RFQ 23-06 Addendum 01 2023-10-11.pdf

ADDENDUM 01

Project: CPSD Mae Richardson Gymnasium Design-Build RFQ Date: October 11, 2023

Request for Proposal No.: ITB #23-06

Project Address: 200 W. Pine Street, Central Point, OR, 97502

Owner: Central Point School District #6

Issued By: Spencer Davenport, Chief Projects Officer

Instructions to Prospective Proposers:

This Addendum forms a part of the Contract Documents and modifies the original RFQ Documents and/or prior Addenda as noted below. This Addendum consists of two pages, plus the attached Progressive Design-Build Agreement and Exhibits (95 pages), for a total of 97 pages.

1. Changes to prior Addenda: (none)

2. Changes to Cover Page Schedule:

1) November 6, 2023 – The top three (3) Proposers will be selected and notified.

2) November 17, 2023 @ 2:00PM – Design Proposals due from the top three (3) Proposers.

3) November 27 – December 1, 2023 – Presentation and Interviews will be scheduled.

4) December 6, 2023 – Intent to Award

5) January 1, 2024 – Notice to Proceed

3. Changes to Section 4.9 Selection Process:

1) Replace Section 4.9 Selection Process with the language below:

The selection of a Design-Build Contractor (DBC) will be a two-phase submission process.

Proposals will be evaluated and scored by the District’s Evaluation Committee. The top three (3) Proposers will then be asked to prepare a Design Proposal and will be scheduled for a Presentation and Interview. The successful Proposer will be the one that scores the highest overall points, providing the best value to the District.

4. Changes to Section 5.3 Proposal Format:

1) Add the following language to Section 5.3 Proposal Format:

Design Proposal – If selected as one of the top three (3) Proposers, a Design Proposal will be required to be provided at a date prior to the Presentation and Interview. The Design Proposal shall be no more than three (3) pages in PDF format and include at least one (1) base concept drawing with project costing information. Designs may differ from the ORW Project Conceptual Plan provided in this RFQ. Proposers are encouraged to propose ideas for achieving the District’s financial and program goals.

5. Changes to Section 6.3 Evaluation Criteria and Scoring

1) Clarification: The Presentation portion of the Evaluation Criteria will be for the scoring of

Design Proposals as presented by the Proposer, along with any other information the Proposer decides to include in the presentation within the time allowed.

6. Changes to Exhibit 1 Sample Design-Build General Conditions

1) Replace Exhibit 1 with the attached Progressive Design Build Agreement and Exhibits, as amended by the District.

7. Changes to Exhibit 2 Sample Design-Build Agreement

1) Replace Exhibit 2 with the attached Progressive Design Build Agreement and Exhibits, as amended by the District.

End of Addendum

PROGRESSIVE DESIGN-BUILD CONTRACT Page 1 of 33

PROGRESSIVE DESIGN-BUILD AGREEMENT

MAE RICHARDSON ELEMENTARY (MRE) GYMNASIUM

PARTIES: Jackson County School District No. 6 dba “Central Point School District No. 6” (the “Owner”)

300 Ash Street

Central Point, OR 97502

______________________________ (“Design-Builder”)

RECITALS:

A. Owner selected Design-Builder to perform work for the Owner through an alternative contracting method, the “design-build” delivery method, a form of procurement that results in a public improvement contract in which the construction contractor also provides or obtains specified design services and that is exempted from the competitive bidding process. Design-Builder’s Proposal earned the highest total score from all proposals received.

B. The Project generally consists of planning, criteria design, budgeting, design, and construction for a gymnasium at Mae Richardson Elementary School. The Project and anticipated scope of work are further defined in this Agreement and the Contract

Documents.

C. This Agreement contemplates a limited initial scope of work by the Design-

Builder for a Pre-Construction Phase, including planning, criteria design and target budgeting, proposed phasing or Subproject(s) for the Project, design, and creation of construction documents. If the criteria documents are approved by the Owner, and a scope and fee can be agreed to, the Parties intend to enter into one or more

Guaranteed Maximum Price (“GMP”) amendments for design completion and construction of the Project or Subproject(s).

AGREEMENT:

1. DEFINED TERMS

Unless defined in this Agreement, capitalized terms have the meanings assigned to them in the General Conditions.

2. TERM; SCOPE OF WORK; INCORPORATION OF DOCUMENTS

A. Term. This Contract shall be effective when signed by both parties and

Design-Builder has submitted the required certificates of insurance and performance and payment bonds. It shall remain in effect until the work on the Project has been completed and the warranty period has expired, unless sooner terminated. The earlier termination of this Agreement or expiration of the term does not affect any right that arose prior to expiration or termination, and terms that by their nature survive expiration or termination shall remain

PROGRESSIVE DESIGN-BUILD CONTRACT Page 2 of 33 in effect after expiration or termination.

1. Work shall commence as stated in the notice to proceed from Owner to

Design-Builder. Multiple notices to proceed may be issued for the phases of work.

