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HomeMy WebLinkAboutConsensuss Docsi Consens'usoocs.,,., Construction Contracts Built By Consensus CONSENSUSDOCS 415 STANDARD DESIGN -BUILD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment is a Lump Sum Based on an Owner's Program Including Schematic Design Documents) This document was developed through a collaborative effort of entities representing a wide cross-section of the construction industry. The organizations endorsing this document believe it represents a fair and reasonable consensus among the collaborating parties of allocation of risk and responsibilities in an effort to appropriately balance the critical interests and concerns of all project participants. These endorsing organizations recognize and understand that users of this document must review and adapt this document to meet their particular needs, the specific requirements of the project, and applicable laws. Users are encouraged to consult legal, insurance and surety advisors before modifying or completing this document. Further information on this document and the perspectives of endorsing organizations is, available in the ConsensusDOCS Guidebook. TABLE OF ARTICLES 1. AGREEMENT 2. GENERAL PROVISIONS 3. DESIGN -BUILDER'S RESPONSIBILITIES 4. OWNER'S RESPONSIBILITIES & SUBCONTRACTS 6. CONTRACT TIME 7. CONTRACT PRICE 8. CHANGES IN THE WORK 9. PAYMENT 10. INDEMNITY, INSURANCE, BONDS, AND WAIVER OF SUBROGATION , 11. SUSPENSION AND TERMINATION OF THE AGREEMENT AND OWNER'S RIGHT TO PERFORM DESIGN -BUILDER'S RESPONSIBILITIES 12. DISPUTE RESOLUTION 13. MISCELLANEOUS PROVISIONS MPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the parry producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 - STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO UETHIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION Tb THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDING COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. CA 14. EXISTING CONTRACT DOCUMENTS This Agreement has important legal and insurance consequences. Consultations with an attorney and with insurance and surety consultants are encouraged with respect to its completion or modification. Notes indicate where information is to be inserted to complete this Agreement. ARTICLE 1 AGREEMENT This Agreement is made this 30 Day of June in the year 2014, by and between the OWNER NAVY UDT/SEAL MUSEUM ASSOCIATION, INC. 3300 NORTH HIGHWAY A1A FT. PIERCE, FL 34949 and the DESIGN -BUILDER Ahrens Companies 1461 Kinetic Road Lake Park, FL 33403 CBC-006515, CGC1521536, 58578 for services in connection with the following PROJECT NAVY SEALS MUSEUM ENTRANCE VESTIBULE ADDITION Construction of an entrance vestibule as per the Specifications Included as Exhibit No. 2 of this contract and preliminary drawings marked as Exhibit No. 1. Notice to the Parties shall be given at the above addresses. ARTICLE 2 GENERAL PROVISIONS 2.1 TEAM RELATIONSHIP The Owner and the Design -Builder agree to proceed with the Project on the basis of trust, good faith and fair dealing. The Design -Builder agrees to procure the architectural and engineering services set forth below, and to furnish construction and administration of the Work. 2.1.1 The Design -Builder represents that it is an independent contractor and that it is familiar with the type of work it is undertaking. 2.1.2 Neither the Design -Builder nor any of its agents or employees shall act on behalf of or in the name of the Owner unless authorized in writing by the Owner's Representative. 2.1.3 The Owner and the Design -Builder shall perform their obligations with integrity, ensuring at a IMPORTANT. A vertical One in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a " eedlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN -BUILD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Desgn Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDING A COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. „ t minimum that: 2.1.3.1 conflicts of interest shall be avoided or disclosed promptly to the other Party; and 2.1.3.2 The Design -Builder and the Owner warrant that they have not and shall not pay nor receive any contingent fees or gratuities to or from the other Party, including their agents, officers and employees, Subcontractors or others for whom they may be liable, to secure preferential treatment. 2.2 ARCHITECT/ENGI NEER Architectural and engineering services shall be procured from licensed, independent design professionals retained by the Design -Builder or furnished by licensed employees of the Design -Builder, or as permitted by the law of the state where the Project is located. The person or entity providing architectural and engineering services shall be referred to as the Architect/ Engineer. If the Architect/ Engineer is an independent design professional, the architectural and engineering services shall be procured and payments shall be made pursuant to a separate agreement between the Design -Builder and the Architect/Engineer. The Architect/Engineer for the Project is Ahrens Companies/Xuan Chen. 2.3 EXTENT OF AGREEMENT This Agreement is solely for the benefit of the Parties, represents the entire and integrated agreement between the. Parties, and supersedes all prior negotiations, representations or agreements, either written .or oral. The Owner and the Design -Builder agree to look solely to each other with respect to the performance of the Agreement. The Agreement and each and every provision is for the exclusive benefit of the Owner and the Design -Builder and not for the benefit of any third party nor any third party beneficiary, except to the extent expressly provided in the Agreement. 2.4 DEFINITIONS 2.4.1 The Contract Documents consist of: a. Change Orders and written amendments to this Agreement including exhibits and appendices, signed by both the Owner and Design -Builder; b. this Agreement, except for the existing Contract Documents set forth in item a below; c. the most current Documents approved by the Owner pursuant to Paragraph 3.1; d. the information provided by the Owner pursuant to Clause 4.1.2.1; e. the Contract Documents in existence at the time of this Agreement which are set forth in Article 14; f. the Owner's Program provided pursuant to Subparagraph 4.1.1. In case of any inconsistency, conflict or ambiguity among the Contract Documents, the Documents shall govern in the order in which they are listed above. 2.4.2 The term Day shall mean calendar day unless otherwise specifically defined. 2.4.3 Defective Work is any portion of the Work not in conformance with the Contract Documents as more fully described in Paragraph 3.7. 2.4.4 Final Completion occurs on the date when the Design -Builder's obligations under this Agreement are complete and accepted by the Owner and final payment becomes due and payable. 2.4.5 A Material Supplier is a party or entity retained by the Design Builder to provide material and equipment for the Work. 2.4.6 Others means other contractors and all persons at the Worksite who are not employed by IMPORTANT: A vertical line in the margin indicates a change has been made to the original text. rnorto signing, MUIP ZZI RZ, IIIay VVI. 61 .� ��4, 1 from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWN ERAND DESIGN -BUILDER {Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUD COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. �(�^ Design -Builder, Its Subcontractors or Material Suppliers. 2.4.7 The term Overhead shall mean 1) payroll costs and other compensation of Design -Builder employees in the Design -Builder's principal and branch offices; 2) general and administrative expenses of the Design -Builder's principal and branch offices including deductibles paid on any insurance policy, charges against the Design -Builder for delinquent payments, and costs related to the correction of defective work; and, 3) the Design -Builder's capital expenses, including interest on capital used for the Work. 2.4.6 The Owner is the person or entity identified as such in this Agreement and includes the Owner's Representative. 2.4.9 The Owner's Program is a description of the Owner's objectives, budgetary and time criteria, space requirements and relationships, flexibility and expandability requirements, special equipment and systems, and site requirements, together with Schematic Design Documents which shall include drawings, outline specifications and other conceptual documents illustrating the Projects basic elements, scale and their relationship to the Worksite. 2.4.10 The Project, as identified in Article 1, is the building, facility or other improvements for which the Design -Builder is to perform the Work under this Agreement. It may also include improvements to be undertaken by the Owner or Others. 2.4.11 A Subcontractor is a party or entity retained by the Design -Builder as an independent contractor to provide the on site labor, materials, equipment or services necessary to complete a specific portion of the Work. The term Subcontractor does not include the or any separate contractor employed by the Owner or any separate contractors' subcontractors. 2.4.12 Substantial Completion of the Work, or of a designated portion, occurs on the date when construction is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Project, or a designated portion, for the use for which it is intended, without unscheduled disruption, in accordance with Paragraph 9.4. The issuance of a Certificate of Occupancy is not a prerequisite for Substantial Completion if the Certificate of Occupancy cannot be obtained due to factors beyond the Design -Builder's control. This date shall be confirmed by a certificate of Substantial Completion signed by the Owner and Design -Builder. The certificate shall state the respective responsibilities of the Owner and Design -Builder for security, maintenance, heat, utilities, damage to the Work, and insurance. The certificate shall also list the items to be completed or corrected, and establish the time for their completion and correction within the timeframe, if any, established in Subparagraph 6.2.1 for the Date of Final Completion. 2.4.13 A Sub -subcontractor is a party or entity who has an agreement with a Subcontractor to perform any portion of the Subcontractor's work. 2.4.14 Terrorism means a violent act, or an act that is dangerous to human life, property or infrastructure, that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion. Terrorism includes, but is not limited to, any act certified by the United States Secretary of Treasury as an act of terrorism pursuant to the Terrorism Risk Insurance Act, as amended. 2.4.15 The Work is the Design services procured in accordance with Paragraph 3.1, the Construction services provided in accordance with Paragraph 3.2, Additional services in accordance with Paragraph 3.9, -and other services which are necessary to complete the Project in accordance with and reasonably inferable from the Contract Documents. IMPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wisn to request. from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owners Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES', NCLUDI COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. 2.4.16 Worksite means the geographical area at the location mentioned in Article 1 where the Work is to be performed. ARTICLE 3 DESIGN -BUILDER'S RESPONSIBILITIES The Design -Builder shall be responsible for procuring or furnishing the design and for the construction of the Work consistent with the Owner's Program. The Design -Builder shall exercise reasonable skill and judgment in the performance of the Work. 3.1 DESIGN SERVICES Pursuant to a mutually agreeable schedule, the Design -Builder shall submit for the Owner's written approval, as applicable, Design Development Documents or Construction Documents, based on the Contract Documents inexistence at the time of the execution of this Agreement or any further development of Contract Documents that have been approved in writing by the Owner. 3.1.1 If required, the Design Development Documents shall further define the Project including drawings and outline specifications fixing and describing the Project size and character as to site utilization, and other appropriate elements incorporating the structural, architectural, mechanical and electrical systems. When the Design -Builder submits the Design Development Documents, the Design -Builder shall identify in writing all material changes and deviations that have taken place from the Contract Documents in existence at the time of the execution of this Agreement. Any changes in the Work contained in the Design Development Documents approved by the Owner shall result in a Change Order pursuant to Article 8 adjusting the Contract Price or the Date of Substantial Completion or the Date of Final Completion. 3.1.2 The Construction Documents shall set forth in detail the requirements for construction of the Work, and shall be based upon codes, laws or regulations enacted at the time of their preparation. When the Design -Builder submits the Construction Documents, the Design -Builder shall identify in writing all material changes and deviations that have taken place from the Design Development Documents or the Contract Documents in existence at the time of the execution of this Agreement. Any changes in the Work contained in the Construction Documents approved by the Owner shall result in a Change Order pursuant to Article 8 adjusting the Contract Price or the Date of Substantial Completion or the Date of Final Completion. Construction shall be in accordance with the approved Construction Documents. One set of these documents shall be furnished to the Owner prior to commencement of construction. 3.1.3 OWNERSHIP OF DOCUMENTS 3.1.3.1 OWNERSHIP OF TANGIBLE DOCUMENTS The Owner shall receive ownership of the property rights, except for copyrights, of all documents, drawings, specifications, electronic data and information (hereinafter "Documents") prepared, provided or procured by the Design -Builder, its, Subcontractors or consultants and distributed to the Owner for this Project, upon the making of final payment to the Design -Builder or in the event of termination under Article 11, upon payment for all sums due to Design -Builder pursuant to Article 11. 3.1.3.2 COPYRIGHT The Parties agree that Owner shall not obtain ownership of the copyright of all Documents. The Owner's acquisition of the copyright for all Documents shall be subject to the making of payments as required by Paragraph 3.1.3.1 and the payment of the fee reflecting the agreed value of the copyright set forth below: TWO THOUSAND DOLLARS ($2,000.00). 