sets and one reproducible set of these documents shall be provided to Design-Builder. When Design Professional submits the Schematic Design Documents, Design Professional shall identify in writing all material changes and deviations that have taken place from the Preliminary Evaluation, Project schedule, and estimate. Following completion of the Schematic Design Documents, Design Professional shall cooperate with Design-Builder in updating the preliminary Project schedule and estimate.

3.2.2 DESIGN DEVELOPMENT DOCUMENTS Based on the approved Schematic Design Documents, Design Professional shall prepare, for approval by Design-Builder, Owner, and governmental authorities, including revisions necessary to secure such approvals, Design Development Documents. The Design Development Documents shall further define the Project, including drawings and outline specifications fixing and describing the Project size, character, site relationships, and other appropriate elements incorporating the structural, architectural, mechanical, and electrical systems. When Design Professional submits the Design Development Documents, Design Professional shall identify in writing all material changes and deviations that have taken place from the approved Schematic Design Documents. Unless documents are required to be transmitted in electronic form, two printed sets and one reproducible set of these documents shall be provided to Design-Builder. Following completion of the Design Development Documents, Design Professional shall cooperate with Design-Builder in updating the Project schedule and estimate.

3.2.3 CONSTRUCTION DOCUMENTS Based on the approved Design Development Documents and subject to the requirements of the subsection immediately below, if a GMP proposal has been prepared and accepted, Design Professional shall prepare, for approval by Design-Builder, Owner, and governmental authorities, including revisions necessary to secure such approvals, Construction Documents setting forth in detail the requirements for construction of the Project, consisting of drawings and specifications that comply with codes, laws, and regulations enacted at the time of their preparation. When Design Professional submits the Construction Documents, Design Professional shall identify in writing all material changes and deviations that have taken place from the approved Design Development Documents. The Construction Documents shall describe all work necessary to construct the Project. Unless documents are required to be transmitted in electronic form, two printed sets and one reproducible set of these documents shall be provided to Design-Builder. Following completion of the Construction Documents, and if a GMP has not been prepared and accepted, Design Professional shall cooperate with Design-Builder in updating the Project schedule and estimate.

3.2.4 GUARANTEED MAXIMUM PRICE (GMP) PROPOSAL Upon request of Owner and agreement by Design-Builder, Design-Builder will prepare a GMP Proposal. If the Proposal is prepared prior to completion of the Construction Documents, Design-Builder will include in the Proposal a statement of the assumptions and qualifications on which the GMP is based. Prior to submission of the proposal to Owner, Design Professional shall review the Proposal and advise

ConsensusDocs® 420 – Standard Agreement Between Design-Builder and Design Professional - © 2011, 2017, Revised June 2022.

THIS DOCUMENT MAY HAVE BEEN MODIFIED. The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes. Consultation with legal and insurance counsel are strongly encouraged. You may only make copies of finalized documents for distribution to parties in direct connection with this contract.

Any other uses are strictly prohibited.

Design-Builder of any errors, omissions, or inconsistencies it may discover. Following acceptance of the Proposal by Owner, Design Professional shall complete the Construction Documents, incorporating the agreed-upon assumptions and clarifications. Design-Builder and Design Professional shall work together to monitor the completion of the drawings and specifications so that the Project can be completed within the GMP and by the date of Substantial Completion. Unless documents are required to be transmitted in electronic form, two printed sets and one reproducible set of the drawings and specifications on which the GMP is based shall be provided to Design- Builder.

3.2.5 BIDDING AND NEGOTIATION ASSISTANCE Design Professional shall assist Design-Builder in obtaining bids from subcontractors and major suppliers by providing necessary drawings, specifications, and addenda, attending pre-bid meetings, and clarifying the scope and intent of the Construction Documents.

3.2.6 CONSTRUCTION PHASE SERVICES The Construction Phase shall commence upon the issuance of a written notice from Owner to proceed with construction. Design Professional shall furnish interpretations and clarifications of the drawings and specifications, by means of additional drawings, addenda, or otherwise, as are necessary for the proper execution and progress of the Project. All such interpretations and clarifications shall be consistent with the intent of the Construction Documents and reasonably inferable from them.

3.2.7 Design Professional shall review and approve or otherwise respond to Design-Builder's submittals, including shop drawings, product data, and samples. Submittals shall be checked for conformance with the design and scope of the Project and for compliance with the Construction Documents.

3.2.8 Approval by Design-Builder or Owner shall not be deemed to be an assumption of responsibility by Design-Builder or Owner for any error, inconsistency, or omission in the drawings and specifications or other documents prepared by Design Professional, its employees, subcontractors, agents, or consultants, who shall be responsible for any such error, inconsistency, or omission.

3.2.9 Design Professional shall have reasonable access to the Worksite at all times.

3.2.10 If communications are not through Design-Builder, Design Professional shall inform Design- Builder of the communications Design Professional has with Owner and Design-Builder's subcontractors and suppliers.

3.2.11 Design Professional shall visit the Worksite at appropriate intervals but not less than [_____] ([_____]) times, or pursuant to such schedule…