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Contract 43762-CO1S1
C;I-N s-LGREfAw & 1 Attachment G SUPPLEMENTAL AGREEMENT TO PUBLIC SAFETY TRAINING CENTER DESIGN-BUILD AGREEMENT CHANGE ORDER I FDIC THE CONSTRUCTION OF FIRE STATION V THIS AGREEMENT, entered into and effective as of the last date signed by a party hereto, is between the City of Fort Worth. a Texas Home-Rule Municipality ("City"), The Cornell FW Company, LLC, a Texas Limited Liability Corporation ("Design-Builder"), and The Ridgemont Company ("Contractor"). The City, Design-Builder and Contractor are each a "Party" hereto and are sometimes referred to as the"Parties". WHEREAS, the City and Design-Builder have negotiated a Design-Build Agreement (the "D-B Agreement") containing the terms and conditions for the Design-Builder and its associated project team, including Contractor, to build for the City, Fire Station 17 as a change order to thePublic Safety Training Center(the "Project"); and WHEREAS, in addition to the provisions in the D-B Agreement, the City requires written assurance that Design-Builder will perform its obligations to construct the Project and pay its Contractor as well as assurance that the City has adequate remedies should Contractor fail to honor its obligations under the D-B Contractor Agreement WHEREAS, Design-Builder and Contractor have negotiated an agreement between themselves for work on the Project ("D-B — Contractor Agreement"), setting forth the terms and conditions of their contractual relationship, a copy of which is attached hereto and incorporated herein; and. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the Parties hereto mutually agree as follows: OFFICIAL RECORD ARTICLE I CITY SECRETARY FAILURE TO PERFORM �T.WORTH,TX In the event that the Design-Builder fails to perform under the D-B —Contractor Agreement, including failure to pay Contractor from sums received from City, and Contractor, in good faith, determines Design-Builder to be in breach of the D-B — Contractor Agreement (allowing for any negotiated time to cure), prior to exercising any rights it may have in the D-B — Contractor Agreement, as same may pertain to Contractor suspending work, declaring a breach of contract, or exercising any other lawful action it may possess, Contractor shall notify City in writing of the apparent breach ("Notice"), such Notice to be provided by hand-delivery or registered mail, to the PMO Program Manager assigned to the Project(as per the D-B Agreement). Notwithstanding anything to the contrary in the D-B — Contractor Agreement, upon receipt of such Notice from Contractor, City shall have an automatic right, but not the obligation, to cure CM-CORNELL-RIDGEMONT 3 Party Agreement I the default, such cure to be provided no later than 30 days from the date Notice was received by City. Design-Builder's failure to pay Contractor shall be grounds for City to initiate any appropriate proceedings under the D-B Agreement, including termination or for recovery of such sums which were paid by City to Contractor in order to cure the apparent default. Notwithstanding anything to the contrary in the D-B — Contractor Agreement, upon the occurrence of an event causing the City to cure as described above, City shall also have the right, but not the obligation, to make demand on the Design-Builder for immediate assignment of the D-B — Contractor Agreement to the City. If such demand is made, Design-Builder hereby agrees to immediately assign to City all of Design-Builder's right, title and interest in the D-B — Contractor Agreement, and Contractor will accept performance by the City thereunder the same as if by Design-Builder. ARTICLE II D-B—CONTRACTOR AGREEMENT Design-Builder and Contractor each agree that the D-B — Contractor Agreement between them shall not be amended or modified (except as to routine change orders or use of contingency, with notice of same to City), terminated or assigned to any other person or entity, without first seeking the City's express written consent. Any such amendment, modification, termination, or assignment,without City's prior written consent, shall not be binding upon City. ARTICLE III NOTICE Any Party issuing a Notice required by this Agreement shall also provide a copy of such written notice to the other Parties to this Agreement and to any surety for any payment or performance bond issued by Contractor to Design-Builder and/or City. Notice shall be addressed to the following, or such other party or address as a Party designates in writing, by certified mail, postage prepaid, or by hand delivery: City: Design-Builder Mark Rauscher Pat Cornell PMO Program Manager The Cornell FW Company, LLC City of Fort Worth 100 E. 15th Street, Suite 640 1000 Throckmorton St. Fort Worth, TX 76102 Fort Worth, TX 76102 With copies to: With copies to Douglas W. Black Chip Heath City Attorney's Office Project Director City of Fort Worth 100 E. 15th Street, Suite 640 1000 Throckmorton St, Fort Worth, TX 76102 Fort Worth, TX 76102 CM-CORNELL-RIDGEMONT 3 Party Agreement 2 AND The Ridgemont Company Jason Lillard President&Principal 1520 W. Walnut Lane Irving, TX 75038-3701 ARTICLE IV TERM This Agreement shall be for a term concurrent with the Design-Build Agreement and D-B — Contractor Agreement, whichever shall last longer, as same may be extended, and shall be executed and delivered concurrently with delivery of the bonds as provided for in paragraph 8.6.1 of the Design-Build Agreement . This Agreement may not be terminated by a Party hereto without the express written consent of all the other Parties. ARTICLE V GOVERNING LAW AND VENUE This Agreement shall be deemed to be a contract entered into pursuant to the laws of the State of Texas and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State of Texas. Venue for any action brought under this Agreement shall lie exclusively in state courts located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas, Fort Worth Division. ARTICLE VI GOVERNMENTAL POWERS It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. ARTICLE VII SEVERABILITY The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. ARTICLE VIII COUNTERPARTS This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, and all such counterparts shall together constitute but one and the same instrument. CFW-CORNELL-RIDGEMONT 3 Party Agreement 3 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement in multiple originals in Fort Worth, Texas. BY: BY: CITY OF FORT WORTH THE CO F COMP , LLC Fernando Costa Pat C 1 Assistant City Manager President Date; / $ /S Date: 2,6 Approval Recommen d: By: Randle Ha od, rector Planning and Dev lopment Department Date: rZ A( 4 Approved as to Form and Legality THE RIDGEMONT COMPANY By: By: Douglas W. Black Jaso4ill r Assistant City Attorney President Principal Date:_ ,;2 � — M&C No.: M&C Date; ATT T: O°Ooc°°e Mary J. Kay r X p►6`m/ City Secretary i I OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CFW-CORNELL-RIDGEMONT 3 Party Agreement 4 :fidelity and Deposh Compo y of M ''I dCo ® al Axne °Ilan Casualty arid. Surety Co 13ond 116:PRF9160613- 1'iJ$LIC�'VQRK Dual Obligee Rider Attached STATUTORY PERFORMANCE BOND PURSUANT 70 cCIIAPI I j 2253'OF THS TEXAS G0V9X 1 NT'C.( DE.-AS. AMENDED BY THE-73rd LFGa>SLATURR7 J993: ;;jl?eitaliy.of:tliis bond must;be 1 QQ%of.Contract.�rttount) I NOVi;ALL N E*RY THESE PRESENTS; :fliaf, -The Ridgemont.Comaany. ' '(Heie:niseitthe risme a}td a_dd�ess oraegATtitle�ofitie Cbptraclor) 1520 W.Walnut Hill Lane Irving,TX 75038-3701 {hereinafter called the Prwcipall as Ptiitcipal; W: Colonial American Casualty.and Surety Company/ Fidelity and Deposit Company of Maryland (Here'W0tthe iietne of ilie-Sure _ tY) a coiporahon organized arid.odstutg.undet dielaws"6f fhe State of Mai3'lmtd,v4nlh its pnricipalptbe iti the city of Schaumburg b�eu tlie;Surety),asSurety;are lielci'editi'f`rrinly::iiounditiitg The Cornell FW Company LLC 100,F. 15'' Street Suite 640 Fort Worth,TX 76102 (Ieze:in4ert_the name of the Obligee) eltta g ... . (h'er •- iter robed theObli'ee, in the amqupt:of_Four Million One Hundred Fifty-]Five Thousand One Hundred Thirty-Three and No Cents (I-Ieie insert aa.umow�Ccquul to the total cotitract.�iice� .— I)o 4,155,133.00 );Tor the paytri��twhereof;'tlie.said lsriiicilia and:Sii;•ety biitd-themserl' -;and:ttieit l eirs- a ;nL*atnrs,execu6 gtts,jointly aM.severally,.fM3Ay by these-px�esetits: rs;successors and'assi WIOO the Principal-hasenteiisdi4to a.remail,written eontract'with the Obli ee.dated the . day of: S - - - .,, to which contract is hereby re£etred to`and mode's part heregf'as fully acid to the"same"exteitt as:if costed at lettgfh hereat. - NOW,THEREk ORE;TIS COIyDIT100-OF:THIS OBLIGATION IS SUCH;tha if the sol.d I'rittcial p .shall faittifiili}+perform<tlie uvoile�Iii aacoidauce:with tlie'plans;spet7fications anti contract°.documents,thea this obligation shall be.v4iil,0 .Pe vise to PcIfuu`in:full fI and effect: .. P pro pt PROVIDED -HOWEVER that this Bond is;executed ursuaat to the;. visions of Cha er 2253`of the'Texas Goven;une�nt Code as amended by Acts of_tbe 730 i egislatitre, 1993,and all Itabiliiies.on thus:bond shall be detetmiited to accordance wttli:1h provisions of aid Chapter.to.the same extent ay if tt�vere:copied at lengtl2 Herein. IN WITNESS _. ` _ , 1VUII$I2F()la,the saxd>Pintcisal and Surety Have signal:and sealedtlus.iitsbrumerit flus._ day of wincss: QlZ-P41)`V VAkL OR:FIR AI ATTEST.. The Rid Company . (SAAL) F (SEAT;) (IF CORPORA770N) ` f?rnaipax 1 "-e- FIDELITYAND:DEPOSTT:` Iv1Py1IVY OF MARYLAND' COLOMAL.AMEMCAN.C: $11A14'Y AND•SIJItETY C()1ViPANYY Nf, p Surety BY � .FAL P1; 3ooaix*lc Debra Lee Moon-Attorney-In- ic�tK Fidelity and Deposit Company of Maryland .0 onial American Casualty and _Suxety CoXnpany UTQRY P.[T)�IIC WORK Bond NoOb; PRF9160613 Dual STATPAYMENT BOND PURSUANT. Q ligee Rider Attached CWTER 2253 Or-THE TEXAS.COwRNMENT CODE AS AMENDED BY'THE 73rd LEGISLATURE;-1993 -{Penalty of this Bond must be I OU%of Contcf amount)- MOMAIX MEN ICY THESE:PRESENT$; TbA.., The Ridgemont Coin (Trete insert.lFte name and addressor legal title ofthe Contraetor) 1520 W..Walnut.Hill Lane,•Irvin TX 75038-3701 :: . (hereWtier.called the PiiiiciP ),as,l?iitzcilral, and Colonial American Casualty and Surety Company/Fidelity and Deposit Company of Maryland (fere iasw the imine ofth"Wtty) A corporationo gazzized,and_exi.tiagunderthe'taws6ftheState:oflV1arg144w it.Prznczpal:affrcernthecityofSchaumburg (hereinafter Calledthe-Surety);os Suter;are Ile1d and firmly bbuii i unto: The Cornell FW Company,LLQ: - .100E..15! .Street,.Suite.640 Fort Worth,TX 76102 `(Here ipett_the name:oftho obligee) Four Million One Hundred Fifty-Five (hereinafter`Called fhe Obligee),-rnthe amount of _Thousand One Hundred Thirty-Three and No Cents - ..,(Frere u�sertan�amountequaltoYhglotal,conttxctprice?: Dollars(5.4,155,133.00. ),fpr the PAyineni vphereof,the satd Princzpal azid Surety bind themsefves;.and fl it]tarts,adznrr»sttators t icecutors-successors and assigns;Jointly aW severally;fvmty bytliese preseiiits. WHEREAS;-the Pzyticipal hu.entered into a ceitai i written cbutiact with the Obligee;datedflie �� day of �., ... .City.of Fort.Worth,Fire.Station.