B. The Work generally consists of the following Phases as further defined in this

Agreement and the Scope of Work (Exhibit 2). Phases not fully defined in the

Scope of Work will be refined and may be added to this Agreement by amendment, if future scopes of work can be agreed to between the Parties.

The estimated amount for all phases not included in this Scope of Work is

$_________. All provisions of the Contract Documents apply to each Phase of

Work, or portion thereof, as it proceeds in the sole discretion of the Owner, whether any Phase is proceeding in whole or in part, individually or in connection with any other Phase:

1. Planning Phase:

i Visioning and goal-setting ii Sustainability criteria (decisions on goals and certifications, if any) iii Preliminary project estimate

2. Criteria Design & Target Budget Phase:

i Establish the minimum criteria design ii Set the Target Budget.

iii Establish the project plan moving forward iv Identify any additional phases to efficiently complete the project.

3. Design Phase(s):

i Permitting and Construction Documents ii The team will work collaboratively to design the project. Based on the planning phase, there may be multiple design packages to be completed, permitted and constructed.

4. Construction Phase(s): Construction may commence for each phase once a GMP Amendment is signed for that scope of work and Notice to Proceed is given.

5. Post-Occupancy Warranty and After Care Phase:

i Warranty monitoring and corrections as required ii Post-Occupancy surveys and evaluations

C. The Design-Builder must provide all things necessary for the complete performance of the Work.

D. Collaboration. The Parties intend through the Contract Documents to establish a collaborative environment where all parties have the opportunity to contribute their best efforts for the benefit of the Project as a whole rather than the benefit of individual parties. The Parties agree to work together to create a culture of open and honest communication. The Parties agree to resolve disputes at the lowest level possible, including following the dispute resolution provisions in the Contract Documents. The Parties agree to integrate the design and construction teams as early as possible.

E. The Work must be performed in accordance with the terms of the Contract Documents.

F. This Agreement consists of the main text of this Progressive Design-Build

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Agreement and the following exhibits:

1. Exhibit 1, Design-Build General Conditions

2. Exhibit 2, Scope of Work

3. Exhibit 3, Compensation

4. Exhibit 4, GMP Amendment Form

5. Exhibit 5, Owner’s Reporting Requirements for Suspected Sexual Conduct With

Students

6. Exhibit 6, Owner’s Personal Electronic Devices and Social Media Policy

7. Exhibit 7, Sexual Conduct and Child Abuse Flyer

G. In addition, the following documents are part of the Design-Build Documents and are binding on the parties:

1. Any written amendments to this Agreement signed by both parties, including any GMP Amendments

2. Change Orders and Change Directives

3. Notice to Proceed

4. Project- specific specifications, as they are developed by Design-Builder and approved by the Owner

5. Construction Documents, as they are developed by Design-Builder and approved by the Owner

H. The Owner’s Project Manager, if any, Owner’s Representative, or such other person as may be designated by Owner will resolve any discrepancies between these documents. The following order of precedence (highest to lowest) shall apply to any review by the Project Manager or reviewing court.

The terms of this Agreement and all exhibits, as set forth in Section 2.F., control over any inconsistent provision of any document other than a Change Order.

1. Authorized Change Orders, Change Directives, and any written amendments or Addenda to the Contract

2. This Agreement, including exhibits (with the terms of this Agreement taking precedence over any inconsistent provisions in the General Conditions attached as Exhibit 1)

3. Approved Submittals

4. Shop Drawings

5. Information furnished by written notes and/or schedules on drawings

6. Plans

7. Product Data and Samples

8. Specifications

9. Large scale drawings over small scale drawings

10. Standard Details and Standard Drawings

11. Request for Proposal

12. Design-Builder’s Proposal

I. The Design-Builder’s Proposal was used to select Design-Builder for this

Project, and the Parties agree that the Design-Builder’s Proposal and concepts identified therein have been used in developing the Scope of Work, and demonstrates Design-Builder’s general approach and intent with the

Project. However, nothing in this Agreement shall be considered as an acceptance of the terms of the Proposal if the terms of the Proposal conflict or are otherwise incompatible with the express terms contained in this

Agreement and Attachments or in the Owner’s request for proposals.

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J. Design-Builder acknowledges that it has or has access to all the contract documents referred to in this Section and agrees to comply with all the contract documents.

3. EXAMINATION OF THE SCOPE OF WORK AND THE SITE

By executing this Agreement, the Design-Builder represents that its representatives have reviewed the Owner’s Scope of Work and visited the Project site, become familiar with the local conditions under which the Work is to be completed, correlated their personal observations with the requirements of the Contract Documents, and confirmed that the information contained in the Owner’s Scope of Work complies with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities.

4. DESIGN-BUILDER’S DUTIES AND STATUS

A. General Duties

1. The Design-Builder recognizes the relationship of trust and confidence established between the Design-Builder and the Owner by the Agreement. With respect to all construction activities, the

Design-Builder shall furnish its best skill, judgment, and cooperation in furthering the interests of the Owner. With respect to all design and professional service activities, the Design-Builder shall apply the technical knowledge and skill applied by similar designers and professionals in good standing where the Project is located.