5 IMPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN -BUILD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDING COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. c V the Parties have not made a selection to transfer copyright interests in the Documents, the copyright shall remain with the Design -Builder. 3.1.3.3 USE OF DOCUMENTS IN EVENT OF TERMINATION In the event of a termination of this Agreement pursuant to Article 11, the Owner shall have the right to use, to reproduce, and to make derivative works of the Documents to complete the Project, regardless of whether there has been a transfer of copyright under Subparagraph 3.1.3.2, provided payment has been made pursuant to Paragraph 3.1.3.1. 3.1.3.4 OWNER'S USE OF DOCUMENTS AFTER COMPLETION OF PROJECT After completion of the Project, the Owner may reuse, reproduce or make derivative works from the Documents solely for the purposes of maintaining, renovating, remodeling or expanding the Project at the Worksite. The Owner's use of the Documents without the Design -Builder's involvement or on other projects is at the Owner's sole risk, except for the Design -Builder's indemnification obligations pursuant to Paragraph 10.6, and the Owner shall indemnify and hold harmless the Design -Builder, its, Subcontractors and consultants, and the agents, officers, directors and employees of each of them, from and against any and all claims, damages, losses, costs and expenses, including reasonable attorneys' fees and costs, arising out of or resulting from such any prohibited use. 3.1.3.5 DESIGN -BUILDER'S USE OF DOCUMENTS Where the Design -Builder has transferred its copyright interest in the Documents under Subparagraph 3.1.3.1, the Design -Builder .may reuse Documents prepared by it pursuant to this Agreement in its practice, but only in their separate constituent parts and not as a whole., 3.1.3.6 The Design -Builder shall obtain from its, Subcontractors and consultants rights and rights of use that correspond to the rights given by the Design -Builder to the Owner in this Agreement and the Design -Builder shall provide evidence that such rights have been secured. 3.2 CONSTRUCTION SERVICES 3.2.1 Construction will commence upon the issuance by the Owner of a written notice to proceed. 3.2.2 In order to complete the Work, the Design -Builder shall provide all necessary construction supervision, inspection, construction equipment, construction labor, materials, tools and subcontracted items. 3.2.3 The Design -Builder shall give all notices and comply with all laws and ordinances legally enacted at the date of execution of the Agreement which govern the proper performance of the Work. 3.2.4 The Design -Builder shall maintain the Schedule of Work. This schedule shall indicate the dates for the start and completion of the various stages of the construction, including the dates when information and approvals are required from the Owner. It shall be revised as required by the conditions of the Work. 3.2.5 The Design -Builder shall obtain and the Owner shall pay, in addition to the Contract Price, for the building permits necessary for the construction of the Project. 3.2.6 The Design -Builder shall keep such full and detailed accounts as may be necessary for proper financial management under this Agreement. The Owner shall be afforded access to all the Design -Builder's records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda and similar data relating to Change Order work performed on the basis of actual cost. The Design -Builder shall preserve all such records for a periodof three years after the final payment or longer where required by law. 6 IMPORTANT: A vertical line in the margin indicates a change has been made to the orginal text. Priorto signing, recipients maywish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN -BUILD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNERAND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDING COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. /���� 3.2.7 The Design -Builder shall provide periodic written reports to the Owner on the progress of the Work in such detail as is required by the Owner and as agreed to by the Owner and Design -Builder. 3.2.8 The Design -Builder shall regularly remove debris and waste materials at the Worksite resulting from the Work. Prior to discontinuing Work in an area, the Design -Builder shall clean the area and remove all rubbish and its construction equipment, tools, machinery, waste and surplus materials. The Design -Builder shall minimize and confine dust and debris resulting from construction activities. At the completion of the Work, the Design -Builder shall remove from the Worksite all construction equipment, tools, surplus materials, waste materials and debris. 3.2.9 The Design -Builder shall prepare and submit to the Owner final marked up as -built drawings in general documenting how the various elements of the Work including changes were actually constructed or installed, or as defined by the Parties by attachment to this Agreement. 3.3 SCHEDULE OF THE WORK The Design -Builder shall prepare and submit a Schedule of Work for the Owner's acceptance and written approval as to milestone dates. This schedule shall indicate the dates for the start and completion of the various stages of the Work, including the dates when information and approvals are required from the Owner. The Schedule shall be revised as required by the conditions of the Work. 3.4 SAFETY OF PERSONS AND PROPERTY 3.4.1 SAFETY PRECAUTIONS AND PROGRAMS The Design -Builder shall have overall responsibility for safety precautions and programs in the performance of the Work. While the provisions of this Paragraph establish the responsibility for safety between the Owner and the Design -Builder, they do not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with the provisions of applicable laws and regulations. 3.4.2 The Design -Builder shall seek to avoid injury, loss or damage to persons or property by taking reasonable steps to protect: 3.4.2.1 its employees and other persons at the Worksite; 3.4.2.2 materials, supplies and equipment stored at the Worksite for use in performance of the Work; and 3.4.2.3 the Project and all property located at the Worksite and adjacent to work areas, whether or not said property or structures are part of the Project or involved in the Work. 3.4.3 DESIGN -BUILDER'S SAFETY REPRESENTATIVE The Design -Builder shall designate an individual at the Worksite in the employ of the Design -Builder who shall act as the Design -Builder's designated safety representative with a duty to prevent accidents. Unless otherwise identified by the Design -Builder in writing to the Owner, the designated safety representative shall be the Design -Builder's project superintendent. The Desig n-Builder will report immediately inwriting all accidents and injuries occurring at the Worksite to the Owner. When the Design -Builder is required to file an accident report with a public authority, the Design -Builder shall furnish a copy of the report to the Owner. 3.4.4 The Design -Builder shall provide the Owner with copies of all notices required of the Design -Builder by law or regulation. The• Design -Builder's safety program shall comply with the requirements of governmental and quasi -governmental authorities having jurisdiction over the Work. 3.4.5 Damage or loss not insured under property insurance which may arise from the performance 7 IMPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients maywish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 - STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUFP COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. r of the Work, to the extent of the negligence attributed to such acts or omissions of the Design -Builder, or anyone for whose acts the Design -Builder may be liable, shall be promptly remedied by the Design -Builder. Damage or loss attributable to the acts or. omissions of the Owner or Others and not to the Design -Builder shall be promptly remedied by the Owner. 3.4.6 If the Owner deems any part of the Work or Worksite unsafe, the Owner, without assuming responsibility for the Design -Builder's safety program, may require the Design -Builder to stop performance of the Work or take corrective measures satisfactory to the Owner, or both. If the Design -Builder does not adopt corrective measures, the Owner may perform them and reduce the amount of the Contract Price by the costs of the corrective measures. The Design -Builder agrees to make no claim for damages, for an adjustment in the Contract Price or the Date of Substantial Completion or the Date of Final Completion based on the Design -Builder's compliance with the Owner's reasonable request. 3.5 HAZARDOUS MATERIAL 3.5.1 A Hazardous Material is any substance or material identified now or in the future 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 requirements governing handling, disposal or clean-up. The Design -Builder shall not be obligated to commence or continue Work until all known or suspected Hazardous Material discovered at the Project site has been removed, rendered or determined to be harmless by the Owner as certified by an independent testing laboratory and approved by the appropriate government agency. 3.5.2 If after the commencement of the Work, known or suspected Hazardous Material is discovered at the Project, the Design -Builder shall be entitled to immediately stop Work in the affected area. The Design -Builder shall report the condition to the Owner and, if required, the government agency with jurisdiction. 3.5.3 The Design -Builder shall not be required to perform any Work relating to or in the area of Hazardous Material without written mutual agreement. 3.5.4 The Owner shall be responsible for retaining an independent testing laboratory to determine the nature of the material encountered and whether it is a Hazardous Material requiring corrective measures or remedial action. Such measures shall be the sole responsibility of the Owner, and shall be performed in a manner minimizing any adverse effect upon the Work of the Design -Builder. The Design -Builder shall resume Work in the area affected by any Hazardous Material only upon written agreement between the Parties after the Hazardous Material has been removed or rendered harmless and only after approval, if necessary, of the governmental agency or agencies with jurisdiction. 3.5.5 If the Design -Builder incurs additional costs or is delayed due to the presence or remediation of Hazardous Material, the Design -Builder shall be entitled to an equitable adjustment in the Contract Price or the date of Substantial Completion. 3.5.6 To the extent not caused by the negligent acts or omissions of the Design -Builder, its Subcontractors and Sub -subcontractors, and the agents, officers, directors and employees of each of them, the Owner shall defend, indemnify and hold harmless the Design -Builder, its Subcontractors and Sub -subcontractors, and the agents, officers, directors and employees of each of them, from and against all claims, damages, losses, costs and expenses, including but not limited to reasonable attorneys' fees, costs and expenses incurred in connection with any dispute resolution process, to the extent permitted pursuant to Paragraph 6.5, arising out of or relating to the 8 NPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDING �, A COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. � ,�pei performance of the Work in any area affected by Hazardous Material. 3.5.7 Material Safety Data (MSD) sheets as required by law and pertaining to. materials or substances used or consumed in the performance of the Work, whether obtained by the Design -Builder, Subcontractors, the Owner or Others, shall be maintained at the Project by the Design -Builder and made available to the Owner and Subcontractors. 3.5.8 During the Design -Builder's performance of the Work, the Design -Builder shall be responsible for the proper handling of all materials brought to the Worksite by the Design -Builder. Upon the issuance of the Certificate of Substantial Completion, the Owner shall be responsible under this Paragraph for materials and substances brought to the site by the Design -Builder if such materials or substances are required by the Contract Documents. 3.5.9 The terms of this Paragraph 3.5 shall survive the completion of the Work under this Agreement or any termination of this Agreement. 3.6 TAX EXEMPTION If in accordance with the Owner's direction the Design -Builder claims an exemption for taxes, the Owner shall indemnify and hold the Design -Builder harmless from all liability, penalty, interest, fine, tax assessment, attorneys fees or other expense or cost incurred by the Design -Builder as a result of any action taken by the Design -Builder in accordance with the Owner's direction. 3.7 WARRANTIES AND COMPLETION 3:7.1 The Design -Builder warrants that all materials and equipment furnished under this Agreement will be new unless otherwise specified, of good quality, in conformance with the Contract. Documents, and free from defective workmanship and materials. Warranties shall commence on the date of Substantial Completion of the Work or of a designated portion. The Design -Builder agrees to correct all construction performed under this Agreement which proves to be defective in workmanship or materials within a period of one year from the date of Substantial Completion as set forth in Paragraph 6.2 or for such longer periods of time as may be set forth with respect to specific warranties required by the Contract Documents. 3.7.2 To the extent products, equipment, systems or materials incorporated in the Work are specified and purchased by the Owner, they shall be covered exclusively by the warranty of the manufacturer. There are no warranties which extend beyond the description on the face thereof. To the extent products, equipment, systems or materials incorporated in the Work are specified by the Owner but purchased by the Design -Builder and are inconsistent with selection criteria that otherwise would have been followed by the Design -Builder, the Design -Builder shall assist the Owner in pursuing warranty claims. All other warranties expressed or implied including the warranty of merchantability and the warranty of fitness for a particular purpose are expressly disclaimed. 3.7.3 The Design -Builder shall secure required certificates of inspection, testing or approval and deliver them to the Owner. 3.7.4 The Design -Builder shall collect all written warranties and equipment manuals and deliver them to the Owner in a format directed by the Owner. 3.7.5 With the assistance of the Owner's maintenance personnel, the Design -Builder shall direct the checkout of utilities and start up operations, and adjusting and balancing of systems and equipment for readiness. 