#1.7 .. whichC0rit18Cf 1S-ltefeby cfemed to and made apazthereof as _ .. _.. . fully and'to extent as.zf copied at Iengtlrhereip. NOW;THEREFORE;THE CONDMON`WIMS OBLIGATION IS SUCH,that if the sa2d Principal shall pay;all. Claimants supplying labor and malarial to.hien or o suticoz►fractor in the prosecution..of the.work provided for.in said'contract, theA this 6 gation shall-be void,otherwzse to reinainan fu11`force and effect PROVIDED, HOWEVER;.that this bond is'executed pursuant to the p4ons of Chapter 2253 of the `Texas Govenunent Code as.amended by Acts of the 73rci;Legislatvre,1993;and all.liabzLheson thts b`ori to`all,stick claiiiiants shalt be deteriiuned In;accordaiiec yvzi the,provision of said Chapter to the satue.eatenf as if itwelE copzed:atlength.heren; IN WITNESS WHEREOF,the said Principal and Suzeiy-Have signed and sealed.0 instiument this 94_ . day of- �^ i�{�y /. _o iq; W111VESSi. (SEAL) (]F INl)IVIDTIAL OR.FIRfvt) (stAL) .ATTL'. :; he Ri;. nt Company . iscAL) (tF:CUkMRArTION) { Aindpal 0 f OELITI'Y AND DEPOSIT 1 410(OF MARYLAND V7CO ONIALAMERIC N . SUALTY AND SURETY COMPAW ivety CAY73000TX060lo De ra Lee Moon-Attorney=ln Aact Colonial American Casualty and Surety Company / Fidelity and Dual Obligee Rider Deposit Company of Maryland 1400 American Lane, Tower I, 18th Floor Schaumburg, IL 60173 TO BE ATTACHED TO AND FORM PART OF MAINTENANCE Bond No. PRF9160613 dated concurrently with the execution of this Rider,issued by the Colonial American Casualty and Surety Company/Fidelity and Deposit Company of Maryland,a Maryland Corporation, as Surety, on behalf of The Ridgemont Company as Principal,and in favor of The Cornell FW Company, LLC. as Obligee. IT IS HEREBY UNDERSTOOD AND AGREED that the above described bond(s)is(are)amended to include City of Fort Worth as additional Obligee (s) IT IS FURTHER UNDERSTOOD AND AGREED that the above described bond(s)is(are)amended to include the following Paragraphs: Notwithstanding anything contained herein to the contrary, the Principal and Surety shall not be liable under this bond to the Obligees or either of them, unless the said Obligees, or either of them, shall make payment to the Principal strictly in accordance with the terms of said contract as to payments, and shall perform all the other obligations to be performed under said contract and bond at the time and in the manner therein set forth,provided however, that if said contract orbond shall be deemed unenforceable for any reason, this Rider shall likewise be deemed unenforceable. The aggregate liability of the surety hereunder to Obligees is limited to the penal sum above stated and Surety, upon making payment hereunder, shall be subrogated to,and shall be entitled to an assignment of all rights of the payee,either against principal or against any other party liable to the payee on the discharged obligation. Nothing herein contained shall be held to change, alter or vary the terms of the above described bond(s) except as hereinbefore set forth. SIGNED, SEALED AND DATED this { day of O(A` 6b� ,, 2014, The Ridgemont Company Colonial American Casualty and Surety Company/ Fidelity and Deposit Company of Maryland By: By: � � Debra Lee Moon, Attorney-in-Fact ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:That the ZURICH AMERICAN INSURANCE COMPANY,a corporation of the State of New York,the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY,a corporation of the State of Maryland,and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Maryland (herein collectively called the "Companies"), by GEOFFREY DELISIO, Vice President, in pursuance of authority granted by Article V, Section 8, of the By-Laws of said Companies, which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby nominate, constitute,and appoint Sammy Joe MULLIS,JR.,John William NEWBY,Wilbert Raymond WATSON,Carolyn J.GOODENOUGH, Mary JO ZAKRZEWSKI, Sandra Lee RONEY, Michael L. TULLIS, Debra Lee MOON and Andrea Rose CRAWFORD, all of Addison,Texas, EACH its true and lawful agent and Attorney-in-Fact,to make,execute,seal and deliver,for,and on its behalf as surety, and as its act and deed: any and all bonds and undertakings, EXCEPT bonds on behalf of Independent Executors, Community Survivors and Community Guardians. and the execution of such bonds or undertakings in pursuance of these presents,shall be as binding upon said Companies, as fully and amply,to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York,New York.,the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland., in their own proper persons. The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V,Section 8,of the By-Laws of said Companies,and is now in force. IN WITNESS WHEREOF, the said Vice-President has hereunto subscribed his/her names and affixed the Corporate Seals of the said ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and FIDELITY AND DEPOSIT COMPANY OF MARYLAND,this 26th day of December,A.D.2013. ATTEST: ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND �,gl pra DUO., �,'o tN8L ?� �^ ra . P-24pR��7��n�' s t SEALl iA: ie !O BY. J Assistant Secretary Vice President Gerald F.Haley Geoffrey Delisio State of Maryland City of Baltimore On this 26th day of December, A.D. 2013, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, GEOFF RE,Y DELISIO,Vice President,and GERALD F.HALEY,Assistant Secretary,of the Companies,to me personally known to be the individuals and officers described in and who executed the preceding instrument,and acknowledged the execution of same,and being by me duly sworn,deposeth and saith,that he/she is the said officer of the Company aforesaid,and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies, and that the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my Official Seal the day and year first above written. -< "• 01 to Maria D.Adamski,Notary Public POA-F 168-00168 Fidelity and Deposit Companies ® Home Office: 1400 American Lane Schaumburg,IL 60196 EWFORTANT NOTICE To obtain information or make a complaint: You may call the Fidelity and.Deposit Company of Maryland, Colonial American Casualty and Surety Company, and/or Zurich American Insurance Company's toll-free telephone number for information or to make a complaint at: 1-800-654-5155 You may contact the Texas Department of Insurance to obtain information on companies, coverages,rights, or complaints at: 1-800-252-3439 You may write the Texas Department of Insurance: P.O. Box 149104 Austin,TX 78714-9104 FAX 4(512)475-1771 PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning the premium or about a claim,you should first contact Fidelity and Deposit Company of Maryland or Colonial American Casualty and Surety Company. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. S8543f(TX)(08/01) f DBIA BETWEEN DESIGN-BUILDER AND GENERAL CONTRACTOR - COST PLUS FEE WITH AN OPTION FOR A GUARANTEED MAXIMUM PRICE Document No. 550 Second Edition, 2010 ©Design-Build Institute of America Washington, DC RECEIVED JAS 0 r ��� r/ Design-Build Institute of America e Contract Documents LICENSE AGREEMENT" By using the DBIA Contract Documents, you agree to and are bound by the terms of this License Agreement. 1. 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Acknowledgement.You acknowledge that you have read this agreement, understand it and agree to be bound by its terms and conditions and that it will be governed by the laws of the District of Columbia.You further agree that it is the complete and exclusive statement of your agreement with DBIA which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this agreement. INSTRUCTIONS For DBIA Document No. 550 Standard Form of Agreement Between Design-Builder and General Contractor - Cost Plus Fee with an Option for a Guaranteed Maximum Price (2010 Edition) Checklist Use this Checklist to ensure that the Agreement is fully completed and all exhibits are attached. Page 1 Enter date of the Agreement Page 1 Design-Builder's name, address and form of business Page 1 General Contractor's name, address and form of business Page 1 Project name and address Page 1 Owner's name, address and form of business Section 2.14.1 Attach permit list Section 5.2.1 Complete blanks for calendar days Section 5.2.2 Attach interim milestones (optional) Section 5.4.1 Complete blanks for liquidated damages Section 5.5.1 Complete blanks for early completion bonus Section 6.2.1 Choose basis for Fee and complete blanks Section 6.2.2 Insert financial arrangements for adjustments Section 6.3.1.3 Complete blanks for markup; insert or attach personnel names, etc. Section 6.6.1.1 Complete blanks for GMP, note the optional provision that is provided, and attach GMP Exhibit Section 6.6.1.2 Complete blanks for General Contractor's Contingency Section 6.7.1 Choose method for sharing savings; complete blanks Section 7.2.1 Complete blanks for day of month Section 7.3.1 Complete blanks for retainage percentage Section 7.8.1 Complete blanks for interest rate Section 8.2.1.2 Choose overhead/profit method for termination for convenience Section 9.1.1 Insert Design-Builder's Senior Representative's name, etc. Section 9.1.2 Insert Design-Builder's Representative's name, etc. Section 9.2.1 Insert General Contractor's Senior Representative's name, etc. Section 9.2.2 Insert General Contractor's Representative's name, etc. Section 10.1.1 Attach Insurance Exhibit Section 10.4.1 Insert amount and conditions of bonds or other security Article 18 Insert any other provisions (optional) Last Page Design-Builder's and General Contractor's execution of the Agreement Instruction Sheet for DBIA Document No.550 Page 1 ©2010 Design-Build Institute of America General Instructions No. Subject Instruction Standard form contracts have long served an important function in the United States and international construction markets. The common purpose of these forms is to provide an 1. Standard Forms economical and convenient way for parties to contract for design and construction services. As standard forms gain acceptance and are used with increased frequency,parties are able to enter into contracts with greater certainty as to their rights and responsibilities. Since its formation in 1993, the Design-Build Institute of