2. The Design-Builder must comply with any applicable licensing requirements in the jurisdiction where the Project is located, including but not limited to ORS 701.026(1).

3. The Design-Builder shall perform the Work in accordance with the

Design-Build Documents. The Design-Builder shall not be relieved of the obligation to perform the Work in accordance with the Design-

Build Documents by the activities, tests, inspections or approvals of the Owner.

4. The Design-Builder agrees to furnish efficient business administration and superintendence, to use every effort to keep an adequate supply of design professionals, workers and materials on hand at all times, and to perform construction activities for the Work in the best and most sound way and in the most expeditious and economical manner consistent with the interests of the Owner.

5. The Design-Builder’s Designer shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. The Design-Builder will cooperate with the Project Manager or designee and Owner’s

Representative and utilize the Design-Builder’s professional skill, efforts and judgement in furthering the interests of Owner; to furnish efficient business administration and supervision; to furnish at all

PROGRESSIVE DESIGN-BUILD CONTRACT Page 5 of 33 times an adequate supply of workers and materials; and to perform the Work in conformance with the terms and conditions of the

Design-Build Documents in an expeditious and economical manner consistent with the interests of Owner.

6. When the Design-Build Documents require that a Subcontractor provide design professional services or certifications related to materials or equipment, or when the Design-Builder in its discretion provides such design services or certifications through a

Subcontractor, the Design-Builder shall cause such design professional services or certifications to be provided by a properly licensed design professional in the jurisdiction where the Project is located, whose stamp and signature shall appear on all drawings, calculations, specifications, and certifications.

B. Project Staffing

1. The following persons will serve in the following roles for the Design-

Builder:

a. __________________, Lead Project Manager

b. __________________, Construction Lead

c. __________________, Project Estimator

d. __________________, Project Superintendent

e. __________________

2. The firm of __________________ will serve as the Designer for the Design-Builder, and the following persons will service in the following roles for the Designer:

a. ______________________, Design Lead

b. ______________________, Project Architect

c. ______________________, Design Principal

3. Unless they leave the employ of the Design-Builder, the above-named persons must serve in these positions throughout the duration of the Design-Builder’s performance of the Contract except as approved otherwise in writing in advance by the Owner. Persons named to replace those set out above must be approved in writing in advance by the Owner, and shall shadow the person they are replacing at no cost to the Owner for at least two-weeks prior to stepping into the role. The Owner’s approvals as required by this subsection will not be unreasonably withheld.

4. The Design-Builder may not employ personnel, or contract with

Designers, Subcontractors or suppliers, to whom the Owner has made reasonable and timely objection. The Design-Builder will not be required to contract with anyone to whom the Design-Builder has made reasonable and timely objection.

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5. If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, either before or after their assignment to this Project, the Design-Builder must propose another to whom the Owner has no reasonable objection. If the rejected person or entity was reasonably capable of performing the Work, the

Guaranteed Maximum Price and Contract Time will be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute person or entity’s Work. However, no increase in the Guaranteed Maximum Price or Contract Time will be allowed for such change unless the Design-Builder has acted promptly and responsively in submitting names as required.

6. If the Design-Builder changes any of the Designer(s), Subconsultants or Subcontractors identified above or in subsequent subcontracts, the Design-Builder must notify the Owner and provide the name and qualifications of the new Designer(s), Subconsultants or Subcontractors. The Owner may reply within 14 days to the

Design- Builder in writing, stating (1) whether the Owner has reasonable objection to the proposed Designer or Subcontractors or

(2) that the Owner requires additional time to review. Failure of the

Owner to reply within the 14-day period constitutes notice of no reasonable objection.

7. Except for those persons or entities already identified or required in the GMP Amendment, the Design-Builder, as soon as practicable after execution of the GMP Amendment, must furnish in writing to the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Owner may reply within 14 days to the Design-Builder in writing stating (1) whether the Owner has reasonable objection to any such proposed person or entity or (2) that the Owner requires additional time for review. Failure of the Owner to reply within the 14-day period constitutes notice of no reasonable objection.

C. Submittals

1. Construction Documents, Shop Drawings and other submittals must be prepared by a licensed professional. Construction Documents, Shop Drawings and other submittals related to the Work designed or certified by such professionals must bear such design professional’s stamp and signature. The Owner is entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals.

2. The Design-Builder must direct specific attention, in writing or on resubmitted design and Construction Documents or other submittals such as Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the

Owner on previous submittals. In the absence of such written notice, PROGRESSIVE DESIGN-BUILD CONTRACT Page 7 of 33 the Owner’s approval of a resubmission will not apply to such revisions.

5. PRE-CONSTRUCTION PHASES 1, 2 AND 3.

A. Any information submitted by the Design-Builder, and any interim decisions made by the Owner, will be for the purpose of facilitating the design process and will not modify the Scope of Work or Design-Builder’s proposal unless the Owner and Design-Builder execute a Change Order or the Owner issues a Change Directive specifically identifying the change to the Owner’s Scope of Work.

B. The initial Scope of Work for the Project consists of Pre-Construction, including planning, criteria design and target budget, proposed phasing or identification of Subproject(s), and Design of the Project or Subproject(s) as further described in the Scope of Work (Exhibit 2).