3.8 CONFIDENTIALITY The Design -Builder shall treat as confidential and not disclose to third persons, except Subcontractors, Sub -subcontractors and the as is necessary for the performance of the Work, or 9 MPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNERAND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDINPV%COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. C/J f use for its own benefit any of the Owner's developments, confidential information, know-how, discoveries, production methods and the like that may be disclosed to the Design -Builder or which the Design -Builder may acquire in connection with the Work. The Owner shall treat as confidential information all of the Design -Builder's estimating systems and historical and parameter cost data that may be disclosed to the Owner in connection with the performance of this Agreement. The Owner and the Design -Builder shall each specify those items to be treated as confidential and shall mark them as "Confidential." 3.9 ADDITIONAL SERVICES The Design -Builder shall provide or procure the following Additional services upon the request of the Owner. A written agreement between the Owner and Design -Builder shall define the extent of such Additional services. Such Additional services shall be considered a Change in the Work, unless they are specifically included in Article 14. 3.9.1 Development of the Owner's Program, establishing the Project budget, investigating sources of financing, general business planning and other information and documentation as may be required to establish the feasibility of the Project. 3.9.2 Consultations, negotiations, and documentation supporting the procurement of Project financing. 3.9.3 Surveys, site evaluations, legal descriptions and aerial photographs. 3.9.4 Appraisals of existing equipment, existing properties, new equipment and developed properties. 3.9.5 Soils, subsurface and environmental studies, reports and investigations required for submission to governmental authorities or others having jurisdiction over the Project. 3.9.6 Consultations and representations before governmental authorities or others having jurisdiction over the Project other than normal assistance in securing building permits. 3.9.7 Investigation or making measured drawings of existing conditions or the verification of Owner -provided drawings and information. 3.9.8 Artistic renderings, models and mockups of the Project or any part of the Project or the Work. 3.9.9 Inventories of existing furniture, fixtures, furnishings and equipment which might be under consideration for incorporation into the Work. 3.9.10 Interior design and related services including procurement and placement of furniture, furnishings, artwork and decorations. 3.9.11 Making revisions to design documents after they have been approved by the Owner when revisions are due to causes beyond the control of the Design -Builder. Causes beyond the control of the Design -Builder do not include acts or omissions on the part of Subcontractors, Sub -subcontractors or the. 3.9.12 Design, coordination, management, expediting and other services supporting the procurement of materials to be obtained, or work to be performed, by the Owner, including but not limited to telephone systems, computer wiring networks, sound systems, alarms, security systems and other specialty systems which are not a part of this Agreement. 3.9.13 Estimates, proposals. appraisals, consultations, negotiations and services in connection with the repair or replacement of an insured loss, provided such repair or replacement did not result from the negligence of the Design -Builder. to HPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wisn to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 •STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OFTHE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDING COPYINGTHE FORM DOCUMENT, ARE STRICTLY PROHIBITED. /f P r 3.9.14 The premium portion of overtime work ordered by the Owner including productivity impact costs, other than that required by the Design -Builder to maintain the Schedule of Work. 3.9.15 Out-of-town travel by the in connection with the Work, except between the Design Professional's office, Design -Builder's office, Owner's office and the Project site. 3.9.16 Obtaining service contractors and training maintenance personnel; assisting and consulting in the use of systems and equipment after the initial start up. 3.9.17 Services for tenant or rental spaces not a part of this Agreement. 3.9.18 Services requested by the Owner or required by the Work which are not specified in the Contract Documents and which are not normally part of generally accepted design and construction practice. 3.9.19 Serving or preparing to serve as an expert witness in connection with any proceeding, legal or otherwise, regarding the Project. 3.9.20 Document reproduction exceeding the limits provided for in this Agreement. 3.9.21 Providing services relating to Hazardous Material discovered at the Worksite. 3.9.22 Other services as agreed to by the Parties and identified in an attached exhibit. 3.10 DESIGN -BUILDER'S REPRESENTATIVE The Design -Builder shall designate a person who shall be the Design -Builder's authorized representative. The Design -Builder's Representative is Richard Ahrens. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 INFORMATION AND SERVICES PROVIDED BY OWNER 4.1.1 The Owner shall provide full information in a timely manner regarding requirements for the Project, including the Owner's Program and other relevant information. 4.1.2 The Owner shall provide: 4.1.2.1 all available information describing the physical characteristics of the site; including surveys, site evaluations, legal descriptions, existing conditions, subsurface and environmental studies, reports and investigations; 4.1.2.2 inspection and testing services during construction as required by law or as mutually agreed; and 4.1.2.3 unless otherwise provided in the Contract Documents, necessary approvals, site plan review, rezoning, easements and assessments, fees and charges required for the construction, use, occupancy or renovation of permanent structures, including legal and other required services. 4.1.3 Prior to commencement of the Work and thereafter at the written request of the Design -Builder, the Owner shall provide the Design -Builder with evidence of Project financing. Evidence of such financing shall be a condition precedent to the Design -Builder's commencing or continuing the Work. The Design -Builder shall be notified prior to any material change in Project financing. 4.1.4 The Design -Builder shall be entitled to rely on the completeness and accuracy of the 11 IMPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDING COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. information and services required by this Paragraph 4.1. 4.2 RESPONSIBILITIES DURING DESIGN 4.2.1 The Owner shall review and approve further development of the drawings and specifications asset forth in Article 3. 4.3 RESPONSIBILITIES DURING CONSTRUCTION 4.3.1 The Owner shall review the Schedule of"Work as set forth in Paragraph 3.3, timely approve milestone dates set forth and timely respond to its obligations. 4.3.2 If the Owner becomes aware of any error, omission or failure to meet the requirements of the Contract Documents or any fault or defect in the Work, the Owner shall give prompt written notice to the Design -Builder. The failure of the Owner to give such notice shall not relieve the Design -Builder of its obligations to fulfill the requirements of the Contract Documents. 4.3.3 The Owner shall communicate with the Design -Builder's Subcontractors and suppliers only through or in the presence of the Design -Builder. The Owner shall have no contractual obligations to Subcontractors and/or suppliers. 4.3.4 The Owner shall provide insurance for the Project as provided in Article 10. 4.4 OWNER'S REPRESENTATIVE The Owner's representative is Craig Mundt. The representative: 4.4.1 shall be fully acquainted with the Project; 4.4.2 agrees to furnish the information and services required of the Owner pursuant to Paragraph 4.1 'so as not to delay the Design -Builder's Work; and 4.4.3 shall have authority to bind the Owner in all matters requiring the Owner's approval, authorization or written notice. If the Owner changes its representative or the representative's authority as listed above, the Owner shall notify the Design -Builder in writing in advance. 4.5 ELECTRONIC DOCUMENTS If the Owner requires that the Owner and Design -Builder exchange documents and data in electronic or digital form, prior to any such exchange, the Owner and Design -Builder shall agree on a written protocol governing all exchanges in ConsensusDOCS 200.2 or a separate agreement, which, at a minimum, shall specify: (1) the definition of documents and data to be accepted in electronic or digital form or to be transmitted electronically or digitally; (2) management and coordination responsibilities; (3) necessary equipment, software and services; (4) acceptable formats, transmission methods and verification procedures; (5) methods for maintaining version control; (6) privacy and security requirements; and (7) storage and retrieval requirements. The Parties shall each bear their own costs for the requirements identified in the protocol. In the absence of a written protocol, use of documents and data in electronic or digital form shall be at the sole risk of the recipient. ARTICLE 5 SUBCONTRACTS Work not performed by the Design -Builder with its own forces shall be performed by Subcontractors or the. 5.1 RETAINING SUBCONTRACTORS The Design -Builder shall not retain any Subcontractor to whom the Owner has a reasonable and timely objection, provided that the Owner agrees to increase the Contract Price for any additional costs incurred by the Design -Builder as a result of such objection. The Owner may propose subcontractors to be considered by the Design -Builder. The Design -Builder shall not 12 IMPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDING COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. p 10) be required to retain any subcontractor to whom the Design -Builder has a reasonable objection. 5.2 MANAGEMENT OF SUBCONTRACTORS The Design -Builder shall be responsible for the management of the Subcontractors in the performance of their work. 5.3 CONTINGENT ASSIGNMENT OF SUBCONTRACT AGREEMENTS 5.3.1 If this Agreement is terminated, each subcontract agreement shall be assigned by the Design -Builder to the Owner, subject to the prior rights of any surety, provided that: 5.3.1.1 this Agreement is terminated by the Owner pursuant to Paragraphs 11.2 or 11.3; and 5.3.1.2 the Owner accepts such assignment, after termination by notifying the Subcontractor and Design -Builder in writing, and assumes all rights and obligations of the Design -Builder pursuant to each subcontract agreement. 5.3.2 If the Owner accepts such an assignment, and the Work has been suspended for more than thirty (30) consecutive Days, following termination, if appropriate, the Subcontractor's compensation shall be equitably adjusted as a result of the suspension. 5.4 BINDING OF SUBCONTRACTORS AND MATERIAL SUPPLIERS The Design -Builder agrees to bind every Subcontractor and Material Supplier (and require every Subcontractor to so bind its Sub -subcontractors and Material Suppliers) to all the provisions of this Agreement and the Contract Documents as they apply to the Subcontractors and Material Suppliers portions of the Work. ARTICLE 6 CONTRACT TIME 6.1 DATE OF COMMENCEMENT The Date of Commencement is the effective date of this Agreement as first written in Article 1 unless otherwise set forth below: Date of commencement is five (5) working days after receipt of contract. The design will be completed within forty-five (45) days from the signing of the contract. The construction time is sixty (60) working days after receipt of building permit. The Work shall proceed in general accordance with the Schedule of Work as such schedule may be amended from time to time, subject, however, to other provisions of this Agreement. 6.2 SUBSTANTIAL COMPLETION/FINAL COMPLETION 6.2.1 Substantial Completion of the Work shall be achieved in SIXTY (60) Working Days from the Date of Commencement. Unless otherwise specified, the Work shall be finally complete within TWENTY (20) Working Days after the date of Substantial Completion, subject to adjustments as provided for in the Contract Documents. 6.2.2 Time, limits stated in the Contract Documents are of the essence. 6.2.3 The Date of Final Completion of the Work is TWENTY (20) Working Days after the Date of Substantial Completion, subject to adjustments as provided for in the Contract Documents. 6.2.4 Unless instructed by the Owner in writing,' the Design -Builder shall not knowingly commence the Work before the effective date of insurance that is required to be provided by the Design -Builder or the Owner. 13 IMPORTANT: A vertical -line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a "redlined" version'indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDIN COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. dvwl 6.3 DELAYS INTHE WORK 6.3.1 If the Design -Builder is delayed at any time in the commencement or progress of the Work by any cause beyond the control of the Design -Builder, the Design -Builder shall be entitled to an equitable extension of the Date of Substantial Completion or the Date of Final Completion. Examples of causes beyond the control of the Design -Builder include, but are not limited to, the following: acts or omissions of the Owner or Others; changes in the Work or the sequencing of the Work ordered by the Owner, or arising from decisions of the Owner that impact the time of performance of the Work; transportation delays not reasonably foreseeable; labor disputes not involving the Design -Builder; general labor disputes impacting the Project but not specifically related to the Worksite; fire, terrorism, epidemics, adverse governmental actions, unavoidable accidents or circumstances, adverse weather conditions not reasonably anticipated, encountering Hazardous Materials, concealed or unknown conditions; delay authorized by the Owner pending dispute resolution and suspension by the Owner under Paragraph 11.1. The Design -Builder shall process any -requests for equitable extensions of the Date of Substantial Completion or the Date of Final Completion in accordance with the provisions of Article 8.. 