America ("DBIA") has regularly evaluated the needs of owners, design-builders, and other parties to the design-build DBIA Standard process in preparation for developing its own contract forms. Consistent with DBIA's 2. Form Contract mission of promulgating best design-build practices, DBIA believes that the design-build contract should reflect a balanced approach to risk that considers the legitimate interests of Documents all parties to the design-build process.DBIA's Standard Form Contract Documents reflect a modern risk allocation approach,allocating each risk to the party best equipped to manage and minimize that risk,with the goal of promoting best design-build practices. To avoid inconsistencies among documents used for the same project, DBIA's Standard Use of Non-DBIA Form Contract Documents should not be used in conjunction with non-DBIA documents 3. Documents unless the non-DBIA documents are appropriately modified on the advice of legal counsel. Moreover, care should also be taken when using different editions of the DBIA Standard Form Documents on the same project to ensure consistency. Legal DBIA Standard Form Contract Documents are legally binding contracts with important legal 4. Consequences consequences. Contracting parties are advised and encouraged to seek legal counsel in completing or modifying these Documents. DBIA hereby grants to purchasers a limited license to reproduce its Documents consistent 5. Reproduction with the License Agreement accompanying these Documents.At least two original versions of the Agreement should be signed by the parties. Any other reproduction of DBIA Documents is strictly prohibited. Effective contracting is accomplished when the parties give specific thought to their contracting goals and then tailor the contract to meet the unique needs of the project and the design-build team. For that reason, these Documents may require modification for various purposes including, for example, to comply with local codes and laws, or to add special terms. DBIA's latest revisions to its Documents provide the parties an opportunity to 6. Modifications customize their contractual relationship by selecting various optional contract clauses that may better reflect the unique needs and risks associated with the project. Any modifications to these Documents should be initialed bythe parties.At no time should a document be re-typed in its entirety. Re-creating the document violates copyright laws and destroys one of the advantages of standard forms-familiarity with the terms. 7. Execution It is good practice to execute two original copies of the Agreement.Only persons authorized to sign for the contracting parties may execute the Agreement. Instruction Sheet for DBIA Document No.550 Page 2 ©2010 Design-Build Institute of America Specific Instructions Section Title Instruction DBIA Document No. 550, Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option fora Guaranteed Maximum Price(2010 Edition), ("Agreement")sets forth the terms and conditions under which the construction of the Project will be performed, and should be used when the parties intend that Design- Builder pay General Contractor the Cost of the Work plus a Fee, with or without a Guaranteed Maximum Price(GMP). If there is uncertainty about Owner's Project Criteria,or it remains to be developed by Owner and Design-Builder jointly, a cost-plus/GMP contracting approach is desirable. Although it is possible that this Agreement could be used when Owner and Design-Builder have entered into a lump sum agreement, DBIA views this as unlikely. Therefore, this General Purpose of This Agreement is designed to be used with DBIA Document No. 530, Standard Form of Agreement Agreement Between Owner and Design-Builder - Cost Plus Fee with an Option for a Guaranteed Maximum Price (2010 Edition), and including DBIA Document No. 535, Standard Form of General Conditions of Contract Between Owner and Design-Builder (2010 Edition). It is also envisioned that Design-Builder and General Contractor will have worked together in the procurement of the prime contract. If the parties execute this Agreement after the Construction Documents are final,the Agreement should be modified accordingly. If there is certainty as to Owner's Project Criteria,or if the Construction Documents are final, a lump sum fixed price for the completion of the Work may be suitable. In such case, the parties should use DBIA Document No.555 Standard Form ofAgreement Between Design- Builder and General Contractor-Lump Sum (2010 Edition). General Purpose of These These Instructions are not part of this Agreement,but are provided to aid the parties in their Instructions understanding of the Agreement and in completing the Agreement. On Page 1,enterthe date when both parties reach a final understanding.It is possible,due to logistical reasons, that the dates when the parties execute the Agreement may be General Date different.Once both parties execute the Agreement,the effective date of the Agreement will be the date recorded on Page 1. This date does not, however, determine Contract Time, which is measured according to the terms of Article 5. General Parties: Design- On Page 1 enter the legal name and full address of Design-Builder,General Contractor and Builder and Owner, as well as the legal form of each entity, e.g., corporation, partnership, limited General Contractor partnership, limited liability company, or other. The section recognizes that General Contractor has the same rights, responsibilities and obligations as to Design-Builder as Design-Builder by the Design-Build Agreement has against and to Owner. However, because the Design-Build Agreement also affords the Design-Builder and Owner many opportunities to customize their contractual relationship by Pass Through the selection of optional provisions, DBIA does not believe that these optional provisions 1.1 should automatically pass through to the General Contractor.Accordingly, if the Design- Builder and General Contractor believe it is appropriate to afford General Contractor the same rights, responsibilities and obligations as it relates to these optional provisions, the parties should make that clear by adding the necessary and appropriate provisions at Article 18 of this Agreement. Terms,words and phrases used in the Agreement shall have the same meanings used in 1.2 Definitions the Design-Build Agreement between Owner and Design-Builder except to the extent set forth in Section 1.2. 1.3 Contract The Contract Documents are listed in Section 1.3 in the order of their precedence. Documents GMP Exhibit, GMP If a GMP is established upon execution of this Agreement, the GMP Exhibit must be 1.3.1.2 Proposal attached pursuant to Section 6.6.1. If a GMP is established after execution of this Agreement, the GMP Proposal must be attached pursuant to Section 6.6.2. Instruction Sheet for DBIA Document No.550 Page 3 ©2010 Design-Build Institute of America Section Title Instruction 1.5.2 Mutual Obligations This Agreement contemplates that the Design-Builder and General Contractor have and cooperated in the procurement of the Design-Build Agreement and that the General Acknowledgements Contractor has familiarized itself with the Design-Build Agreement. 2.3.5 GMP Proposal to If requested by Design-Builder, General Contractor will assist Design-Builder in preparing Owner Design-Builder's GMP Proposal to Owner pursuant to the Design-Build Agreement. 2.12 Patents and General Contractor shall pay all license fees and royalties for items or processes it selects Copyrights which are subject to copyrights or patent rights. Government General Contractor is responsible for obtaining the specific permits,approvals,and licenses 2.14.1 Approvals and set forth in an exhibit to the Agreement. Permits Furnishing of Design-Builder shall furnish General Contractor with the listed Owner-provided information. 3.3.1 General Contractor is entitled to rely on the Owner-provided information to the same extent Information Design-Builder is entitled to pursuant to the Design-Build Agreement. 5.1.1 Date of General Contractor's obligation to commence work is triggered by its receipt of a Notice to Commencement Proceed unless the parties mutually agree otherwise. Enter the calendar days duration by which Substantial Completion has to be achieved.The Substantial parties should recognize that Owner and Design-Builder have the option of modifying the 5.2.1 Completion of the definition of Substantial Completion set forth in the General Conditions of Contract if they entire Work want to use a Temporary Certificate of Occupancy as the benchmark. If this option is selected, Design-Builder and General Contractor will need to do the same here. It may be that some portions of the Work must be completed in phases or within a prescribed period of time to accommodate Design-Builder's or Owner's needs.The parties may,at their option,identify these portions of the Work to be completed prior to Substantial 5.2.2 Interim Milestones Completion of the entire Work.As presently drafted, no remedy is provided to the General Contractor if an interim milestone is not met. If the General Contractor has special requirements as it relates to interim milestones, Design-Builder may want to consider a remedy for the General Contractor's failure to meet an interim milestone, as well as providing a bonus to General Contractor for an early satisfaction of such interim milestone. Design-Builder should make a good faith evaluation of the amount that is reasonably necessary to compensate it for delay. Design-Builder should not establish liquidated damages to penalize General Contractor. Moreover,in the event a GMP is not established upon execution of the Agreement, it appears prudent for the parties to refrain from establishing liquidated damages until such time as the GMP is established. 5.4.1 Liquidated Section 5.4.1 establishes a grace period between the Scheduled Substantial Completion Damages Date and the assessment of liquidated damages in order to prevent disputes as to which party bears responsibility for only a few days of delay.The parties should enterthe calendar days that may pass following the Scheduled Substantial Completion Date before liquidated damages will be assessed. The parties should recognize that there are a number of options in the agreement between Owner and Design-Builder that may impact the provisions in this Agreement. If the Project economics justify liquidated damages, then it is appropriate to couple these liquidated damages with an early completion bonus.The parties should enter the number of calendar days prior to the Scheduled Substantial Completion Date that will set the Bonus 5.5.1 Early Completion Date.Also, enter the amount of the bonus to be paid per day that will allow Design-Builder Bonus to share with General Contractor the economic benefits of early completion. Moreover, in the event a GMP is not established upon execution of the Agreement,it appears prudent for the parties to refrain from establishing an early completion bonus until such time as the GMP is established. 