1. The Design-Builder shall schedule and conduct meetings with the

Owner and any other necessary individuals or entities to discuss and review the Scope of Work to establish Design-Builder’s preliminary evaluation of the Project or Subproject(s) and to provide any and all preliminary engineering required to design the Project, as detailed in the Scope of Work or determined by the Design-

Builder, in consultation with the Owner, to be necessary to complete preliminary engineering for the Project. The Design-Builder shall not complete any technical analysis or evaluation without written approval from the Owner unless such analysis or evaluation is specifically authorized in the Scope of Work.

2. Planning, criteria design, and target budgeting shall each result in a written report from the Design-Builder to the Owner for review, as described in the Scope of Work.

3. The Owner will review the Design-Builder’s written report(s) and, if acceptable, provide the Design-Builder with written consent to proceed for the next Phase of the Project or Subproject(s) or portions thereof. The Owner may, in its sole discretion, provide written consent to proceed for any, all, or a combination of

Subproject(s), and direct Design-Builder to proceed to the

Construction Document Development as described below for any Subproject(s) or portion thereof, or to continue with any Pre-

Construction Phase work under this section. For any Subproject for which the Owner has not provided written consent to proceed, Design-Builder shall continue Pre-Construction Phase work otherwise directed by the Owner. The consent to proceed will not be understood to modify the Scope of Work unless the

Owner and Design-Builder execute a Change Order or the

Owner issues a Change Directive specifically identifying the change to the Scope of Work.

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C. Phase 3: Design and Construction Document Development

1. Following or concurrent with the initial Scope of Work for the

Project, at the sole discretion and direction of the Owner, the Owner and the Design-Builder agree to negotiate in good faith regarding the terms and conditions for Design Phase(s) of the Work, for the

Project or any Subproject(s) as identified through the initial Scope of Work. If the Parties reach agreement, a scope of work and not-to-exceed contract amount for the Design Phase(s) shall be added to this Contract by amendment (“Phase 3 Amendment”). Without limiting the Owner’s right to terminate this Contract, if the Owner and the Design-Builder are unable to agree on the terms and conditions of an amendment to this Contract for any Design

Phase(s), the Owner will have the right to one or more of the following actions:

a. Terminate this Contract pursuant to the General Conditions;

b. Terminate Design-Builder’s work for the Subproject or Phase for which a GMP Amendment was under negotiation; and/or

c. Continue this Contract for the remaining Design Work, or other continuation of the Work under this Contract, in the

Owner’s sole discretion.

2. If the Owner terminates the Contract or any portion thereof, then (1) the Owner will continue to have the rights and obligations set forth in subsection 11.B regarding the ownership and use of the Work

Product and (2) the Owner may obtain an assignment of some or all of the subcontracts and purchase orders (including but not limited to agreements with Designers). The amount of time allotted for negotiations and the timing of any termination will be determined in the Owner’s sole discretion.

3. Upon the Owner’s issuance of a written consent to proceed for a

Design Phase of the Project or any Subproject(s) or portion(s) thereof, the Design-Builder shall prepare and submit to the Owner for the Owner’s written approval Construction Documents as specified in the written consent to proceed and negotiated scope of work, sufficient to construct the Project or Subproject(s), including but not limited to Drawings and Specifications. Deviations, if any, from the Pre-Construction Phase or any other materials previously provided must be disclosed in writing and are subject to the approval of Owner.

4. The Design Phase is intended to include, without limitation and as further defined in agreed upon scopes of work, development and review of the Construction Documents including drawings, specifications and any required supplementals may include, pursuant to the written direction of the Owner:

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a. 30%, 60%, 90%, and/or 100% design of the Project or

Subproject(s);

b. An updated schedule, including proposed design milestones;

dates for receiving additional information from, or for work to be completed by, the Owner;

c. Anticipated date for the Design-Builder’s Construction

Proposal;

d. Dates of periodic design review sessions with the Owner;

e. Outline specifications or sufficient drawing notes describing construction materials; and

f. Comprehensive written estimate of the cost to design and construct the Project or Subproject(s) based upon the current

Design Development documents. Such written estimates must be submitted with the respective Design Development documents.

5. The Construction Documents must establish the quality levels of materials required. The Construction Documents must be consistent with the Design-Build Documents, including but not limited to the Scope of Work, and Preliminary Engineering, unless otherwise disclosed in writing, and must include all items necessary for the proper execution and completion of the Work and reasonably inferable from the Design-Build Documents, including but not limited to the Scope of Work, as being necessary to produce the indicated results.

6. The Design-Builder shall submit completed Construction

Documents to the Owner for the Owner’s approval. If the Owner discovers any deviations between the Construction Documents and the Design-Build Documents not previously disclosed by Design-

Builder, the Owner will promptly notify the Design-Builder of such deviations in writing. Unless the Owner and Design-Builder execute a Change Order or the Owner issues a Change Directive specifically identifying the particular deviation and Owner’s agreement with such deviation, the Design-Builder must correct the deviation and resubmit the Construction Documents. The

Construction Documents shall not modify the Design-Build

Documents, including but not limited to the Scope of Work, or

Preliminary Engineering. Acceptance of the Design Documents will not constitute the Owner’s acceptance of a deviation unless the deviation is specifically identified by the Design-Builder or included in a Change Order or Change Directive.