6.3.2 In addition, if the Design -Builder incurs additional costs as a result of a delay that is caused by acts or omissions of the Owner or Others, changes in the Work or the sequencing of the Work ordered by the Owner, or arising from decisions of the Owner that impact the time of performance of the Work, encountering Hazardous Materials, or concealed or unknown conditions, delay authorized by the Owner pending dispute resolution and suspension by the Owner under Paragraph 11.1, the Design -Builder shall be entitled to an equitable adjustment in the Contract Price subject to Paragraph 6.5. - 6.3.3 In the event delays to the project are encountered for any reason, the Parties agree to undertake reasonable steps to mitigate the effect of such delays. 6.4 LIQUIDATED DAMAGES 6.4.1 SUBSTANTIAL COMPLETION The Owner and the Design -Builder agree that this Agreement shall not provide for the imposition of liquidated damages based on the Date of Substantial Completion. 6.4.2 FINAL COMPLETION The Owner and the Design -Builder agree that this Agreement shall not provide for the imposition of liquidated damages based on the Date of Final Completion. 6.4.3 OTHER LIQUIDATED DAMAGES The Owner and the Design -Builder may agree upon the imposition of liquidated damages based on other project milestones or performance requirements. Such agreement shall be included as an exhibit to this Agreement. 6.5 LIMITED MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES Except for damages mutually agreed upon by the Parties as liquidated damages in Paragraph 6.4 and excluding losses covered by insurance required by the Contract Documents, the Owner and the Design -Builder agree to waive all claims against each other for any consequential damages that may arise out of or relate to this Agreement, except for those specific items of damages excluded from this waiver as mutually agreed upon by the Parties and identified below. The Owner agrees to waive damages including but not limited to the Owner's loss of use of the Project, any rental expenses incurred, loss of income, profit or financing related to the Project, as well as the loss of business, loss of financing, principal office overhead and expenses, loss of profits not related to this Project, loss of reputation, or insolvency. The Design -Builder agrees to waive damages including but not limited to loss of business, loss of financing, principal office overhead and expenses, loss of profits not related to this Project, loss of bonding capacity, loss of 14 IMPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. , ConsensusDOCS 415 • STANDARD DESIGN -BUILD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDING COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. Ov reputation, or insolvency. 6.5.1 The following items of damages are excluded from this mutual waiver: 6.5.2 The provisions of this Paragraph shall also apply to the termination of this Agreement and shall survive such termination. The Owner and the Design -Builder shall require similar waivers in contracts with Subcontractors and Others retained for the Project. ARTICLE 7 CONTRACT PRICE The Contrait Price ' HUNDRED ONE THOUSAND ONE HUNDRED NINETY-TWO DOLLARS V$10 ,192.00) ubject to adjustment in accordance with the provisions of Article 8. ARTICLE 8 CHANGES IN THE WORK Changes in the Work which are within the general scope of this Agreement may be accomplished without invalidating this Agreement by Change Order, Interim Directed Change, or a minor change in the Work, subject to the limitations stated in the Contract Documents. 8.1 CHANGE ORDERS 8.1.1 The Design -Builder may request or the Owner, without invalidating this Agreement, may order changes in the Work within the general scope of the Contract Documents consisting of adjustment to the Contract Price or the Date of Substantial Completion or the Date of Final Completion. All such changes in the Work shall be authorized by applicable Change Order, and shall be performed under the applicable conditions of the Contract Documents. Each adjustment in the Contract Price resulting from a Change Order shall clearly separate the amount attributable to Design services. 8.1.2 The Owner and the Design -Builder shall negotiate in good faith an appropriate adjustment to Contract Price or the Date of Substantial Completion or the Date of Final Completion and shall conclude these negotiations as expeditiously as possible. Acceptance of the Change Order and any adjustment in the Contract Price or the Date of Substantial Completion or the Date of Final Completion shall not be unreasonably withheld. 8.2 INTERIM DIRECTED CHANGE 8.2.1 The Owner may issue a written Interim Directed C to reaching agreement with the Design -Builder on' Date of Substantial Completion or the Date of Fine, for Design services. 8.2.2 The Owner and the Design -Builder shall neg appropriate adjustments, as applicable, to the Cont or the Date of Final Completion, and if appropriate i of Interim Directed Changes. As the changed work costs for such work with its Application for Payment,, within thirty (30) Days of the issuance of the Interim cost to the Owner, amounts not in dispute may be it paid by Owner. 15 IMPORTANT: A vertical line in the margin indicates a change has. been made to from the party producing the document a "redlined" version indicating changes tl and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN-BUILDAGREEMENT AND GEN (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Ind,, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO US MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. 8.2.3 If the Owner and the Design -Builder agree upon the adjustments in the Contract Price or the Date of Substantial Completion or the Date of Final Completion, and if appropriate the compensation for Design services, for a change in the Work directed by an Interim Directed Change, such agreement shall be the subject of an appropriate Change Order. The Change Order shall include all outstanding Change Directives issued since the last Change Order. 8.3 MINOR CHANGES IN THE WORK 8.3.1 Design -Builder may make minor changes in the design and construction of the Project consistent with the intent of the Contract Documents which do not involve an adjustment in the Contract Price or the Date of Substantial Completion or the Date of Final Completion; and do not materially and adversely affect the design of the Project, the quality of any of the materials or equipment specified in the Contract Documents, the performance of any materials, equipment or systqis specified JRK the Contract Documents, or the quality of workmanship required by the Contract Documen s. 8.3.2 Design -Builder shall promptly inform the Owner in writing of any such changes and shall record such changes on the Design -Build Documents maintained by the Design -Builder. 8.4 DETERMINATION OF COST 8.4.1 An increase or decrease in the Contract Price resulting from a change in the Work shall be determined by one or more of the following methods: 8.4.1.1 unit prices set forth in this Agreement or as subsequently agreed; 8.4.1.2 a mutually accepted, itemized lump sum; or 8.4.1.3 if an increase or decrease cannot be agreed to as set forth in Clause 8.4.1.1 or 8.4.1.2 and the Owner issues a written order for the Design -Builder to proceed with the change, the adjustment in the Contract Price shall be determined by the reasonable expense and savings of the performance of the Work resulting from the change. If there is a net increase in the Contract Price, a reasonable adjustment shall be made in the Design -Builder's overhead and profit. In the case of a net decrease in cost, the amount of decrease in the Contract Price will not include a reduction in overhead and profit. The Design -Builder shall maintain a documented, itemized accounting evidencing the expenses and savings. 8.4.2 If unit prices are indicated in the Contract Documents or are subsequently agreed to by the Parties, but the character or quantity of such unit items as originally contemplated is so different in a proposed Change Order that the original unit prices will cause substantial inequity to the Owner or the Design -Builder, such unit prices shall be equitably adjusted. 8.4.3 If the Owner and the Design -Builder disagree as to whether work required by the Owner is within the scope of the Work, the Design -Builder shall furnish the Owner with an estimate of the costs to perform the disputed work in accordance with the Owner's interpretations. If the Owner issues a written order for the Design -Builder to proceed, the Design -Builder shall perform the disputed work and the Owner shall pay the Design -Builder fifty percent (50%) of its estimated cost to perform the work. In such event, both Parties reserve their rights as to whether the work was within the scope of the Work. The Owner's payment does not prejudice its right to be reimbursed should it be determined that the disputed work was within the scope of Work. The Design -Builder's receipt of payment for the disputed work does not prejudice its right to receive full payment for the disputed work should it be determined that the disputed work is not within the scope of the Work. 8.5 UNKNOWN CONDITIONS If in the performance of the Work the Design -Builder finds latent, 16 IMPORTANT. A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Desgn Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACT'S PARTIES. ANY OTHER USES, NCLUDING COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. ��� concealed or subsurface physical conditions which materially differ from the conditions the Design -Builder reasonably anticipated, or if physical conditions are materially different from those normally encountered and generally recognized as inherent in the kind of work provided for in this Agreement, then the Contract Price or the date of Substantial Completion shall be equitably adjusted by Change Order within a reasonable time after the conditions are first observed. Design -Builder shall provide Owner with written notice within the time period set forth in Paragraph 8.6. 8.6 CLAIMS FOR ADDITIONAL COST OR TIME For any claim for an increase in the Contract Price or an extension in the Date of Substantial Completion or the Date of Final Completion, the Design -Builder shall give the Owner written notice of the claim within twenty-one (21) Days after the occurrence giving rise to the claim or within twenty-one (21) Days after the Design -Builder first recognizes the condition giving rise to the claim, whichever is later. Except in an emergency, notice shall be given before proceeding with the Work. Claims for design and estimating costs incurred in connection with possible changes requested by the Owner, but which do not proceed, shall be made within twenty-one (21) Days after the decision is made not to proceed. Thereafter, the Design -Builder shall submit written documentation of its claim, including appropriate supporting documentation, within twenty-one (21) Days after giving notice, unless the Parties mutually agree upon a longer period of time. The Owner shall respond in writing denying or approving the Design -Builder's claim no later than fourteen (14) Days after receipt of the Design -Builder's documentation of claim. Owner's failure to so respond shall be deemed a denial of the Design -Builder's claim. Any change in Contract Price or the Date of Substantial Completion or the Date of Final Completion resulting from such claim shall be authorized by Change Order. 8.7 EMERGENCIES In any emergency affecting the safety of persons or property, the Design -Builder shall act, at its discretion, to prevent threatened damage, injury or loss. Any change in the Contract Price or extension of the Date of Substantial Completion or the Date of Final Completion on account of emergency work shall be determined as provided in this Article. 8.8 CHANGES IN LAW In the event any changes in laws or regulations affecting the performance of the Work are enacted after the date of this Agreement, the Contract Price and the Date of Substantial Completion or the Date of Final Completion, and if appropriate the compensation for Design services, shall be equitably adjusted by Change Order. ARTICLE 9 PAYMENT 9.1 PROGRESS PAYMENTS 9.1.1 Prior to submitting the first application for payment, the Design -Builder shall provide a Schedule of Values satisfactory to the Owner, consisting of a breakdown of the Contract Price, with a separate line item for Design services. 9.1.2 On or before the 25th Day of each month after the Work has commenced, the Design -Builder shall submit to the Owner an application for payment in accordance with the Schedule of Values based upon the Work completed and materials suitably stored on the Worksite or at other locations approved by the Owner. Prior to submission of the next application for payment, the Design -Builder shall furnish to the Owner a statement accounting for the disbursement of funds received under the previous application. The extent of such statement shall be as agreed upon between the Owner and the Design -Builder. 9.1.3 Within ten (10) Days after receipt of each monthly application for payment, the Owner shall give written notice to the Design -Builder of the Owner's acceptance or rejection, in whole or in part, 17 IMPORTANT: A vertical line in the margin indicates a change has been made to the original text. Priorto signing, recipients may wish, to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance cou nsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN -BUILD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Bass of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 20073 ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAKE 9 COPIES'OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDING COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED.CPA of such application for payment. Within fifteen (15) Days after accepting such Application, the Owner shall pay directly to the Design -Builder the appropriate amount for which application for payment is made, less amounts. previously paid by the Owner. If such application is rejected in whole or in part, the Owner shall indicate the reasons for its rejection. If the Owner and the Design -Builder cannot agree on a revised amount then, within fifteen (15) Days after its initial rejection in part of such application, the Owner shall pay directly to the Design -Builder the appropriate amount for those items not rejected by the Owner for which application for payment is made, less amounts previously paid by the Owner. Those items rejected by the Owner shall be due and payable when the. reasons for the rejection have been removed. 9.1.4 If the Owner fails to pay the Design -Builder at the time payment of any amount becomes due, then the Design -Builder may, at any time thereafter, upon serving written notice that the Work will be stopped within seven (7) Days after receipt of the notice by the Owner, and after such seven (7) Day period, stop the Work until payment of the amount owing has been received. 