6.2.1 General Enter the amount of General Contractor's Fee as a sum certain or as a percentage of the Contractor's Fee Cost of the Work. Instruction Sheet for DBIA Document No.550 Page 4 ©2010 Design-Build Institute of America Section Title Instruction Insert the method for adjusting General Contractor's Fee for changes in the Work. Adjustments to For additive Change Orders,the parties have to negotiate the Fee General Contractor will 6.2.2 General receive. For deductive Change Orders, the parties have the option by checking the Contractor's Fee appropriate box to signify whether there will be no additional reduction or whether there will be an additional reduction based on a negotiated percentage. The reimbursable items for the Cost of the Work set forth in Section 6.3 of the Agreement are consistent with those contained in DBIA Document No. 530, Standard Form of '6.3 Cost of the Work Agreement Between Owner and Design-Builder - Cost Plus Fee with an Option for a Guaranteed Maximum Price(2010 Edition).To the extent Owner and Design-Builder modify the Cost of the Work provisions in DBIA Document No.530,Section 6.3 of this Agreement should be modified accordingly. Wages for General DBIA endorses reimbursing salaries and associated benefits of General Contractor's Contractor's Project personnel,such as accountants,stationed at offices other than the field office,when 6.3.1.3 Employees at to do so is more efficient and cost effective. Enter the percentage markup to be applied for Principal or Branch Project-related overhead associated with such personnel.Attach as an exhibit a list of such Offices personnel and their job functions. It may be simpler for the parties to agree on a multiplier (rather than actual costs) to 6.3.1.4 Employee Benefits compensate General Contractor for employee benefits.Accordingly, the parties may want to insert the multiplier to be applied to the wages and salaries of such reimbursable employees. The Cost of the Work shall include the costs to repair or correct defective or non-conforming sts for Work(including warranty or corrective work performed after Substantial Completion)unless 6.3.1.7 Defective/Non-e/Non- caused by General Contractor's negligence.DBIA believes that General Contractor should Conforming Work not be penalized for inadvertent mistakes which are inevitable when constructing a Project. To do so would encourage ultra-conservatism in every task, the ultimate cost of which would be greater than a proactive approach to performing the Work. The Guaranteed This Agreement provides the parties flexibility in establishing the Contract Price.Parties can 6.6 Maximum Price establish a GMP before or after entering into this Agreement, or elect to proceed on the basis of costs plus a fee, without a GMP. Enter the GMP, if appropriate.Attach as an exhibit to this Agreement the documents and 6.6.1.1 GMP at Agreement assumptions used to establish the GMP. These documents comprise the GMP Exhibit Execution which shall become a Contract Document pursuant to Section 1.3.1 of the Agreement. General Contractor does not guarantee any specific line item provided as part of the GMP. Enter the amount of General Contractor's Contingency. Note that General Contractor is 6.6.1.2 GMP Contingency required to provide the Design-Builder with a status report accounting forthe Contingency, including all reasonably foreseen uses and potential uses, of the Contingency for the upcoming three months. At the request of Design-Builder,General Contractor shall submit its GMP Proposal,which shall include the items listed in Section 6.6.2.1.1. If the parties agree to additions or GMP Proposal deletions from this list, modify this Section 6.6.2.1.1 appropriately. 6,6.2.1 After Execution of this The Agreement provides the parties with flexibility as to when the GMP Proposal will be Agreement submitted after execution of the Agreement. Prior to execution of the Agreement the parties should discuss when Design-Builder desires General Contractor to submit its GMP Proposal. Acceptance of If Design-Builder accepts the GMP Proposal,the parties should amend this Agreement to 6.6.2.3.1 GMP Proposal add the final GMP Proposal as a Contract Document pursuant to Section 1.3.1. Instruction Sheet for DBIA Document No.550 Page 5 ©2010 Design-Build Institute of America Section Title Instruction One of the benefits of a GMP approach is the possibility that with good management by General Contractor and timely support from Design-Builder the actual Cost of the Work and Fee may be less than the GMP.This creates a savings pool that should result in a 6.7 Savings benefit to both Design-Builder and General Contractor. Sharing these savings creates an incentive for General Contractor to save costs. Some factors to consider in determining how the Savings are shared include the timing for the establishment of the GMP and the amount of General Contractor's Fee established under Section 6.2.1. This section provides that if the actual Cost of the Work and General Contractor's Fee is 6.7.1 Savings less than the GMP, as such GMP may have been adjusted, the savings, if any, shall be Calculations shared.The Agreement offers two choices for distributing Savings. Choose a method and enter the appropriate figures. 7.2.1 Progress Payments Enter the day of the month when General Contractor shall submit its Application for Payment. Enter the percent Design-Builder will retain from Progress Payments to General Contractor. 7.3.1 Retainage on Note that the contract between Owner and Design-Builder may contain a number of ways to Progress Payments release retainage.The parties in this Agreement should be mindful of these options when developing this provision. The parties should enter the rate at which interest will accrue on General Contractor's 7.8.1 Interest payments if unpaid five (5)days after due. Late payment creates a hardship for General Contractor and its Subcontractors. The Design-Builder is provided access to, and the right to audit General Contractor's records.However,if the parties have agreed to multipliers or markups,the time to challenge 7.12.1 Record Keeping and negotiate those percentages is at the time the parties execute the Agreement and not during the Project or after it has been completed.Accordingly,the Design-Builder can at any time audit these percentages only to confirm that such percentage has been properly charged and not to challenge the composition of such percentage. The parties should choose prior to execution of the Agreement the method that will be used Termination for to determine overhead and profit paid to General Contractor in the event Design-Builder Convenience: terminates General Contractor for its convenience. The parties may choose to set 8.2.1.3 Overhead and percentage rates for overhead and profit prior to execution of the Agreement, or may Profit choose to determine reasonable sums to be paid for overhead and profit at the time of the termination. If the parties choose to set overhead and profit rates prior to execution of the Agreement, the percentages should be entered in Section 8.2.1.3. Termination for If Design-Builder terminates General Contractor for convenience because Owner has 8.2.2 Convenience terminated Design-Builder for its convenience,General Contractor is only entitled to receive such amount as Design-Builder receives from Owner on behalf of General Contractor. General If General Contractor properly terminates the Agreement for cause, it shall recover from 8.5 Contractor's Right Design-Builder in the same way as if Design-Builder had terminated the Agreement for to Terminate for convenience under Section 8.2 of the Agreement. Cause Enter the name, title, address and telephone number of Design-Builder's Senior Representative and Design-Builder's Representative at Sections 9.1.1 and 9.1.2, respectively. Enter the name, title, address and telephone number of General Contractor's Senior Article Representatives of Representative and General Contractor's Representative at Sections 9.2.1 and 9.2.2, 9 the Parties respectively. The parties can elect to establish these Representatives during the performance of the Project rather than at the time of execution of this Agreement. If Representatives are identified after execution of the Agreement,an appropriate amendment should be made to the Agreement at the time these individuals are designated. Instruction Sheet for DBIA Document No.550 Page 6 ©2010 Design-Build Institute of America Section Title Instruction General Attach an Insurance Exhibit setting forth in detail the insurance coverages General 10.1.1 Contractor's Contractor is required to provide for the Project. Parties are advised to familiarize Insurance themselves with the terms of Article 5 of the General Conditions of Contract, Insurance and Requirements Bonds, and to consult their insurance advisors. Subcontractor's and Sub- General Contractor is obligated to require its Subcontractors and Sub-Subcontractors to 10.1.2 Subcontractor's provide the insurance coverage set forth in the Insurance Exhibit. Parties are advised to Insurance consult their insurance advisors. Requirements Exclusions to Parties are advised that standard insurance policies may contain exclusions for the design- 10.1.3 Design-Build build delivery method. This Section 10.1.3 requires that any such exclusions be deleted from the policy. Bonds and Other Enter the type and amount of bonds or other performance security required for the Project. 10.4 Performance Where bonding is not required by statute, Design-Builder may want to evaluate the project Security risk versus the bonding costs in deciding what type of performance security to require. 