7. The Owner, Design-Builder, and its Designer will meet a minimum of twice a month until the completion of the milestone construction

PROGRESSIVE DESIGN-BUILD CONTRACT Page 10 of 33 document submittal, as described in the Owner’s written consent to proceed for this subphase, for the Work to review scope, quality, budget and other issues.

8. Before completion of the Construction Documents for the Work, the Owner, Design-Builder, and its Designer will perform an internal review of the Construction Documents, the Design-Builder’s schedule and any critical issues relating to scope, quality or budget. In addition to delivering to Owner copies of the

Construction Documents for the Work, including but not limited to

Drawings and Specifications, Design-Builder and Designer will make reasonable efforts to demonstrate to the Owner the scope and quality aspects of the design.

9. At the completion of the Owner’s, Design-Builder’s, and its

Designer’s Construction Documents review, if the Construction

Documents are acceptable to the Owner then the Owner will provide its written approval of the Construction Documents, including any revisions thereto made during the internal review. However, review or approval by Owner or its agents of design and Construction

Documents shall not relieve Design-Builder to the extent of its liability for any damages resulting from or arising out of professional errors or omissions in the design and Construction

Documents, except where Owner expressly directs such defective or deficient design and Design-Builder delivers to Owner its written objection thereto. Upon the Owner’s written approval of Construction

Documents, the Design-Builder, with the assistance of the Owner, shall prepare and file documents required to obtain necessary approvals of governmental authorities having jurisdiction over the

Project.

10. If required by Owner, the Design-Builder shall obtain from each of the Design-Builder's professionals and furnish to the Owner certifications with respect to the documents and services provided by such professionals (a) that, to the best of their knowledge, information and belief, the documents or services to which such certifications relate (i) are consistent with the Scope of Work set forth in the Design-Build Documents, except to the extent specifically identified in such certificate, (ii) comply with applicable professional practice standards, and (iii) comply with applicable laws, ordinances, codes, rules and regulations governing the design of the Project in effect at the time of the applicable permit; and (b) that the Owner and its consultants are entitled to rely upon the accuracy of the representations and statements contained in such certifications.

11. In the sole discretion of the Owner, the Owner may elect to accept the Construction Documents as the Design-Builder’s final submittal for any Subproject or the Owner may issue a written notice to proceed under any Pre-Construction Phase of this Article 5 for any

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Subproject(s) or portion thereof, or to continue with Construction

Document Development for any or all Subproject(s).

D. Design-Builder’s Construction Proposal

1. If the Owner issues a written consent to proceed for the Project or any Subproject(s) directing the Design-Builder to proceed to this subphase, the Design-Builder must prepare and submit to the

Owner a proposal for completion of design and construction of the

Project or Subproject(s) for which the Owner has given consent to proceed and requested a Construction Proposal. The Design-

Builder’s Construction Proposal must include the following as set forth in the written consent to proceed or otherwise determined in writing by the Owner:

a. Either:

i. A list of preliminary Construction Documents and other information, including the Design-Builder’s clarifications, assumptions and deviations from the Scope of Work, upon which the Design-Builder’s Construction Proposal is based; or

ii. A list of Construction Documents prepared by the Design-

Builder under the Construction Document Design subphase that the Design-Builder will use for construction of the Subproject(s).

b. The proposed Guaranteed Maximum Price for construction of the Project or Subproject(s), including a written statement of the estimated Cost of the Work organized by trade categories, allowances, contingency, Design-Builder’s

Percentage Fee as proposed in Design-Builder’s Proposal, and other items that comprise the Guaranteed Maximum

Price in such detail and with such substantiation as Owner may reasonably require;

c. An enumeration of any assumptions and exclusions, if applicable;

d. A list of Design-Builder’s key personnel, Subcontractors and suppliers;

e. The date on which the Design-Builder’s Construction

Proposal expires, which date must be at least 90 days after submission of the Design-Builder’s Construction Proposal to the Owner; and

f. The Design-Builder’s proposal, if any, for self-performed work and work to be performed by subcontractors without a competitive process, pursuant to Section 6.13 of the General

Conditions (“Procurement Plan”).

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2. Upon the Owner’s receipt of Design-Builder’s Construction Proposal, the Owner and the Design-Builder agree to negotiate in good faith regarding the terms and conditions of the GMP Amendment, including but not limited to the amount of the adjustment to the

Guaranteed Maximum Price. Without limiting the Owner’s right to terminate this Contract, if the Owner and the Design-Builder are unable to agree on the terms and conditions of the GMP

Amendment, the Owner will have the right to one or more of the following actions:

a. Terminate this Contract pursuant to the General Conditions;

b. Terminate negotiations for the GMP Amendment;

c. Terminate Design-Builder’s work for the Subproject for which a GMP Amendment was under negotiation;

d. Direct Design-Builder to prepare Construction Documents for

100% design under section 5.C. for the Project or Subproject for which a GMP Amendment was under negotiation; and/or

e. Continue this Contract for the remaining Design Work, or other continuation of the Work under this Contract, in the

Owner’s sole discretion.