9.1.5 Payments due but unpaid pursuant to Subparagraph 9.1.3, less any amount retained pursuant to Paragraph 9.2 or 9.3, may bear interest from the date payment is due at the prime rate prevailing at the place of the Project. 9.1.6 The Design -Builder warrants and guarantees that title to all Work, materials and equipment covered by an application for payment, whether incorporated in the Project or not, will pass to the Owner upon receipt of such payment by the Design -Builder free and clear of all liens, claims, security interests or encumbrances, hereinafter referred to as "liens." 9.1.7 The Owner's progress payment, occupancy or use of the Project, whether in whole or in part, shall not be deemed an acceptance of any Work not conforming to the requirements of the Contract Documents. 9.1.8 Upon Substantial Completion of the Work, the Owner shall pay the Design -Builder the unpaid balance of the Contract Price, less a sum equal to one hundred fifty percent (150%) of the Design -Builder's estimated cost of completing any unfinished items as agreed to between the Owner and Design -Builder as to extent and time for completion. The Owner thereafter shall pay the Design -Builder monthly the amount retained for unfinished items as each item is completed. 9.1.9 STORED MATERIALS AND EQUIPMENT Unless otherwise provided in the contract documents, applications for payment may include materials and equipment not yet incorporated into the Work but delivered to and suitably stored onsite or offsite, including applicable insurance, storage and costs incurred transporting the materials to an offsite storage facility. Approval of payment applications for stored materials and equipment stored offsite shall be conditioned on submission by the. Design -Builder of bills of sale and proof of required insurance, or such other procedures satisfactory to the Owner to establish the proper valuation of the stored materials and equipment, the Owner's title to such materials and equipment, and to otherwise protect the Owner's interests therein, including transportation to the site. 9.2 RETAINAGE From each progress payment made prior to the time of Substantial Completion, the Owner may retain ten percent (10 %) of the amount otherwise due after deduction of any amounts as provided in Paragraph 9.3, and in no event shall such percentage exceed. any applicable statutory requirements. If the Owner chooses to use this retainage provision: 9.2.1 at the time the Work is fifty percent (50%) complete, the Owner shall withhold no additional retainage and pay the Design -Builder the full amount of what is due on account of subsequent progress payments; 18 IMPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wisp to request from the party producing the document a "redlined" version indicating changes to the original text Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN -BUILD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright 02007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OFTHE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACT'S PARTIES. ANY OTHER USES, INCLUDING COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. a. 0 9.2.2 the Owner may, in its sole discretion, reduce the amount to be retained at any time; 9.2.3 the Owner may release retainage on that portion of the Work a Subcontractor has completed, in whole or in part, and which work the Owner has accepted; 9.2.4 in lieu of retainage, the Design -Builder may furnish a retention bond acceptable to the Owner, to be held by the Owner. 9.3 ADJUSTMENT OF DESIGN -BUILDER'S APPLICATION FOR PAYMENT The Owner may adjust or reject an application for payment or nullify a previously approved application for payment, in whole or in part, as may reasonably be necessary to protect the Owner from loss or damage based upon the following, to the extent that the Design -Builder is responsible under this Agreement: 9.3.1 the Design -Builder's repeated failure to perform the Work as required by the Contract Documents; 9.3.2 loss or damage arising out of or relating to this Agreement and caused by the Design -Builder to the Owner, or Others to whom the Owner may be liable; 9.3.3 the Design -Builder's failure to pay the, Subcontractors for labor, materials, equipment or supplies properly furnished in connection with the Work, provided that the Owner is making payments to the Design -Builder in accordance with the terms of this Agreement; 9.3.4 Defective Work not corrected in a timely fashion; 9.3.5 reasonable evidence of delay in performance of the Work such that the Work will not be completed by the Date of Substantial Completion or the Date of Final Completion, and that the unpaid balance of the Contract Price is not sufficient to offset any direct damages that may be sustained by the Owner as a result of the anticipated delay caused by the Design -Builder; and 9.3.6 reasonable evidence demonstrating that the unpaid balance of the Contract Price is insufficient to fund the cost to complete the Work. 9.3.7 third party claims involving the Design -Builder or reasonable evidence demonstrating that third party claims are likely to be filed unless and until the Design -Builder furnishes the Owner with adequate security in the form of a surety bond, letter of credit or other collateral or commitment, which are sufficient to discharge such claims if established. No later than seven (7) Days after receipt of an application for payment, the Owner shall give written notice to the Design -Builder, at the time of disapproving or nullifying all or part of an application for payment, stating its specific reasons for such disapproval or nullification, and the remedial actions to be taken by the Design -Builder in order to receive payment. When the above reasons for disapproving or nullifying an application for payment are removed, payment will be promptly made for the amount previously withheld. 9.4 OWNER OCCUPANCY OR USE OF COMPLETED OR PARTIALLY COMPLETED WORK 9.4.1 Portions of the Work that are completed or partially completed may be used or occupied by the Owner when (a) the portion of the Work is designated in a Certificate of Substantial Completion, (b) appropriate insurer(s) or sureties consent to the occupancy or use, and (c) appropriate public authorities authorize the occupancy or use. Such partial occupancy or use shall constitute Substantial Completion of that portion of the Work. The Design -Builder shall not unreasonably withhold consent to partial occupancy or use. The Owner shall not unreasonably refuse to accept partial occupancy or use, provided such partial occupancy or use is of value to the Owner. 19 IMPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wisp to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDING COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. /! 9.5 FINAL PAYMENT 9.5.1 Final payment, consisting of the unpaid balance of the Contract Price, shall be due and payable when the Work is fully completed. Before issuance of final payment, the Owner may and, satisfactory evidence that all payrolls, materials bills and other indebtedness connected with the Work have been paid or otherwise satisfied. 9.5.2 In making final payment the Owner waives all claims except for: 9.5.2.1 outstanding liens; 9.5.2.2 improper workmanship or defective materials appearing within one year after the date of Substantial Completion; 9.5.2.3 Work not in conformance with the Contract Documents; and 9.5.2.4 terms of any special warranties required by the Contract Documents. 9.5.3 In accepting final payment, the Design -Builder waives all claims except those previously made in writing and which remain unsettled. ARTICLE 10 INDEMNITY, INSURANCE, BONDS, AND WAIVER OF SUBROGATION 10.1 INDEMNITY 10.1.1 To the fullest extent permitted by law, the Design -Builder shall indemnify and hold harmless the Owner, Owner's officers, directors, members, consultants, agents and employees (the Indemnitees) from all claims for bodily injury and property damage (other than to the Work itself and other property required to be insured under Paragraph 10.5), including reasonable attorneys' fees, costs and expenses that may arise from the performance of the Work, but only to the extent caused by the negligent acts or omissions of the Design -Builder Subcontractors or anyone employed directly or indirectly by any of them or by anyone for whose acts any of them may be liable. The Design -Builder shall not be required to indemnify or hold harmless the Indemnitees for any negligent acts or omissions of the Indemnitees. 10.1.2 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Desigri-Builder, its officers, directors or members, Subcontractors or anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable from all claims for bodily injury and property damage, other than property insured under Paragraph 10.5, including reasonable attorneys' fees, costs and expenses, that may arise from the performance of work by Others, but only to the extent caused by the negligent acts or omissions of Others. 10.1.3 NO LIMITATION ON LIABILITY In any and all claims against the Indemnitees by any employee of the Design -Builder, anyone directly or indirectly employed by the Design -Builder or anyone for whose acts the Design -Builder may be liable, the indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Design -Builder under Workers' Compensation acts, disability benefit acts or other employee benefit acts. 10.2 DESIGN -BUILDER'S LIABILITY INSURANCE 10.2.1 Prior to the start of the Work, the Design -Builder shall procure and maintain in force Workers Compensation Insurance, Employers' Liability Insurance, Business Automobile Liability Insurance, 20 MPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the parry producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDING COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. and Commercial General Liability Insurance (CGL). The CGL policy shall include coverage for liability arising from premises, operations, independent contractors, products -completed operations, personal injury and advertising injury, contractual liability, and broad form property damage. The Design -Builder's Employers' Liability, Business Automobile Liability, and Commercial General Liability policies, as required in this Subparagraph 10.2.1, shall be written with at least the following limits of liability: 10.2.1.1 Employers' Liability Insurance a. $500,000.00 Bodily Injury by Accident Each Accident b. $500,000.00 Bodily Injury by Disease Policy Limit c. $500,000.00 Bodily Injury by Disease Each Employee 10.2.1.2 Business Automobile Liability Insurance a. $1,000,000.00 Each Accident 10.2.1.3 Commercial General Liability Insurance a. $1,000,000.00 Each Occurrence b. $2,000,000.00 General Aggregate c. $1,000,000.00 Products/Completed Operations Aggregate d. $1,000,000.00 Personal and Advertising Injury Limit 10.2.2 Employers' Liability, Business Automobile Liability and Commercial General Liability coverage required under Subparagraph 10.2.1 may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by Excess or Umbrella Liability policies. 10.2.3 The Design -Builder shall maintain in effect all insurance coverage required under Subparagraph 10.2.1 with insurance companies lawfully authorized to do business in the jurisdiction in which the, Project is located. i the Design -Builder fails to obtain or maintain any insurance coverage required under this Agreement, the Owner may purchase such coverage and charge the expense to the Design -Builder, or terminate this Agreement. 10.2.4 The policies of insurance required under Subparagraph 10.2.1 shall contain a provision that the coverage afforded under the policies shall not be cancelled or allowed to expire until at least thirty (30) Days' prior written notice has been given to the Owner. The Design -Builder shall maintain completed operations liability insurance for one year after acceptance of the Work, Substantial Completion of the Project, or to the time required by the Contract Documents, whichever is longer. Prior to commencement of the Work, Design -Builder shall furnish the Owner with certificates evidencing the required coverage. 10.3 PROPERTY INSURANCE 10.3.1 Before the start of Work, the Owner shall obtain and maintain Builder's Risk Policy upon the entire Project for the full cost of replacement at the time of loss. This insurance shall also name the Design -Builder, Subcontractors, Sub -subcontractors, Material Suppliers and as named insureds. This insurance shall be written as a Builder's Risk Policy or equivalent form to cover all risks of physical loss except those specifically excluded by the policy, and shall insure at least against the perils of fire, lightning, explosion, windstorm, hail, smoke, aircraft (except. aircraft, including 21 MPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN-BUI LDAGREEM ENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). 'Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDING COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. # W r helicopter, operated by or on behalf of Design -Builder) and vehicles, riot and civil commotion, theft, vandalism, malicious mischief, debris removal, flood, earthquake, earth movement, water damage, wind damage, testing if applicable, collapse however caused, and damage resulting from defective design, workmanship or material, and material or equipment stored offsite, onsite or in transit. The Owner shall be solely responsible for any deductible amounts or coinsurance penalties. This policy shall provide for a waiver of subrogation in favor of the Design -Builder, Subcontractors, Sub -subcontractors, Material Suppliers and. This insurance shall remain in effect until final payment has been made or until no person or entity other than the Owner has an insurable interest in the property to be covered by this insurance, whichever is sooner. Partial occupancy or use of the Work shall not commence until the Owner has secured the consent of the insurance company or companies providing the coverage required in this Subparagraph 10.3.1. Prior to commencement of the Work, the Owner shall provide a copy of the property policy or policies obtained in compliance with this Subparagraph 10.3.1. 10.3.2 If the Owner does not intend to purchase the property insurance required by this Agreement, including all of the coverages and deductibles described herein, the Owner shall give written notice to the Design -Builder and the before the Work is commenced. The Design -Builder may then provide insurance to protect its interests and the interests of the Subcontractors and Sub -subcontractors, including the coverage of deductibles. The cost of this insurance shall be charged to the Owner in a Change Order. The Owner shall be responsible for all of Design -Builder's costs reasonably attributed to the Owner's failure or neglect in purchasing or maintaining the coverage described above. 