13.3 Disputes Involving Disputes for which Owner is responsible will be resolved in accordance with the dispute Owner resolution clause in the Design-Build Agreement. DBIA endorses the use of partnering, negotiation, mediation and arbitration for the prevention and resolution of disputes. The Agreement provides for the parties' 13.4 Disputes Not Representatives and Senior Representatives to attempt to negotiate the dispute. If this Involving Owner attempt fails, the dispute shall be submitted to mandatory, non-binding mediation. Any dispute that cannot be resolved by mediation shall then be submitted to binding arbitration pursuant to Section 13.5. The prevailing party in any arbitration shall receive reasonable attorneys' fees from the 13.5 Arbitration other party. DBIA supports this"loser pays" provision to encourage parties to negotiate or mediate their differences and to minimize the number of frivolous disputes. Duty to Continue Pending the resolution of any dispute, both Design-Builder and General Contractor shall 13.6 continue to perform their respective duties under the Contract Documents, unless the Performance parties provide otherwise in the Contract Documents. DBIA believes that it is inappropriate for either Design-Builder or General Contractor to be 13.7 Consequential responsible to the other for consequential damages arising from the Project.This limitation Damages on consequential damages in no way restricts, however, the payment of liquidated damages, if any, under Article 5 of the Agreement. Design-Builder will determine, after consultation with General Contractor,the software and format for the transmission of Electronic Data. The transmitting party disclaims all Article warranties with respect to the media transmitting the Electronic Data,but nothing in this .15 Electronic Data Article is intended to negate duties with respect to the standard of care in creating the Electronic Data. In the event the Design-Build Agreement contains a conflicting provision governing Electronic Data,the provision in the Design-Build Agreement takes precedence. Article Insert any other provisions. For example,the parties may elect to have disputes resolved 18 Other Provisions through litigation rather than arbitration in which case the optional language in this Section should be included. Instruction Sheet for DBIA Document No.550 Page 7 ©2010 Design-Build Institute of America TABLE OF CONTENTS Article Name Page Article1 General .......................................................................................................... 2 Article 2 General Contractor's Services and Responsibilities....................................... 4 Article 3 Design-Builder's Services and Responsibilities.............................................. 9 Article 4 Hazardous Conditions and Differing Site Conditions.................................... 10 Article 5 Contract Time............................................................................................... 12 Article 6 Contract Price............................................................................................... 12 Article 7 Procedure for Payment ................................................................................ 15 Article 8 Stop Work and Termination ......................................................................... 19 Article 9 Representatives of the Parties..................................................................... 21 Article 10 Insurance and Bonds.................................................................................... 22 Article 11 Indemnification............................................................................................. 27 Article 12 Changes to the Contract Price and Time ..................................................... 28 Article 13 Contract Adjustments and Disputes............................................................. 29 Article 14 Miscellaneous .............................................................................................. 31 Article 15 Electronic Data............................................................................................. 32 Article 16 Confidential Information ............................................................................... 33 Article 17 Work Product ............................................................................................... 34 Article 18 Other Provisions........................................................................................... 34 DR, r eF` 000c�or d Fordo n Ag000r�i H o'bid � �� o o� 0 0dor and ooro oonkoor - Cost Nns Geo bAd ih an O�dan fa o oor0000d HaAff Burro proo This document has important legal consequences. Consultation with an attorney is recommended with respect to its completion or modification. This AGREEMENT is made as of the & — day of "�� 6-r in the year of 2014, by and between the following parties,for services in connection with the Project identified below: DESIGN-BUILDER: (Name and address) THE CORNELL FW COMPANY, LLC 100 E. 15th Street, Suite 640 Fort Worth, TX 76102 GENERAL CONTRACTOR: (Name and address) RIDGEMONT COMMERCIAL CONSTRUCTION 1520 W. Walnut Hill Lane Irving, TX 75038 PROJECT: (Include Project name and location as it will appear in the Contract Documents) City of Fort Worth Fire Station#17 5151 Hemphill Street Fort Worth, TX 76115 OWNER: (Name and address) CITY OF FORT WORTH 1000 Throckmorton Fort Worth, TX 76102 In consideration of the mutual covenants and obligations contained herein, Design-Builder and General Contractor agree as set forth herein. DBIA Document No.550 Page 1 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desian-Build Institute of America Article 1 General 1.1 Basic Purpose. 1.1.1 Design-Builder has contracted with Owner to provide the services necessary for the construction of the Project as set forth in the Design-Build Agreement. General Contractor, through itself and its Subcontractors, agrees to provide all Work to complete the construction of the Project consistent with the Contract Documents. Design-Builder and General Contractor agree that to the extent applicable to the performance of the Work hereunder, General Contractor shall have the same rights, responsibilities, and obligations as to Design-Builder as Design-Builder by the Design-Build Agreement has against and to Owner, except as may be modified herein. Notwithstanding the foregoing, if the Design-Builder and Owner have checked boxes indicating the selection of optional provisions from the Design-Build Agreement, those optional provisions are only passed through to General Contractor to the extent those provisions have been expressly set forth in Article 18. 1.2 Basic Definitions. 1.2.1 Terms used in this Agreement shall have the meanings set forth in the Design-Build Agreement between Owner and Design-Builder unless otherwise provided herein,with the following specific terms defined as follows: 1.2.1.1 Agreement refers to this executed contract between Design-Builder and General Contractor under DBIA Document 550, Standard Form ofAgreement Between Design-Builder and General Contractor- Cost Plus Fee with an Option for a Guaranteed Maximum Price (2010 Edition). 1.2.1.2 Construction Documents are the documents consisting of Drawings and Specifications, to be prepared or assembled by Owner in accordance with the Design-Build Agreement. 1.2.1.3 Construction Schedule refers to the schedule setting forth the dates by which General Contractor must perform the various stages of the Work, consistent with the Project Schedule. 1.2.1.4 Contract Time refers to the number of calendar days stated in Section 5.2 during which the Contractor has agreed to achieve Substantial Completion of the Construction Work. 1.2.1.5 Day or Days shall mean calendar days unless otherwise specifically noted in the Contract Documents. 1.2.1.6 Design-Build Agreement refers to the contract between Design-Builder and Owner for the construction of the Project and all exhibits, attachments, and other Contract Documents enumerated and incorporated therein. 1.2.1.7 1.2.1.6 Final Completion shall mean that point in time after Substantial Completion when Contractor has completed all remaining Work items identified by Owner or Design-Builder (including warranty documents, record drawings and specifications,and equipment training if required)to Owner's and Design-Builder's reasonable satisfaction and in accordance with the Contract Documents. Contractor shall submit to Design-Builder, in writing, a statement of Final Completion which shall be reviewed and, if found satisfactory,signed by Design-Builder and Owner's managing department's director and made a part of the final project documentation. DBIA Document No.550 Page 2 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America 1.2.1.9 Force Majeure Events are those events that are beyond the control of General Contractor, Design-Builder and Owner, including the events of war, floods, labor disputes, earthquakes, transportation delays, epidemics, adverse weather conditions not reasonably anticipated, and other acts of God. 1.2.1.10 GMP Exhibit means that exhibit referred to in Section 6.6.1.1. 1.2.1.11 Guaranteed Maximum Price (GMP) shall be the total cost of construction of the Project. Except as otherwise provided herein, Design-Builder shall not be obligated to pay any costs in excess of the GMP. 1.2.1.12 Hazardous Conditions are any materials, wastes, substances and chemicals deemed to be hazardous under applicable Legal Requirements, or the handling, storage, remediation, or disposal of which are regulated by applicable Legal Requirements. 1.2.1.13 Legal Requirements are all applicable federal, state and local laws, codes, ordinances, rules, regulations, orders and decrees of any government or quasi-government entity having jurisdiction over the parties, the Project or Site, the practices involved in the Project or Site, or any Work. 1.2.1.14 Project is the building,facility,or other improvements at the location provided by the Owner, generally known as the Fire Station 17, 5151 Hemphill Street, which the Design- Builder has agreed to complete pursuant to the requirements of Contract Documents. 1.2.1.15 Project Schedule refers to the schedule setting forth the dates by which the various stages of both the design and construction of the Project must be performed so as to satisfy Design-Builder's obligations to Owner. 1.2.1.16 Site is the land or premises on which the Project is located. 1.2.1.17 Subcontractor is any person or entity retained by General Contractor as an independent contractor to perform any portion of the General Contractor's Work hereunder and shall include materialmen and suppliers. 1.2.1.18 Sub-Subcontractor is any person or entity retained by a Subcontractor as an independent contractor to perform any portion of the Subcontractor's work and shall include materialmen and suppliers. 1.2.1.19 Substantial Completion or Substantially Complete is the date on which the Project, or an agreed upon portion of the Project, is sufficiently complete in accordance with the Contract Documents so that Owner can occupy and use the Project or a portion thereof for its intended purposes. 