3. If the Owner terminates the Contract or any portion thereof, then (1) the Owner will continue to have the rights and obligations set forth in subsection 11.B regarding the ownership and use of the Work

Product and (2) the Owner may obtain an assignment of some or all of the subcontracts and purchase orders (including but not limited to agreements with Designers). The amount of time allotted for negotiations and the timing of any termination will be determined in the Owner’s sole discretion.

4. If the Owner and the Design-Builder agree on the terms and conditions of the GMP Amendment, the Owner and Design-Builder shall execute the GMP Amendment.

6. CONSTRUCTION PHASE

A. Design Development.

1. Upon execution of the GMP Amendment, if not already completed in an earlier phase of Work, the Design-Builder shall prepare and submit to the Owner for the Owner’s written approval Construction

Documents sufficient to construct the Subproject(s), or portions thereof, as directed by the Owner, including but not limited to

Drawings and Specifications. Deviations, if any, from the Pre-

Construction Phase written reports, previously prepared

Construction Documents, and/or Scope of Work must be disclosed in writing and are subject to the approval of Owner.

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2. The Construction Documents must establish the quality levels of materials required. The Construction Documents must be consistent with the Design-Build Documents, including but not limited to the Scope of Work, previously prepared Construction

Documents, and Pre-Construction Phase work, unless otherwise disclosed in writing, and must include all items necessary for the proper execution and completion of the Work and reasonably inferable from the Design-Build Documents, including but not limited to the Scope of Work, as being necessary to produce the indicated results.

3. The Design-Builder shall submit completed Construction

Documents to the Owner for the Owner’s approval. If the Owner discovers any deviations between the Construction Documents and the Design-Build Documents not previously disclosed by Design-

Builder, the Owner will promptly notify the Design-Builder of such deviations in writing. Unless the Owner and Design-Builder execute a Change Order or the Owner issues a Change Directive specifically identifying the particular deviation and Owner’s agreement with such deviation, the Design-Builder must correct the deviation and resubmit the Construction Documents. The Construction

Documents shall not modify the Design-Build Documents, including but not limited to the Scope of Work, previously prepared

Construction Documents, or Pre-Construction Phase written reports. Execution of the GMP Amendment will not constitute the

Owner’s acceptance of a deviation unless the deviation is specifically identified and described as such in the GMP

Amendment. The failure of the Owner to discover any such deviations will not relieve the Design-Builder of the obligation to perform the Work in accordance with the Design-Build Documents.

4. The Owner, Design-Builder, and its Designer will meet a minimum of twice a month until the completion of the Construction Documents for the Work to review scope, quality, budget and other issues.

5. Before completion of the Construction Documents for the Work, the

Owner, Design-Builder, and its Designer will perform an internal review of the Construction Documents, the Design-Builder’s schedule and any critical issues relating to scope, quality or budget.

In addition to delivering to Owner copies of the Construction

Documents for the Work, including but not limited to Drawings and

Specifications, Design-Builder and Designer will make reasonable efforts to demonstrate to the Owner the scope and quality aspects of the design.

6. At the completion of the Owner’s, Design-Builder’s, and its

Designer’s Construction Documents review, the Owner will provide its written approval of the Construction Documents, including any revisions thereto made during the internal review. However, review or approval by Owner or its agents of design and Construction

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Documents shall not relieve Design-Builder to the extent of its liability for any damages resulting from or arising out of professional errors or omissions in the design and Construction Documents, except where Owner expressly directs such defective or deficient design and Design-Builder delivers to Owner its written objection thereto. Upon the Owner’s written approval of Construction

Documents, the Design-Builder, with the assistance of the Owner, shall prepare and file documents required to obtain necessary approvals of governmental authorities having jurisdiction over the

Project.

7. If required by Owner, the Design-Builder shall obtain from each of the Design-Builder's professionals and furnish to the Owner certifications with respect to the documents and services provided by such professionals (a) that, to the best of their knowledge, information and belief, the documents or services to which such certifications relate (i) are consistent with the Scope of Work set forth in the Design-Build Documents, except to the extent specifically identified in such certificate, (ii) comply with applicable professional practice standards, and (iii) comply with applicable laws, ordinances, codes, rules and regulations governing the design of the Project in effect at the time of the applicable permit; and (b) that the Owner and its consultants are entitled to rely upon the accuracy of the representations and statements contained in such certifications.

B. Construction

1. Except as permitted in subsection 6.B.2, construction shall not commence prior to (1) execution of the GMP Amendment and (2)

Owner’s approval of the Construction Documents required for the

Work Package. The Design-Builder shall perform no construction

Work prior to the Owner’s review and approval of the Construction

Documents required for the Work Package. In addition, the Design-

Builder shall perform no portion of the Work for which the Design-

Build Documents require the Owner’s review of submittals, such as

Shop Drawings, Product Data and Samples, until the Owner has approved each submittal.