10.3.3 Owner and Design -Builder waive all rights against each other and their respective employees, agents, contractors, subcontractors and sub -subcontractors, and the for damages caused by risks covered by the property insurance except such rights as they may have to the proceeds of the insurance and such rights as the Design -Builder may have for the failure of the Owner to obtain and maintain property insurance in compliance with Subparagraph 10.3.1. 10.3.4 To the extent of the limits of Design -Builder's Commercial General Liability Insurance specified in Subparagraph 10.2.1, the Design -Builder shall indemnify and hold harmless the Owner against any and all liability; claims, demands, damages, losses and expenses, including attorneys' fees, in connection with or arising out of any damage or alleged damage to any of Owner's existing adjacent property that may arise from the performance of the Work, to the extent of the negligent acts or omissions of the Design -Builder, Subcontractor or anyone employed directly or indirectly by any of them or. by anyone for whose acts any of them may be liable. 10.3.5 RISK OF LOSS Except to the extent a loss is covered by applicable insurance, risk of loss or damage to the Work shall be upon the Design -Builder until the Date of Substantial Completion, unless otherwise agreed to by the Parties. 10.4 OWNER'S INSURANCE 10.4.1 BUSINESS INCOME INSURANCE The Owner may procure and maintain insurance against loss of use of the Owner's property caused by fire or other casualty loss. 10.4.2 OWNER'S LIABILITY INSURANCE The Owner shall either self -insure or obtain and maintain its own liability insurance for protection against claims arising out of the performance of this Agreement, including without limitation, loss of use and claims, losses and expenses arising out of the Owner's errors or omissions. 10.5 ADDITIONAL LIABILITY COVERAGE 10.5.1 The Owner shall not require Design -Builder to purchase and maintain liability coverage, 22 IMPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDING (� COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. primary to Owner's coverage under Subparagraph 10.4.2. 10.5.2 If required by Subparagraph 10.5.1, the additional liability coverage required of the Design -Builder shall be: X .1 Additional Insured. Owner and St. Lucie County shall be named as an additional insured on Design -Builder's Commercial General Liability Insurance specified, for operations and completed operations, but only with respect to liability for bodily injury, property damage or personal and advertising injury to the extent caused by the negligent acts or omissions of Design -Builder, or those acting on Design -Builder's behalf, in the performance of Design -Builder's Work for Owner at the Worksite. Any documented additional cost in the form of a surcharge associated with procuring the additional liability coverage in accordance with this Subparagraph shall be paid by the Owner directly or the costs may be reimbursed by Owner to Design -Builder by increasing the Contract Price to correspond to the actual cost required to purchase and maintain the additional liability coverage. Prior to commencement of the Work, Design -Builder shall obtain and furnish to the Owner a certificate evidencing that the additional liability coverages have been procured. 10.6 ROYALTIES, PATENTS AND COPYRIGHTS The Design -Builder shall pay all royalties and license fees which may be due on the inclusion of any patented or copyrighted materials, methods or systems selected by the Design -Builder and, incorporated in the Work. The Design -Builder shall defend, indemnify and hold the Owner harmless from all suits or claims for infringement of any patent rights or copyrights arising out of such selection. The Owner agrees to defend, indemnify and hold the Design -Builder harmless from any suits or claims of infringement of any patent rights or copyrights arising out of any patented or copyrighted materials, methods or systems specified by the Owner. 10.7 PROFESSIONAL LIABILITY INSURANCE The Design -Builder shall obtain, either itself or through the, professional liability insurance for claims arising from the negligent performance of professional services under this Agreement, which shall be: General Office Coverage Project Specific Professional Liability Insurance written for not less than $1,000,000.00 per claim and in the aggregate with a deductible not to exceed $1,000,000.00.. The Professional Liability Insurance shall include prior acts coverage sufficient to cover all services rendered by the. This coverage shall be continued in effect for ONE (1) year(s) after the Date of Substantial Completion. 10.8 BONDING 10.8.1 Performance and Payment Bonds are not required of the Design -Builder. 10.8.2 Such Performance Bond, when required, shall be issued in the penal sum equal to one -hundred percent (100%) of the Contract price, including design and construction. Such Performance Bond, when required, shall cover the cost to complete the Work, but shall not cover any damages of the type specified to be covered by the insurance pursuant to Paragraphs 10.2 and 10.3, whether or not such insurance is provided or in an amount sufficient to cover such damages. 23 IMPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 •STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDING COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. Q� 10.8.3 The penal sum of the Payment Bond shall equal the penal sum of the Performance Bond. The Design -Builder's payment bond for the Project, if any, shall be made available by the Owner for review and copying by the Subcontractor. 10.8.4 Any increase in the Contract Price that exceeds 10% in the aggregate shall require a rider to the Bonds increasing penal sums accordingly. Up to such 10% amount, the penal sum of the bond shall remain equal to 100% of the Contract Price or as otherwise provided in Subparagraph 10.8.2. The Design -Builder shall endeavor to keep its surety advised of changes within the scope of the initial Agreement potentially impacting the Contract Price or the Dates of Substantial Completion or Final Completion, though the Design -Builder shall require that its surety waives any requirement to be notified of any alteration or extension of time. ARTICLE 11 SUSPENSION, TERMINATION OF THE AGREEMENT AND OWNER'S RIGHT TO PERFORM DESIGN -BUILDER'S RESPONSIBILITIES 11.1 SUSPENSION BY THE OWNER FOR CONVENIENCE 11.1.1 The Owner may order the Design -Builder in writing to suspend, delay or interrupt all or any part of the Work without cause for such period of time as the Owner may determine to be appropriate for its convenience. 11.1.2 Adjustments caused by suspension, delay or interruption shall be made for increases in the Contract Price or the Date of Substantial Completion or the Date of Final Completion. No adjustment shall be made if the Design -Builder is or otherwise would have been responsible for the suspension, delay or interruption of the Work, or if another provision of this Agreement is applied to render an equitable adjustment. 11.2 OWNER'S RIGHT TO PERFORM DESIGN -BUILDER'S OBLIGATIONS AND TERMINATION BY THE OWNER FOR CAUSE 11.2.1 If the Design -Builder persistently fails to perform any of its obligations under this Agreement, the Owner may, after seven (7) Days' written notice, during which period the Design -Builder fails to perform such obligation, undertake to perform such obligations. The Contract Price shall be reduced by the cost to the Owner of performing such obligations. 11.2.2 Upon seven (7) Days' written notice to the Design -Builder and the Design -Builder's surety, if any, the Owner may terminate this Agreement for any of the following reasons: 11.2.2.1 if the Design -Builder persistently utilizes improper materials or inadequately qualified workers; 11.2.2.2 if the Design -Builder does not make proper payment to laborers, material suppliers or contractors provided that the Owner is making payments to the Design -Builder in accordance with the terms of this Agreement; 11.2.2.3 if the Design -Builder persistently fails to abide by the orders, regulations, rules, ordinances or laws of governmental authorities having jurisdiction; or 11.2.2.4 if the Design -Builder otherwise materially breaches this Agreement. If the Design -Builder fails to cure or commence and continue to cure within the seven (7) Days, the Owner, without prejudice to any other right or remedy, may take possession of the 24 IMPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN-BUILDAGREEMENTAND GENERAL CONDITIONS BETWEEN OWNERAND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDING COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. er W Worksite and complete the Work utilizing any reasonable means. In this event, the Design -Builder shall not have a right to further payment until the Work is completed. 11.2.3 If the Design -Builder files a petition under the Bankruptcy Code, this Agreement shall terminate if the Design -Builder or the Design -Builder's trustee rejects the Agreement or, if there has been a default, the Design -Builder is unable to give adequate assurance that the Design -Builder will perform as required by this Agreement or otherwise is unable to comply with the requirements for assuming this Agreement under the applicable provisions of the Bankruptcy Code. 11.2.4 In the event the Owner exercises its rights under Subparagraph 11.2.1 or 11.2.2, upon the request of the Design -Builder the Owner shall provide a detailed accounting of the cost incurred by the Owner. 11.3 TERMINATION BY OWNER WITHOUT CAUSE If the Owner terminates this Agreement other than as set forth in Paragraph 11.2, the Owner shall pay the Design -Builder for all Work executed and for all proven loss, cost or expense in connection with the Work, plus all demobilization costs. In addition, the Design -Builder. shall be paid an amount calculated as set forth below: 11.3.1 If the Owner terminates this Agreement prior to commencement of the construction, the Design -Builder shall be paid the unpaid balance of the Design -Builder's design costs as set forth in the Schedule of Values and a premium as set forth below: 1% after conceptual estimate, based on conceptual estimate by Ahrens Companies. 2% "Buy -Out" if the construction project is either cancelled or awarded to another contractor, based on Ahrens Companies' estimate at time of cancellation. 11.3.2 If the Owner terminates this Agreement after commencement of the construction, the Design -Builder shall be paid the unpaid balance of the Design -Builder's design costs as set forth in the Schedule of Values, the Construction services provided to date and a premium as set forth below: 5% of the construction estimate and change orders at the time of termination 11.3.3 The Owner shall also pay to the Design -Builder fair compensation, either by purchase or rental at the election of the Owner, for all equipment retained. The Owner shall assume and become liable for obligations, commitments and unsettled claims that the Design -Builder has previously undertaken or incurred in good faith in connection with the Work or as a result of the termination of this Agreement. As a condition of receiving the payments provided under this Article 11, the Design -Builder shall cooperate with the Owner by taking all steps necessary to accomplish the legal assignment of the Design -Builder's rights and benefits to the Owner, including the execution and delivery of required papers. 11.4 TERMINATION BY THE DESIGN -BUILDER 11.4.1 Upon seven-(7) Days' written notice to the Owner, the Design -Builder may terminate this Agreement for any of the following reasons: 11.4.1.1 if the Work has been stopped for a sixty (60) Day period; 25 QUIPORTANT: A vertical line in the margin indicates a change_ has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN -BUILD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLUDING COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. a. under court order or order of other governmental authorities having jurisdiction; or b. as a result of the declaration of a national emergency or other governmental act emergency during which, through no act or fault of the Design -Builder, materials are not available; 11.4.1.2 if the Work is suspended by the Owner for sixty (60) Days; or 11.4.1.3 if the Owner fails to furnish reasonable evidence that sufficient funds are available and committed for the entire cost of the Project in accordance with Subparagraph 4.1.3 of this Agreement. 11.4.2 If the Owner has for thirty (30) Days failed to pay the Design -Builder pursuant to Subparagraph 9.1.3, the Design -Builder may give written notice of its intent to terminate this Agreement. If the Design -Builder does not receive payment within seven (7) Days of giving written notice to the Owner, then upon seven (7) Days' additional written notice to the Owner, the Design -Builder may terminate this Agreement. 11.4.3 Upon termination by the Design -Builder in accordance with Subparagraph 11.4.1, the Design -Builder shall be entitled to recover from the Owner payment for all Work executed and for all proven loss, cost or expense in connection with the Work, -plus all demobilization costs and reasonable damages. In addition, the Design -Builder shall be paid an amount calculated as set forth either in Subparagraph 11.3.1 or 11.3.2, depending on when the termination occurs, and Subparagraph 11.3.3. ARTICLE 12 DISPUTE RESOLUTION 12.1 WORK CONTINUANCE AND PAYMENT Unless otherwise agreed in writing, the Design -Builder shall continue the Work and maintain the approved schedules during any dispute mitigation or resolution proceedings. If the Design -Builder continues to perform, the Owner shall continue to make payments in accordance with the Agreement. 12.2 DIRECT DISCUSSIONS If the Parties cannot reach resolution on a matter relating to or arising out of the Agreement, the Parties shall endeavor to reach resolution through good faith direct discussions between the Parties' representatives, who shall possess the necessary authority to resolve such matter and who will record the date of first discussions. If the Parties' representatives are not able to resolve such matter within five (5) business Days of the date of first discussion, the Parties' representatives shall immediately inform senior executives of the Parties in writing that resolution was not affected. Upon receipt of such notice, the senior executives of the Parties shall meet within five (5) business Days to endeavor to reach resolution. If the dispute remains unresolved after fifteen (15). Days from the date of first discussion, the Parties shall submit such matter to the dispute mitigation and dispute resolution procedures selected herein. 