1.2.1.20 Work is comprised of all General Contractor's construction and other services required by the Contract Documents, including procuring and furnishing all supervision,labor, inspection,testing,start-up, materials,tools,equipment,machinery,transportation,temporary utilities,temporary facilities and all other items and services described from this Agreement and the other Contract Documents. 1.3 Contract Documents. 1.3.1 The Contract Documents are comprised of the following: 1.3.1.1 All written modifications, amendments, minor changes, and Change Orders to this Agreement; 1.3.1.2 The GMP Exhibit accepted by Design-Builder in accordance with Section 6.6.1 herein; DBIA Document No.550 Page 3 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America 1.3.1.3 This Agreement, including all exhibits listed in Section 18.1.1 1.3.1.4 The Construction Documents; and 1.3.1.5 The Design-Build Agreement, but only to the extent the Design-Build Agreement relates to the Work and the terms and conditions under which the Work shall be performed. 1.4 Interpretation and Intent. 1.4.1 Design-Builder and General Contractor, prior to execution of the Agreement, shall carefully review all the Contract Documents for any conflicts or ambiguities. Design-Builder and General Contractor will discuss and resolve any identified conflicts or ambiguities prior to execution of the Agreement. 1.4.2 The Contract Documents are intended to be complementary and interpreted in harmonyso as to avoid conflict,with words and phrases interpreted consistent with construction and design industry standards. In the event of any inconsistency, conflict, or ambiguity between or among the Contract Documents, the Contract Documents shall take precedence in the order in which they are listed in Section 1.3 hereof. 1.5 Mutual Obligations and Acknowledgments. 1.5.1 Design-Builder and General Contractor commit at all times to cooperate fully with each other, and proceed on the basis of trust and good faith,to permit each party to realize the benefits afforded under the Contract Documents. Design-Builder and General Contractor shall perform their respective responsibilities,obligations and services in a timely manner to facilitate the other's timely and efficient performance and so as not to delay or interfere with the other's performance of its obligations under the Contract Documents. 1.5.2 Design-Builder and General Contractor acknowledge that they have cooperated with each other in the procurement of the Design-Build Agreement and that Design-Builder and General Contractor have met to review,discuss,and familiarize themselves with the Design-Build Agreement. 1.6 Entire Agreement. 1.6.1 Subject to the limitations in Section 1.3.1, the Contract Documents, all of which are incorporated by reference into this Agreement,form the entire agreement between Design-Builder and General Contractor and are as fully binding on the parties as if repeated herein. No oral representations or other agreements have been made by the parties except as specifically stated in the Contract Documents. Article General Contractor's Services and Responsibilities 2.1 General. 2.1.1 Within seven (7) days after execution of this Agreement, Design-Builder and General Contractor will meet to discuss issues affecting the administration and schedule of the Work, and implement the necessary procedures, including but not limited to those relating to schedule updates, submittals, and payment, to facilitate the ability of the parties to perform their obligations under this Agreement. 2.1.2 General Contractor's Representative shall be reasonably available to Design-Builder and shall have the necessary expertise and experience required to supervise the Work. General Contractor's Representative shall communicate regularly with Design-Builder and shall be vested with the authority to act on behalf of General Contractor. General Contractor shall replace its Representative upon the reasonable request of Design-Builder. DBIA Document No.550 Page 4 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America 2.1.3 General Contractor shall only communicate with Owner,Design-Builder's separate contractors of Design-Builder or Owner through Design-Builder. 2.2 Review of Site and Contract Documents. 2.2.1 General Contractor represents that it has examined the Site and the Contract Documents prior to executing this Agreement so as to reasonably ascertain the nature of the Work and the various conditions affecting the Work. 2.2.2 General Contractor shall promptly report to Design-Builder any errors, inconsistencies, omissions,or violations of Legal Requirements that General Contractor discovers.General Contractor shall be liable to Design-Builder for any damages resulting from any such errors, inconsistencies, omissions,or violations of Legal Requirements which General Contractor recognize and knowinglyfails to report to Design-Builder. Notwithstanding the foregoing, the General Contractor is not required to ascertain that the Contract Documents are in accordance with any Legal Requirements,and nothing in this Agreement shall be deemed to transfer any design liability from Owner to General Contractor. 2.3 Pre-Construction Services. 2.3.1 General Contractor shall assist Design-Builder regarding the selection of building systems, materials,and equipment,as well as Project cost,schedule,and construction feasibility studies.Such studies shall address, among other things, labor availability, construction costs, and procurement strategies related to the requirements set forth in the Contract Documents. 2.3.2 General Contractor shall, if requested, make recommendations to Design-Builder regarding the preparation and issuance of Construction Documents for a portion of the Project to permit construction to proceed on that portion of the Project prior to completion of the Construction Documents for the entire Project. 2.3.3 General Contractor shall advise Design-Builder regarding a schedule for the procurement of items included in the Work which have long-lead times. 2.3.4 Design-Builder and General Contractor agree that prior to the scheduled date for submitting all design submissions to Owner, Design-Builder and General Contractor will hold meetings for the purpose of monitoring the design for consistency with the requirements of the Contract Documents, including the GMP Exhibit(furnished pursuant to Section 6.6.1.1, if any. 2.4 Control Over Means and Methods. 2.4.1 General Contractor shall perform all construction activities efficiently and with the requisite expertise, skill and competence to satisfy the requirements of the Contract Documents and the Construction Schedule. General Contractor shall at all times exercise complete and exclusive control over the means, methods, sequences and techniques of construction. 2.5 Construction Schedule. 2.5.1 Unless a schedule for the execution of the Work has been attached to the Agreement as an exhibit at the time the Agreement is executed,General Contractor shall prepare and submit for Design- Builder's review and response at least three (3) days prior to the meeting required by Section 2.1.1 hereof,a schedule for the execution of the Work in accordance with the Contract Documents,including any milestone dates which may be set forth in a separate exhibit to this Agreement.The schedule shall indicate the dates, consistent with those set forth in the Contract Documents for the start and completion of the various stages of the Work,including the dates when Design-Builder information and approvals are required to enable General Contractor to achieve the Contract Time(s).The accepted schedule(the"Construction Schedule")shall be revised as required by conditions and progress of the Work, but such revisions shall not relieve General Contractor of its obligations to complete the Work within the Contract Time(s), as such dates may be adjusted in accordance with the Contract DBIA Document No.550 Page 5 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America Documents. Design-Builder's review and acceptance of the Construction Schedule shall not be construed as relieving General Contractor of its complete and exclusive control over the means, methods, sequences and techniques for executing the Work. Design-Builder shall incorporate the Construction Schedule into the Project Schedule. 2.6 Status Report. 2.6.1 General Contractor shall provide Design-Builder on a regular basis a status report detailing the progress of the Work, including whether (i) the Work is proceeding according to the Construction Schedule; (ii) discrepancies, conflicts, or ambiguities exist in the Contract Documents that require resolution;(iii)health and safety issues exist in connection with the Work;(iv)status of the contingency account;and(v)other items exist which require resolution so as not to jeopardize General Contractor's ability to complete the Work for the Contract Price and within the Contract Time(s).The frequency of the status report shall be established at the meeting required by Section 2.1.1 hereof. 2,7 Submittals and Substitutions. 2.7.1 In accordance with the Contract Documents and the Construction Schedule, General Contractor shall submit for Design-Builder's review and approval submittals,including shop drawings, product data and samples. Design-Builder shall advise General Contractor on or before the meeting required by Section 2.1.1 hereof of the submittal requirements for the Project.Any variances with the Construction Documents shall be specifically identified in General Contractor's submittals. Design- Builder's review and approval shall not relieve General Contractor of its responsibilities to perform the Work in accordance with the Construction Documents unless Design-Builder expressly approves in writing any such variance in its response to General Contractor's submittals.General Contractor shall make any necessary revisions to the submittals requested by Design-Builder. 2.7.2 General Contractor shall not make any substitutions in the Work or procedures or methods specified by Owner or Design-Builder for performing the Work unless it first receives written approval for such substitution from Design-Builder. 2.8 Subcontractors. 