2. If the Owner and Design-Builder agree through an Early Work or other amendment, construction may proceed prior to the execution of the GMP Amendment. However, such amendment shall not waive the Owner’s right to reject the Design-Builder’s Construction

Proposal or otherwise limit Owner’s rights and remedies under this

Contract.

3. The construction Work must be in accordance with approved submittals, including but not limited to the Construction Documents, except that the Design-Builder will not be relieved of responsibility for deviations from requirements of the Design-Build Documents by

PROGRESSIVE DESIGN-BUILD CONTRACT Page 15 of 33 the Owner’s review and approval of design and Construction

Documents or other submittals such as Shop Drawings, Product

Data, Samples or other submittals, unless the Design-Builder has specifically informed the Owner in writing of such deviation at the time of submittal and (1) the Owner has given written approval to the specific deviation as a minor change in the Work, or (2) a Change

Order or Change Directive has been issued authorizing the deviation. The Owner’s review and approval of design and

Construction Documents or other submittals such as Shop

Drawings, Product Data, Samples or other submittals does not relieve the Design-Builder of responsibility for errors or omissions in those approved documents and submittals.

4. The Design-Builder shall keep the Owner informed of the progress and quality of the Work.

5. The Design-Builder is responsible for the design, supervision and direction of the Work, using the Design-Builder’s best skill and attention. If the Design-Build Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Design-Builder must evaluate the jobsite safety of such means, methods, techniques, sequences or procedures and, except as stated below, will be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Design-Builder determines that such means, methods, techniques, sequences or procedures may not be safe, the Design-Builder must give timely written notice to the Owner and may not proceed with that portion of the Work without further written instructions from the Owner.

6. The Design-Builder is responsible for inspection of any portions of

Work already performed to determine that such portions are in proper condition to receive subsequent work.

C. Unless otherwise provided in the Design-Build Documents, the Design-

Builder must provide and pay for supervision, labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services, necessary for proper execution and completion of the

Work, whether temporary or permanent, and whether or not incorporated or to be incorporated in the Work.

D. The Design-Builder shall include in the Guaranteed Maximum Price, as set forth in the GMP Amendment, all allowances and contingencies, if any, stated in the Design-Build Documents. Items covered by allowances must be supplied for amounts and by persons or entities as the Owner may direct, but the Design-Builder will not be required to employ persons or entities to whom the Design-Builder has reasonable objection.

E. The Owner reserves the right to perform construction or operations or services related to the Project, and to furnish materials and equipment for the Project, with the Owner’s own forces; and to award separate contracts in connection with

PROGRESSIVE DESIGN-BUILD CONTRACT Page 16 of 33 other portions of the Project, or other construction or operations on the site. If the

Design- Builder claims that delay or additional cost is involved because of such action by the Owner, the Design-Builder must make a claim as provided in the General

Conditions.

F. Following the Construction Phase(s) of the Project, or concurrent with the Construction Phase(s), at the sole discretion and direction of the Owner, the

Owner and the Design-Builder agree to negotiate in good faith regarding the terms and conditions of any subsequent GMP Amendment(s) for the post-construction phases of the Work, including but not limited to post-occupancy warranty and after care, including the Guaranteed Maximum Price for reach remaining Phase. Without limiting the Owner’s right to terminate this Contract, if the Owner and the Design-

Builder are unable to agree on the terms and conditions of any subsequent GMP

Amendment, the Owner will have the right to one or more of the following actions:

1. Terminate this Contract pursuant to the General Conditions;

2. Terminate negotiations for the GMP Amendment under negotiation;

3. Terminate Design-Builder’s work for the Subproject or Phase for which a GMP Amendment was under negotiation;

4. Direct Design-Builder to prepare Construction Documents for

100% design under section 5.C. for the Project or Subproject for which a GMP Amendment was under negotiation; and/or

5. Continue this Contract for the remaining Design Work, or other continuation of the Work under this Contract, in the Owner’s sole discretion.

G. If the Owner terminates the Contract or any portion thereof, then (1) the

Owner will continue to have the rights and obligations set forth in subsection 11.B regarding the ownership and use of the Work Product and (2) the Owner may obtain an assignment of some or all of the subcontracts and purchase orders (including but not limited to agreements with Designers). The amount of time allotted for negotiations and the timing of any termination will be determined in the Owner’s sole discretion.

7. COMPENSATION

A. Phases 1, 2 and 3A. Owner shall pay Design-Builder for all work associated with Phases 1, 2 and 3A, described above in Article 5, as set out in Exhibit

3, based on time and materials as set forth in the attached Exhibits, but the total payment under this Agreement, which includes allowable expenses or reimbursement as per the attached exhibits and the Design-Builder’s Percentage

Fee, shall not exceed $_____________. This Not to Exceed amount may be exceeded only upon prior written increase in the Scope of Work, accompanied by written authorization for an increase in fee. If there is no change in Scope of Work, the

Design-Builder shall complete all identified Work within the Not to Exceed amount as indicated above. Any known additional or optional tasks are listed in Exhibit 2 and

PROGRESSIVE DESIGN-BUILD CONTRACT Page 17 of 33 may be added to this scope and fee by Amendment, including Early Work or GMP

Amendment. Amounts shall be negotiated in good faith by Owner and Design-

Builder.