12.3 MITIGATION If the Parties select one of the dispute mitigation procedures provided in this Paragraph 13.3, disputes remaining unresolved after direct discussions shall be directed to the selected mitigation procedure. The dispute mitigation procedure shall result in a nonbinding finding on the matter, which may be introduced as evidence at a subsequent binding adjudication of the matter, as designated in Paragraph 12.5. The Parties agree that the dispute mitigation procedure shall be: 12.3.1 MITIGATION PROCEDURES The Project Neutral/Dispute Review Board shall be mutually selected and appointed by the Parties and shall execute a retainer agreement with the Parties 26 IMPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 -STANDARD DESIGN-BUI LDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLU�yy COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. { establishing the scope of the Project Neutral's/Dispute Review Board's responsibilities. The costs and expenses of the Project Neutral/Dispute Review Board shall be shared equally by the Parties. The Project Neutral/Dispute Review Board shall be available to either Party, upon request, throughout the course of the Project, and shall make regular visits to the Project so as to maintain an up-to-date understanding of the Project progress and issues and to enable the Project Neutral/Dispute Review Board to address matters in dispute between the Parties promptly and knowledgeably. The Project Neutral/Dispute Review Board is to issue nonbinding finding(s) within five (5) business Days of referral of the matter to the Project Neutral, unless good cause is shown. 12.3.2 If the matter remains unresolved following the issuance of the nonbinding finding by the mitigation procedure or if the Project Neutral/Dispute Review Board fails to issue nonbinding findings within five (5) business Days of the referral, the Parties shall submit the matter to the binding dispute resolution procedure designated in Paragraph 12.5. 12.4 MEDIATION If direct discussions pursuant to Paragraph 12.2 do not result in resolution of the matter and no dispute mitigation procedure is selected under Paragraph 12.3, the Parties shall endeavor to resolve the matter by mediation through the current Construction Industry Mediation Rules of the American Arbitration Association, or the Parties may mutually agree to select another set of mediation rules. The administration of the mediation shall be as mutually agreed by the Parties. The mediation shall be convened within thirty (30) business Days of the matter first being discussed and shall conclude within forty-five (45) business Days of the matter first being discussed. Either Party may terminate the mediation at any time after the first session, but the decision to terminate shall be delivered in person by the terminating Party to the non -terminating Party and to the mediator. The costs of the mediation shall be shared equally by the Parties. 12.5 BINDING DISPUTE RESOLUTION If the matter remains unresolved after submission of the matter to a mitigation procedure or to mediation, the Parties shall submit the matter to the binding dispute resolution procedure selected herein. Arbitration using the current Construction Industry Arbitration Rules of the American Arbitration Association or the Parties may mutually agree to select another set of arbitration rules. The administration of the arbitration shall be as mutually agreed by the Parties. 12.5.1 The costs of any binding dispute resolution processes shall be borne by the non -prevailing Party, as determined by the adjudicator of the dispute. 12.5.2 VENUE The venue of any binding dispute resolution procedure shall be the location of the Project unless the Parties agree on a mutually convenient location. 12.6 MULTIPARTY PROCEEDING The Parties agree that all Parties necessary to resolve a matter shall be Parties to the same dispute resolution procedure. Appropriate provisions shall be included in all other contracts relating to the Work to provide for the joinder or consolidation of such dispute resolution proceedings. 12.7 LIEN RIGHTS Nothing in this Article shall limit any rights or remedies not expressly waived by the Design -Builder that the Design -Builder may have under lien laws. ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 ASSIGNMENT Neither the Owner nor the Design -Builder shall assign its interest in this Agreement 27 MPORTANT: A vertical line in the margin indicates a change has been made to the original text: Prior to signing, recipients may wish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 -STANDARD DESIGN -BUILD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNERAND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, NCLUDIN_G - COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. without the written consent of the other except as to the assignment' of proceeds. The terms and conditions of this Agreement shall be binding upon both Parties, their partners, successors,. assigns and legal representatives. Neither Party to this Agreement shall assign the Agreement as a whole without written consent of the other except that the Owner may assign the Agreement to a wholly owned subsidiary of the Owner when the Owner has fully indemnified the Design -Builder or to an institutional lender providing construction financing for the Project as long as the assignment is no less favorable to the Design -Builder than this Agreement. In the. event of such assignment, the Design -Builder shall execute all consents reasonably required. In such event, the wholly -owned subsidiary or lender shall assume the Owner's rights and obligations under the Contract Documents. If either Party attempts to make such an assignment, that Party shall nevertheless remain legally responsible for all obligations under the Agreement, unless otherwise agreed by the other Party. 13.2 GOVERNING LAW This Agreement shall be governed by the law in effect at the location of the Project. 13.3 SEVERABILITY The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision. 13.4 NO WAIVER OF PERFORMANCE The failure of either Party to insist, in any one or more instances, on the performance of any of the terms, covenants or conditions of this Agreement, or to exercise any of its rights, shall not be construed as a waiver or relinquishment of such term, covenant, condition or right with respect to further performance. 13.5 TITLES AND GROUPINGS The title given to the articles of this Agreement are for ease of reference only and shall not be relied upon or cited for any other purpose. The grouping of the articles in this Agreement and of the Owner's specifications under the various headings is solely for the purpose of convenient organization and in no event shall the grouping of provisions, the use of paragraphs or the use of headings be construed to limit or alter the meaning of any provisions. 13.6 JOINT DRAFTING The Parties to this Agreement expressly agree that this Agreement was jointly drafted, and that both had opportunity to negotiate its terms and to obtain the assistance of counsel in reviewing its terms prior to execution. Therefore, this Agreement shall be construed neither against nor in favor of either Party, but shall be construed in a neutral manner. 13.7 RIGHTS AND REMEDIES The Parties' rights, liabilities, responsibilities and remedies with respect to this Agreement, whether in contract, tort, negligence or otherwise, shall be exclusively those expressly set forth in this Agreement. 13.8 OTHER PROVISIONS 13.8.1 No retainage shall be held on the following items: 13.8.1.1 Engineer design services: FIVE THOUSAND EIGHT HUNDRED TH I RTY- SEVEN DOLLARS ($5,837.00) plus any approved design changes. 28 NPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright©2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES.ANY OTHER USES, INCLUDING COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. 13.8.1.2 Reimbursable Design Invoices that are not part of this contract. 13.8.2 Any changes in the Scope of Work involving extra labor or materials including any overage on allowance work and any changes in scope of work required by governmental plan checkers or field .inspectors will be executed upon a written Change Order, issued by the Contractor and signed by the Contractor and Owner prior to commencement of additional work by the Contractor. Allowances do not include the contractor's fee. 13.8.3 The minimum Change Order amount is $500.00. CHANGE ORDERS CAN BE LUMPED TOGETHER IF THEY OCCUR AT THE SAME TIME. 13.8.4 Addendum as follows: "This agreement to arbitrate shall include any claim of contribution or indemnity asserted by one party to this agreement against the other party even if said claim arises from a third party who is under no obligation to arbitrate the subject matter of such action". 13.8.5 Any Change Orders shall include in the cost: material, labor, equipment, subcontractors, supervision/management, estimating and estimating costs. See item 13.8.12 for overhead and profit mark-ups. 13.8.6 All permit fees, St. Lucie County impact fees, water/sewer impact and connection fees, zoning fees and Builder's Risk Insurance shall be paid by Owner. 13.8.7 The Contractor will be reimbursed at a rate of $250.00 per day for each contract extension day over five (5) days on approved Change Order WHICH AFFECT THE CRITICAL PATH. This rate is to cover direct job cost and daily expenses. 13.8.8 Where the delivery of materials, including but not limited to steel products, concrete and drywall is delayed through no fault of the Contractor, the Owner shall not hold the Contractor liable for costs associated with such delay and Contractor shall be reimbursed as per section 13.8.7 for direct job costs and daily expenses. If delay is not caused by Owner, this section does not apply. 13.8.9 This price is good for one hundred twenty (120) days from June 30, 2014, due to the volatility in the supplier markets for steel, concrete, copper, etc. 13.8.10 The Contractor will have the right to stop all work on the project and keep the job idle if payments are not made to the Contractor in accordance with schedule, or if the Owner repeatedly fails to furnish the Contractor with access to the job site and/or product selections or information necessary for the advancement of the Contractors work. Simultaneous with stopping work on the project, the Contractor must give the Owner written notice the reason and give the Owner a 29 MPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN- UILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007; ConsensusDOCS LLC; Revised. November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YO MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, IN LUDING (►�1 COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. a 14-day period to cure the default. If work is stopped due to any of the above reasons or any other material breach of the contract by the Owner, or a period of 14 days, and the Owner had failed to take significant steps to cure his default, then the Contractor may, without prejudicing any other remedies the Contractor may have, give written notice of termination of the agreement to the Owner and demand payment for all completed work and materials ordered through the date of work stoppage, and any loss sustained by the Contractor, including the contractor's profit and overhead at the rate of 20% on the balance of the incomplete work under the agreement. Thereafter the Contractor is relieved from all other contractual duties, including all punch list and warranty work. 13.8.11 Retainage shall be reduced from 10% to 5% upon completion of 50% of the project. 13.8.12 Change Orders shall be calculated with 10% overhead plus 5% profit plus estimating costs at $75.00/hour and Project Coordinator costs based on $50.00 per hour for requested work. 13.8.13 The contract amount is based on all material purchases, both by Ahrens Companies and it's subcontractors, without sales tax. Ahrens Companies will guarantee the price but Purchase Orders will be prepared and submitted for signature and payment by the Owner. With each months draw, the list of payments required against these Purchase Orders will be provided to the Owner for payment. The Owner will deduct these payments from Ahrens Companies monthly draw request. 13.8.14 As per 10.1.3, the limit of Owner's Liability is based on the attached Owner's policy. 13.8.15 'The Contractor shall make all reasonable efforts to comply with St. Lucie County Ordinance No. 9-008 Local Economic Stimulus Ordinance". ARTICLE 14 EXISTING CONTRACT DOCUMENTS The Contract Documents in existence at the time of execution of this Agreement are as follows: The following Exhibits are a part of this Agreement: EXHIBIT NO. 1 Title Sheet (T-1), Site Plan (C101), Floor Plan (A-300/A-301), Building Elevations (A-302/A-303/A-304) dated June 30, 2014. EXHIBIT NO. 2 Specifications dated June 30, 2014, consisting of 9 pages. EXHIBIT NO. 3 Ahrens Companies spreadsheet'report for Navy/UDT Seal Museum, dated 6/28/14 consisting of four (4) .pages 30 MPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a "redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415. STANDARD DESIGN-BUILDAGREEMENT AND GENERAL CONDITIONS BETWEEN OWNERAND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INCLU " COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. /�'/ This Agreement is entered into as of the date entered in Article 1 ATTEST: ................................................................. . OWNER:N UDT/FALMUSEUM TION,INC. BY:........ ...... ' ...../..�...... PRINTNAME: G G /41 V^IP% PRINTTITLE: ATTEST: DESIGN -BUILDER: Ahrens Companies BY: .......................................................................... . PRINT NAME: Richard C. Ahrens PRINT TITLE: Executive Vice President 31 IMPORTANT: A vertical line in the margin indicates a change has been made to the original text. Prior to signing, recipients may wish to request from the party producing the document a •'redlined" version indicating changes to the original text. Consultation with legal and insurance counsel and careful review of the entire document are strongly encouraged. ConsensusDOCS 415 • STANDARD DESIGN -BUILD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER -AND DESIGN -BUILDER (Where the Basis of Payment Is a Lump Sum Based on an Owner's Program Including Schematic Design Documents). Copyright © 2007, ConsensusDOCS LLC; Revised November 2009. YOU ARE ALLOWED TO USE THIS DOCUMENT FOR ONE CONTRACT ONLY. YOU MAY MAKE 9 COPIES OF THE COMPLETED DOCUMENT FOR DISTRIBUTION TO THE CONTRACTS PARTIES. ANY OTHER USES, INC LUDI COPYING THE FORM DOCUMENT, ARE STRICTLY PROHIBITED. EXHIBIT NO.2 SPECIFICATIONS FOR NATIONAL NAVY UDT — SEAL MUSEUM Proposed Entrance Vestibule Addition 3300 North Highway Al A Fort Pierce, FL 34949 June 30, 2014 01 GENERAL CONDITIONS A. Owner shall be responsible for the following: 1. Permit and impact fees. 2. Any utility connection fees (sanitary, water, electric, phone, etc.). 