2.8.1 General Contractor shall employ only Subcontractors who are duly licensed and qualified to perform the Work consistent with the Contract Documents. General Contractor shall not engage the services of any Subcontractor without first obtaining the approval of Design-Builder, which approval shall not be unreasonably withheld. General Contractor agrees that each Subcontractor shall be fully bound to General Contractor in the same manner as General Contractor is bound to Design-Builderfor all the requirements of the Contract Documents to the extent applicable to the Subcontractor's scope of work. 2.8.2 General Contractor assumes responsibility to Design-Builder for the proper performance of the work of Subcontractors and any acts and omissions in connection with such performance. General Contractor shall coordinate the activities of all Subcontractors.Nothing in this Agreement is intended or deemed to relieve General Contractor from responsibility for the work performed by its Subcontractors, or create any legal or contractual relationship between Owner or Design-Builder and any Subcontractor, including but not limited to any third-party beneficiary rights. 2.9 Work of Others. 2.9.1 If Design-Builder or Owner performs other work on the Project or at the Site with separate contractors under Design-Builder's or Owner's control, General Contractor agrees to reasonably cooperate with, and coordinate its activities so as not to interfere with,those separate contractors so that the Project can be completed in an orderly and coordinated manner without unreasonable disruption. 2.9.2 If any part of the Work depends upon other work performed by Design-Builder, or Design- Builder's or Owner's separate contractors, General Contractor shall, prior to proceeding with that part of the Work, inspect such other work and promptly notify Design-Builder of any discovered DBIA Document No.550 Page 6 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America discrepancies or defects that would render it unacceptable for the proper performance of the Work. General Contractor shall not proceed with such part of the Work without further direction from Design- Builder. Design-Builder shall promptly correct or cause to be corrected any such discrepancy or defect in the other work. Except to the extent such discrepancies or defects in such other work are latent, General Contractor shall be liable for appropriate losses or damages incurred due to any discrepancies or defects in such other work not reported to Design-Builder by General Contractor. 2.10 Site Cleanup. 2.10.1 General Contractor shall keep the Site reasonably free from debris, trash and construction wastes to permit General Contractor to perform its construction services efficiently,safely and without interfering with the use of adjacent land areas. Upon Substantial Completion of the Work,or a portion of the Work, General Contractor shall remove all debris, trash, construction wastes, materials, equipment, machinery and tools arising from the Work or applicable portions thereof to permit Owner to occupy the Project or a portion of the Project for its intended use. 2.11 Inspection. 2.11.1 At all reasonable times, General Contractor shall provide sufficient facilities for inspection of the Work by Design-Builder at the Site and at all locations where portions of the Work are in progress or various stages of completion. When appropriate portions of the Work are ready for inspection, General Contractor shall notify Design-Builder. 2.12 Patents and Copyrights. 2.12.1 General Contractor shall pay all license fees and royalties due for items or processes applicable to the Work which are subject to copyrights or patent rights and which are selected by General Contractor. 2.13 Legal Requirements. 2.13.1 General Contractor shall perform the Work in accordance with all applicable Legal Requirements. 2.13.2 The Contract Price and/or Contract Time(s) shall be adjusted to compensate General Contractor for the effects, if any, of any changes in the Legal Requirements enacted after the date of the Agreement affecting the performance of the Work,or if a GMP is established after the date of this Agreement, the date the parties agree upon the GMP. 2.14 Government Approvals and Permits. 2.14.1 General Contractor shall obtain and pay for the necessary permits, approvals, licenses, government charges and inspection fees required for the prosecution of the Work 2.14.2 General Contractor shall provide reasonable assistance to Design-Builder in obtaining those permits, approvals and licenses, if any, that are the responsibility of Owner or Design-Builder. 2.15 Project Safety. 2.15.1 General Contractor recognizes the importance of performing the Work in a safe manner so as to prevent damage, injury or loss to(i)all individuals at the Site,whether working or visiting, (ii)the Work, including materials and equipment incorporated into the Work or stored on-Site or off-Site,(iii) the work of others on the Project, and (iv)all other property at the Site or adjacent thereto. General Contractor assumes responsibility for implementing and monitoring all safety precautions and programs related to the performance of the Work. General Contractor shall, prior to commencing construction, designate a Safety Representative with the necessary qualifications and experience to supervise the implementation and monitoring of all safety precautions and programs related to the Work. Unless otherwise required by the Contract Documents, General Contractor's Safety Representative shall be an individual stationed at the Site who may have other responsibilities on the DBIA Document No.550 Page 7 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America Project in addition to safety. The Safety Representative shall make routine daily inspections of the Work and shall hold weekly safety meetings with General Contractor's personnel,Subcontractors and others as applicable. 2.15.2 General Contractor and Subcontractors shall comply with all Legal Requirements relating to safety, as well as any Owner-specific and/or Design-Builder-specific safety requirements set forth in the Contract Documents, provided that such Owner-specific and/or Design-Builder-specific requirements do not violate any applicable Legal Requirement. General Contractor will immediately report in writing any safety-related injury, loss, damage or accident arising from the Work to Design- Builder's Representative and, to the extent mandated by Legal Requirements, to all government or quasi-government authorities having jurisdiction over safety-related matters involving the Project or the Work. 2.15.3 General Contractor's responsibility for safety under this Section 2.15 is not intended in anyway to relieve Subcontractors or Sub-Subcontractors of their own contractual and legal obligations and responsibility for(i)complying with all Legal Requirements,including those related to health and safety matters, and (ii)taking all necessary measures to implement and monitor all safety precautions and programs to guard against injury,losses,damages or accidents resulting from their performance of the Work. 2.16 Warranty. 2.16.1 General Contractor warrants to Design-Builder and Owner that all materials and equipment furnished under this Agreement will be new, unless otherwise specified and agreed to in writing by Design-Builder and Owner. The General Contractor also warrants to the Design-Builder and Owner that all Work, materials and equipment furnished under this Agreement will be in conformance with the Construction Documents. General Contractor's warranty obligations exclude defects caused by abuse, alterations,or failure to maintain the Construction Work by persons other than the General Contractor or its Subcontractors. The General Contractor agrees to correct all Defective Work for which the Design-Builder or Owner provides written notice to the General Contractor within a period of one year from the date of Substantial Completionof the Project The General Contractor shall collect written warranties as defined in the contract documents from its Subcontractors,manufacturers,suppliers,as well as all equipment manuals, and shall assign and deliver them to the Owner for the Owner's use. To the extent that products,equipment,systems or materials incorporated into the Construction Work are covered by a warrantyfrom the manufacturer of such products,equipment,systems or material in excess of one year, the Owner's remedy to correct the defective products, equipment, systems, or materials after the General Contractor's one-year general warranty period shall be exclusively against the warranty of the manufacturer, unless failure of the product,equipment,systems or material is the result of Contractor's or Subcontractor's improper installation of same or other negligent acts or omissions that contribute to the warranty claim. 2.17 Correction of Defective Work. 2.17.1 General Contractor agrees to correct any Work that is found not to be in conformance with the Contract Documents, including that part of the Work subject to Section 2.16 hereof,within a period of one year from the date of Substantial Completion of the Work or any portion of the Work, or within such longer period to the extent required by any specific warranty included in the Contract Documents, 2.17.2 General Contractor shall,within seven(7)days of receipt of written notice from Design-Builder that the Work is not in conformance with the Contract Documents, take meaningful steps to commence correction of such nonconforming Work,including the correction,removal or replacement of the nonconforming Work and any damage caused to other parts of the Work or the Project affected by the nonconforming Work. If General Contractor fails to commence the necessary steps within such seven (7)day period, Design-Builder, in addition to any other remedies provided under the Contract Documents, may provide General Contractor with written notice that Design-Builder will commence correction of such nonconforming Work with its own forces. If Design-Builder does perform such corrective Work, General Contractor shall be responsible for all reasonable costs incurred by Design- DBIA Document No.550 Page 8 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America Builder in performing such correction. If the nonconforming Work creates an emergency requiring an immediate response, the seven (7)day period identified herein shall be deemed inapplicable. 2.17.3 The one year period referenced in Section 2.17.1 above applies only to General Contractor's obligation to correct nonconforming Work and is not intended to constitute a period of limitations for any other rights or remedies Design-Builder may have regarding General Contractor's obligations under the Contract Documents. Article 3 Design-Builder's Services and Responsibilities 3.1 Timely Reviews and Approvals. 3.1.1 Owner's Design Consultant shall provide timely reviews and approvals of submittals consistent with the turnaround times set forth in the Construction Schedule. 3.1.2 Owner's Testing and Inspection Consultant shall timely inspect the Work in accordance with the Contract Documents and so as not to jeopardize General Contractor's ability to complete its Work by the Contract Time(s). 