B. Invoices for work performed or reimbursement for expenses incurred more than 90 days prior to invoice submission will not be considered.

C. Phase 3. The maximum amount paid to the Design-Builder from the execution of the Phase 3 Amendment through the end of Phase 3 Services will be established in the Phase 3 Amendment. The establishment of the Not to Exceed amount shall be established in a manner substantially similar to the establishment of the Not to Exceed amount for Phases 1, 2 and 3A and shall be based on time and materials as set forth in the Phase 3 Amendment and shall be inclusive of the Design-

Builder’s Percentage Fee and allowable expenses or reimbursement as per the attached exhibits. The Phase 3 Services amount will not include amounts previously paid during Phases 1, 2, and 3A and will general exclude any Early Work

Amendments or Construction Services. The Phase 3 services amount shall include a reasonable amount to allow a transition to Phase 4 construction services. Such amount shall be negotiated in good faith by Owner and Design-Builder.

D. Subsequent Phases - Guaranteed Maximum Price. If the parties execute one or more GMP Amendments for subsequent phases of work, the Owner shall pay Design-Builder the amount as set forth in this Article and the GMP

Amendment. The Guaranteed Maximum Price shall include (1) the Cost of the Work as defined in Article 9, (2) the Design-Builder’s Percentage Fee, and (3) costs of bonds and insurance. Design-Builder must pay costs that would cause the

Guaranteed Maximum Price, as it may be adjusted pursuant to the GMP Amendment, to be exceeded, without reimbursement by the Owner.

E. Design-Builder’s Percentage Fee

1. The Design-Builder’s Percentage Fee must be set forth in the GMP

Amendment and shall not exceed a fixed amount equal to _____ percent of the estimated Cost of the Work, excluding the costs of bonds and insurance. The Design-Builder’s Percentage Fee is conclusively presumed to include all costs not reimbursable under this Contract, including, without limitation, overhead, profit, and taxes not included as Cost of the Work.

2. If the Guaranteed Maximum Price is adjusted after execution of the

GMP Amendment, an adjustment to the Design-Builder’s

Percentage Fee will be determined by fixing an amount equal to

________ percent of the estimated Cost of the Work related to the change that is the basis for the adjustment to the Guaranteed

Maximum Price. The Owner will not pay for any costs that exceed the Guaranteed Maximum Price, including any additional fee based on such costs, and the Design-Builder’s Percentage Fee is subject to no other adjustments.

3. Each of the Design-Builder’s requests for progress payment may include a request for payment of Design-Builder’s Percentage Fee

PROGRESSIVE DESIGN-BUILD CONTRACT Page 18 of 33 equal to _____ percent of the reimbursable costs for that period.

4. The Design-Builder's Percentage Fee shall not be applied to the cost of bonds and insurance.

F. The Owner does not anticipate early construction work occurring prior to the Construction Phase of this Contract. However, in the event that early construction work is determined to be necessary, consistent with subsection 6.B.2, the Parties may amend the Contract to incorporate the early work and adjusting Design Services

Compensation accordingly. The Parties acknowledge that an Early Work Amendment may include prevailing wage requirements depending on the scope of the Early Work

Amendment.

G. As used in this Contract, the phrase “performance of the Work” includes work described in the Scope of Work, any Work that is authorized under a Change

Order or Change Directive issued before the execution of the Phase 3 Amendment or any GMP Amendment, Work authorized under any GMP Amendment and Article

6, if any, and all of the Design-Builder’s other obligations under this Contract.

H. Invoicing:

1. For Phase 1, 2, and 3A work, Design-Builder shall send Owner an invoice each month setting forth the fee due for that month and include a detailed summary of the work performed during the pay period and estimated % completion of each task. Owner shall review all submitted invoices promptly and shall pay all undisputed amounts within

30 days of Owner's receipt of the invoice. Subsequent Phases shall be paid according to terms detailed in Section 12 of the General

Conditions.

2. Invoices will be directed to Central Point School District No. 6, Attention:

________________, 300 Ash Street, Central Point, Oregon 97502. If an invoice is delivered on a nonbusiness day, the invoice shall be considered received on the next day the Owner’s Finance Department is open for business.

Design-Builder shall reference the Contract Number on all invoices and any additional codes and accounting requirements as established jointly during each phase of the Contract.

8. COST OF THE WORK

A. The term “Cost of the Work” means costs necessarily incurred by the

Design-Builder in the proper performance of the Work. Such costs must be at rates not higher than the standard paid at the place of the Project except with the prior written consent of the Owner. The Cost of the Work shall only include the items set forth in this Article 8. Where any cost is subject to the Owner’s prior written approval, the Design-Builder must obtain this written approval prior to incurring the cost, which prior written approval is a condition precedent of Design-Builder’s right to payment for such cost.