3. Builder's Risk Insurance. 4. Accent lighting, exterior. 5. Signage. 6. Temporary construction facilities (electric and water). 7. All site work except for demolition of existing front entrance., 8. Racking or shelving. 9. Appliances (vending machines, refrigerator, microwave, etc.). 10. Landscaping and irrigation removal and reinstallation. 11. Initial survey work, if required. 12. Fire alarm system as required. 13. Soil borings (if required). 14. Site plan approval fees. 15. Removal of unsuitable soils, if encountered. 16. Any unforeseen conditions resulting in additional expenses. 17. Any modifications to existing building. 18. Security system. 19. Phone, computer, cable and/or intercom systems. 20. Site plan lay -out for obstacle course. To be billed separately. Cost not to exceed $1,250.00. 21. Test and balance A/C system by independent testing laboratory. 22. Performance and Payment Bond. -1- THIS DOCUMENT, DATED JUNE 30, 2014 IS COPYRIGHTED AND IS THE PROPERTY OF AHRENS COMPANIES. IT IS UNLAWFUL TO COPY AND/OR USE THIS DOCUMENT FOR ANY REASON WITHOUT WRITTEN PERMISSION FROM AHRENS COMPANIES. i Specifications National Navy UDT — Seal Museum Entrance Vestibule Addition June 30, 2014 23. All chain link fencing / gates work, if required. 24. Temporary site fencing. 25. Site photometrics plan or site lighting. 26. Floor finishes which include recessed entrance mat and finish over concrete. 27. Storm Water Pollution Prevention Plan (SWPPP), design and/or processing. 28. Any improvements to existing facility. B. Allowances / Qualifications 1. Entrance vestibule lights — two (2) at a cost of $175.00 per fixture. C. Ahrens shall be responsible for the following: 1. Required project supervision and management. 2. Architectural / engineering drawings which will include the following: a. Title Sheet. b. Architectural Site Plan for entrance vestibule. c. Roof Framing plan. d. Ceiling plan. e. Floor plan. f. Architectural elevations. g. Required building / wall sections. h. Door, finish schedules. i. Miscellaneous details. j. Foundation plan, details. k. Structural plans. I. Air Conditioning plan. m. Electrical plans. n. Energy code calculations. o. Pre-engineered building structural drawings. 3. Temporary construction toilet. 4. Project site clean-up. a. Construction dumpster as required. 5. Finish clean-up to include: a. Removal of all construction material and equipment. b. Broom sweep interior of display areas. c. Clean and wipe down interiors of finished entrance. d. Clean all entrance door frames and glass inside and out. 2 THIS DOCUMENT, DATED JUNE 30, 2014 IS COPYRIGHTED AND IS THE PROPERTY OF AHRENS COMPANIES. IT IS UNLAWFUL TO COPY AND/OR USE THIS DOCUMENT FOR ANY REASON WITHOUT WRITTEN PERMISSION FROM AHRENS COMPANIES. Specifications National Navy UDT — Seal Museum Entrance Vestibule Addition June 30, 2014 e. Subcontractors are required to deposit waste at location chosen by contractor (within 100' of the building). 6. Six and one-half percent (61/2 %) Florida sales tax. 7. Assumed 2,500 p.s.f. soil bearing value. 8. Building layout and building as -built by a certified land surveyor. 9. All construction to comply with the latest revised standard building codes and local zoning ordinances as they might apply. Notify engineer and Owner immediately if any discrepancies are found based on applicable code. 10. All trades to verify existing dimensions, grade levels, quantities and conditions prior to starting work. 11. All labor to be first class by skilled mechanics in each respective trade. Defective installations will be repaired or replaced at contractor's expense without delays, per architect's approval. 12. All questions to be first directed to Ahrens. Companies prior to proceeding with work in question. 13. Substitutions not permitted unless approved by Ahrens Companies and Owner. 14. Shop drawings and submittals for. approval by Ahrens Companies prior to installation for: a. Aluminum entries and frames, including product acceptance / approval. b. Mechanical equipment. c. Electrical fixtures. d. Roll up entrance shutter. e. Reinforcing steel. f. Concrete mixes. g. Stucco mix designs. 15. Shop drawing review.. 16. Estimating. 17. Prints. 18. Long distance calls. 19. Mailing costs. 20. Mileage expenses and tolls. 21. First aid. 22. General miscellaneous labor, as required. 23. Permit processing. 24. Close-out manual with complete subcontractor/supplier contact list, warranties, submittals and operation manuals. 3 THIS DOCUMENT, DATED JUNE 30, 2014 IS COPYRIGHTED AND IS THE PROPERTY OF AHRENS COMPANIES. IT IS UNLAWFUL TO COPY AND/OR USE THIS DOCUMENT FOR ANY REASON WITHOUT WRITTEN PERMISSION FROM AHRENS COMPANIES. ■ Specifications National Navy UDT — Seal Museum Entrance Vestibule Addition June.30, 2014 02 SITEWORK A. Ahrens shall be responsible for the following: 1. Finish floor elevation shall match existing building. 2. Building pad compaction based on standard soil conditions. compaction included. 3. Termite soil poisoning. Provide one (1) year warranty. 4. Clear and grub area to accommodate entrance as required. 5. Build / compact building pad. 6. Finish site grading for 10 feet outside building perimeter. 7. Perimeter silt fence: 70 I.f. 8. On site concrete (adjacent to entrance): a. Areas: A/C pad. b. Quantity: 20 s.f. c. Thickness: 4". d. Reinforcing: 6 x 6 —10/10 w.w.f. e. Finish: light broom. f. Concrete: 3000 PSI grade minimum. 9. One (1) proctor and three (3) densities for entrance footing/slab. 03 CONCRETE A. Ahrens shall be responsible for the following: No specialty 1. Foundation design. 2. Foundation forming. 3. Footer, grade beam and masonry reinforcing steel, Grade 60. 4. 6 x 6 W1.4XW1.4 WWM reinforcement for slab, flat sheets. 5. Concrete as follows: a. 3000 p.s.i. grade: All concrete (regular mix for slabs and pump mix for walls). 7. Concrete finishes as follows: a. Interior: Hard trowel finish. b. Exterior: Light broom finish. 8. Concrete slab.thickness as follows: a. 4": A/C pad/entrance slab. 9. Concrete labor placement. 10. All work shall be in accordance with local building codes and ordinances. (2007 4 THIS DOCUMENT, DATED JUNE 30, 2014 IS COPYRIGHTED AND IS THE PROPERTY OF AHRENS COMPANIES. IT IS UNLAWFUL TO COPY AND/OR USE THIS DOCUMENT FOR ANY REASON WITHOUT WRITTEN PERMISSION FROM AHRENS COMPANIES. Specifications National Navy UDT — Seal Museum Entrance Vestibule Addition June 30, 2014 Florida Building Code). 11. Design wind loads are based on a velocity of 150 m.p.h. 3-second gusts Exposure C, Importance Factor 1.0. 12. Foundation design is based on 2,500 PSF minimum allowable bearing pressure (confirm with soil report). 13. Provide 6 mil vapor barrier under entrance slab. 14. Building pad shall be compacted to 95% proctor. 15. Finish floor elevation = match existing building. 16. Provide steel reinforcement in masonrywalls per drawings. 17. 2" concrete pump for masonry. 18. 11Y x 4" asphaltic expansion joint where entrance concrete abuts building slab and sidewalk abuts new entrance. 04 MASONRY A. Ahrens shall be responsible for the following: 1. Standard 12" x 12" x 16" masonry units with Duro-wall horizontal reinforcement every third course for all masonry walls per drawings. 2. Concrete masonry units (CMU) to be first quality "A" grade cured units or proper shapes and sizes for each application. Broken, cracked, chipped or warped units will be rejected. 3. Use clean sand and water with Type "M" or "S" Portland Cement mixed to proper consistency and proportions to achieve best bond between units used. 4. Brace walls as required during construction until walls are permanently tied to structure and/or cured to design strengths. 5. Install vertical steel reinforcing rods in CMU cores filed full with concrete, full height of wall from footings, as per drawings. 6. Set all masonry if full bed and head mortar joints, shoving unit into place, squeezing mortar out of joints and excess mortar immediately struck smooth with masonry units' faces. Voids in any mortar joints will be rejected and units removed and replaced without delays at contractor's expense. Lay units plumb and level. 7. 3000 p.s.i. grout fill or pearock pump mix as required. s THIS DOCUMENT, DATED JUNE 30, 2014 IS COPYRIGHTED AND IS THE PROPERTY OF AHRENS COMPANIES. IT IS UNLAWFUL TO COPY AND/OR USE THIS DOCUMENT FOR ANY REASON WITHOUT WRITTEN PERMISSION FROM AHRENS COMPANIES. � F e Specifications National Navy UDT — Seal Museum Entrance Vestibule Addition June 30, 2014 05 METALS A. Ahrens shall be responsible for the following: 1. Hilti or approved substitute bolts shall be galvanized. 2. All structural steel shall be shop painted and touched up in field by erector. 3. All steel connections to be field welded and/or bolted in accordance with AISC standard practice, or metal building manufacturer's recommendations. 06 CARPENTRY (NOT USED) 07 MOISTURE PROTECTION A. Ahrens shall be responsible for the following: 1. 6 mil visqueen vapor barrier under entrance slab. 2. Insulation: a. Interior walls and ceilings: 1) Provide 1" rigid board insulation at three (3) exterior walls. 2) Provide 6" (R-19) batt insulation over entrance ceiling. b. Metal building insulation — Roof: 1) R-19 total insulating value. 4. Miscellaneous caulking at entrance doors as required: Tremco "Mono" or approved product. 5. Fireproof penetrations as required. 08 DOORS. WINDOWS & GLASS A. Ahrens shall be responsible for the following: 1. Impact and non -impact Storefront systems as follows: a. Aluminum framing: Equal to Arch Aluminum 3000 Glazed System including all framing, glass, and all trim, closures, fastenings, sills and sealants for impact and standard framing for non -impact. b. Aluminum and finish: Bronze anodized frames. c. Gaskets: Continuous Neoprene type to suit aluminum frames, black. d. Sealant: Tremco "Mono": Color: bronze. 6 THIS DOCUMENT, DATED JUNE 30, 2014 IS COPYRIGHTED AND IS THE PROPERTY OF AHRENS COMPANIES. IT IS UNLAWFUL TO COPY AND/OR USE THIS DOCUMENT FOR ANY REASON WITHOUT WRITTEN PERMISSION FROM AHRENS COMPANIES. c Specifications National Navy UDT — Seal Museum Entrance Vestibule Addition June 30, 2014 e. Sizes: Description as follows: 1) New storefront/door systems as per drawings, impact. 2) New pair of 3070 entrance doors, non -impact. 3) Standard door hardware, no panic bars required. 2. Roll up entrance shutter as follows: a. Type: Roll up. b. Gauge: Minimum 24 c. Design Loads: 150 mph 3 second gust. d. Size and quantity: 1) One (1) as per drawings. e. Accessories/modifications 1) Standard color finish. 2) Manual operation. Provide alternate for electric operated. 09 FINISHES A. Ahrens shall be responsible for the following: 1. Painting as follows: a. Scope: 1) Stucco exterior complete, including walls and bands. 2) Gyp -board walls and ceilings. b. Caulking of all joints between storefront, door and window frames, concrete and gypsum board. c. Color schedule: to be selected. d. Painting and finish schedule: 1) Stucco: Prime coat and two (2) finish coat(s) of exterior flat latex paint — mil thickness as recommended by selected mfr. 2) Gypsum board: Prime coat and one finish coat of flat latex. 2. Stucco as follows: a. Exterior walls and bands (see elevations). b. Apply paper -backed metal lath areas tying new walls to existing walls. c. Apply standard three (3) coat 5/8" thick light textured stucco at all exterior exposed wall surfaces. d. All bands shall receive sand finish. e. Include built-up parapet cap. 4. Metal stud framing as follows: a. 6" x 25 gauge metal studs @ 16" o.c. for new drywall ceiling. THIS DOCUMENT, DATED JUNE 30, 2014 IS COPYRIGHTED AND IS THE PROPERTY OF AHRENS COMPANIES. IT IS UNLAWFUL TO COPY AND/OR USE THIS DOCUMENT FOR ANY REASON WITHOUT WRITTEN PERMISSION FROM AHRENS COMPANIES. Specifications National Navy UDT — Seal Museum Entrance Vestibule Addition June 30, 2014 b. 1-5/8" x 25 gauge metal stud furring @ 16" o.c. or zee furring over 1" rigid insulation (see drawings for height). 5. Gypsum board as follows: a. 5/8" regular or Type "x" bond throughout as required. 10 SPECIALTIES (NOT USED) 11 EQUIPMENT (NOT USED) 12 FURNISHINGS (NOT USED) 13 SPECIAL CONSTRUCTION A. Ahrens shall be responsible for the following: 1. Roof slope: Per drawings 2. Design loads: 1) Frame live load: Per approved shop drawings. 2) Roof live load: 20 lbs. Tributary area deduction. 3) Wind load: 150 M.P.H. 3 second gust, Exposure C. 4) Collateral load: 7lbs. 5) Miscellaneous: UL 90 uplift. 6) Importance Factor: 1.0 7) FBC 2007 code. d. Roof panel: 1) 24 gauge, silicone polyester white, "R" screw down roof panel with twenty- year material warranty. e. Wall panel and trim as follows: N/A f. Accessories as follows: 1) Standard gutters and downspouts. 2) One (1) downspout required at each side. 3) Roof -to -wall transition flashing, both end walls. 4) Required purlins, eave struts and clips. 5) Ledger angles at end walls, no columns required. 6) Standard red oxide primer. g. Roof framing erection. 14 CONVEYING SYSTEMS (NOT USED) 8 THIS DOCUMENT, DATED JUNE 30, 2014 IS COPYRIGHTED AND IS THE PROPERTY OF AHRENS COMPANIES. IT IS UNLAWFUL TO COPY AND/OR USE THIS DOCUMENT FOR ANY REASON WITHOUT WRITTEN PERMISSION FROM AHRENS COMPANIES. 01, Specifications National Navy UDT — Seal Museum Entrance Vestibule Addition June 30, 2014 15 MECHANICAL A. Ahrens shall be responsible for the following: 1. HVAC system as follows: a. Air conditioning installed per CMi Air Conditioning and Electrical design. b. Refrigeration piping and condensate drains. c. '/2 ton Mitsubishi or equal split system with wall mounted supply and return. d. One (1) programmable thermostat. e. Test and balance by CMi Air Conditioning & Electrical (if required). 3. Fire sprinkler system to include required recessed sprinkler head or heads in entrance way ceiling. 16 ELECTRICAL A. Ahrens shall be responsible for the following: 1. Electrical as follows: a. (2) Duplex receptacles. b. (2) Entrance vestibule lights TBD. Allowance of $175.00 per fixture. c. A/C connection, as required. d. (1) Exit/Emergency combination. e. (6) Exterior ceiling fluorescents. f. (1) Occupancy sensor at entrance vestibule lights. 9 THIS DOCUMENT, DATED JUNE 30, 2014 IS COPYRIGHTED AND IS THE PROPERTY OF AHRENS COMPANIES. IT IS UNLAWFUL TO COPY AND/OR USE THIS DOCUMENT FOR ANY REASON WITHOUT WRITTEN PERMISSION FROM AHRENS COMPANIES.