3.2 Design-Builder's Representative. 3.2.1 Design-Builder's Representative shall be responsible for providing Design-Builder-supplied information and approvals in a timely manner to permit General Contractor to fulfill its obligations under the Contract Documents. 3.3 Furnishing of Services and Information. 3.3.1 Unless expressly stated to the contrary in the Contract Documents,and to the extent Design- Builder has received such items from Owner, Design-Builder shall provide for General Contractor's information the items listed below. Design-Builder does not warrant the accuracy or completeness of such items provided, however, that General Contractor is entitled to rely on these items: 3.3.1.1 Surveys describing the property, boundaries,topography and reference points for use during construction, including existing service and utility lines; 3.3.1.2 Geotechnical studies describing subsurface conditions,and other surveys describing other latent or concealed physical conditions at the Site; 3.3.1.3 Temporary and permanent easements, zoning and other requirements and encumbrances affecting land use, or necessary to permit the proper construction of the Project and enable General Contractor to perform the Work; 3.3.1.4 A legal description of the Site; 3.3.1.5 Record drawings of any existing structures at the Site; 3.3.1.6 Environmental studies, reports and impact statements describing the environmental conditions, including Hazardous Conditions, in existence at the Site; 3.3.1.7 Owner's Project Criteria; 3.3.1.8 All permits, approvals, and licenses and 3.3.1.9 Test and inspection reports. DBIA Document No.550 Page 9 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America 3.3.2 Design-Builder shall provide General Contractor with a copy of the Design-Build Agreement, including all exhibits, attachments, and other Contract Documents enumerated and incorporated therein. 3.3.3 Upon General Contractor's reasonable request, Design-Builder shall provide General Contractor with information in Design-Builder's possession regarding Owner's financial ability to pay for the Work set forth in this Agreement. 3.3.4 Design-Builder shall provide General Contractor with the Project Schedule and appropriate updates thereto. 3.3.5 Design-Builder shall provide General Contractor with the Construction Documents for the Project. 3.3.6 Design-Builder shall obtain those permits, approvals and licenses that are not required to be provided by Owner pursuant to the Design-Build Agreement or by General Contractor pursuant to Section 2.14 hereof. Design-Builder shall provide reasonable assistance to General Contractor in obtaining those permits, approvals and licenses that are General Contractor's responsibility. 3.4 Notification of Errors. 3.4.1 Design-Builder shall notify General Contractor of any errors, inconsistencies, or omissions Design-Builder discovers in the Work. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall relieve General Contractor of responsibility for known errors, inconsistencies, or omissions in the Work. 3.5 Attendance at Design Meetings. 3.5.1 Design-Builder shall afford General Contractor and its Subcontractors the opportunity to attend all necessary design meetings with Owner, Designer and/or Design Consultants. 3.6 Review and Approval of Submittals. 3.6.1 Owner's Design Consultant shall review and approve submittals, including shop drawings, product data and samples,submitted by General Contractor.Owner'Design Consultant's review and approval of submittals shall be only for the purpose of confirming general conformance with the Construction Documents.Owner's Design Consultants's review and approval shall not relieve General Contractor of its responsibilities to perform the Work in accordance with the Construction Documents unless Owner's Design Consultant expressly approves in writing any such variance in its response to General Contractor's submittals. If revisions are necessary to a submittal prior to Owner's Design Consultant's approval, Owner's Design Consultant shall promptly inform General Contractor of any such necessary revisions. 3.7 Design-Builder's Separate Contractors. 3.7.1 Design-Builder is responsible for all work performed on the Project or at the Site by separate contractors under Design-Builder's control. Design-Builder shall contractually require its separate contractors to cooperate with, and coordinate their activities so as not to interfere with, General Contractor's ability to timely complete its Work consistent with the Contract Documents. Article Hazardous Conditions and Differing Site Conditions 4.1 Hazardous Conditions. DBIA Document No.550 Page 10 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America 4.1.1 Contractor is not responsible for any Hazardous Conditions encountered at the Site. Upon encountering any Hazardous Conditions,General Contractor will stop work immediately in the affected area and duly notify Design-Builder and, if required by Legal Requirements, all government or quasi- government entities with jurisdiction over the Project. 4.1.2 General Contractor shall be obligated to resume work at the affected area of the Project only after Design-Builder provides General Contractor with a written certification from Design-Builder's or Owner's expert that(i)the Hazardous Conditions have been removed or rendered harmless and(ii)all necessary approvals have been obtained from all government and quasi-government entities having jurisdiction over the Project or Site. To the extent the Hazardous Condition is the responsibility of Owner, Design-Builder agrees to include General Contractor in discussions with Owner to resolve the matter. If Design-Builder and General Contractor are unable to resolve the matter with Owner, the matter will be resolved in accordance with Section 13.3 hereof. 4.1.3 General Contractor will be entitled, in accordance with the Contract Documents, to an adjustment in its Contract Price and/or Contract Time(s)to the extent General Contractor's cost and/or time of performance have been adversely impacted by the presence of Hazardous Conditions. 4.1.4 As provided in the Design-Build Agreement, Design-Builder has caused Owner,to the fullest extent permitted by law,to indemnify,defend and hold harmless General Contractor,anyone employed directly or indirectly by General Contractor, and their officers,directors,employees and agents,from and against any and all claims, losses, damages, liabilities, and expenses, including attorneys'fees and expenses, arising out of or resulting from the presence, removal or remediation of Hazardous Conditions at the Site. 4.1.5 Notwithstanding the preceding provisions of this Section 4.1,General Contractor is responsible for Hazardous Conditions introduced to the Site by itself, Subcontractors, Sub-Subcontractors or anyone for whose acts they may be liable.To the fullest extent permitted by law, General Contractor shall indemnify, defend and hold harmless Owner, Design-Builder and their officers, directors, employees and agents from and against all claims, losses, damages, liabilities, and expenses, including attorneys'fees and expenses, arising out of or resulting from those Hazardous Conditions introduced to the Site by General Contractor,Subcontractors,Sub-Subcontractors or anyone for whose acts they may be liable. 4.2 Differing Site Conditions. 4.2.1 Concealed or latent physical conditions or subsurface conditions at the Site that(i)materially differ from the conditions indicated in the Contract Documents or(ii)are of an unusual nature,differing materiallyfrom the conditions ordinarily encountered and generally recognized as inherent in the Work are collectively referred to herein as "Differing Site Conditions." If General Contractor encounters a Differing Site Condition, General Contractor will be entitled to an adjustment in the Contract Price and/or Contract Time(s) to the extent General Contractor's cost and/or time of performance are adversely impacted by the Differing Site Condition. However,to the extent the Differing Site Condition is the contractual responsibility of Owner, Design-Builder agrees to include General Contractor in its discussions with Owner to resolve the matter. If Design-Builder and General Contractor are unable to resolve the matter with Owner, the matter will be resolved in accordance with Section 13.3 hereof. 4.2.2 Upon encountering a Differing Site Condition, General Contractor shall provide prompt written notice to Design-Builder of such condition,which notice shall be provided in accordance with Contract Documents and within sufficient time to permit Design-Builder to meet its notice requirements to Owner contained in the Design-Build Agreement. General Contractor shall, to the extent reasonably possible, provide such notice before the Differing Site Condition has been substantially disturbed or altered. Article DBIA Document No.550 Page 11 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America Contract Time 5.1 Date of Commencement. 5.1.1 The Work shall commence ten(10)days after General Contractor's receipt of Design-Builder's Notice to Proceed("Date of Commencement")unless the parties mutually agree otherwise in writing. 5.2 Substantial Completion and Final Completion. 5.2.1 Substantial Completion of the Construction Work shall be achieved within 335 calendar days after the Date of Commencement, unless extended pursuant to and in accordance with this Agreement. Unless causes beyond the General Contractors control delay Final Completion, the General Contractor shall achieve Final Completion of the Construction Work, including all punch list work, within sixty (60) days from the date of Substantial Completion. 5.2.2 All of the dates and durations set forth in this Article 5(the"Contract Time(s)")shall be subject to adjustment in accordance with this Agreement. 5.3 Time is of the Essence. 5.3.1 Design-Builder and General Contractor mutually agree that time is of the essence with respect to the dates and times set forth in the Contract Documents and the Project Schedule. 5.4 Liquidated Damages. 5.5 Delays to the Work. 5.5.1 If General Contractor is delayed in the performance of its Work due to acts, omissions, conditions, events, or circumstances beyond its control and due to no fault of its own or those for whom General Contractor is responsible, the Contract Time(s)for performance shall be reasonably extended by Change Order. By way of example, events that may entitle General Contractor to an extension of the Contract Time(s)include acts or omissions of Design-Builder,Owner or anyone under Design-Builder's or Owner's control (including separate contractors), changes in the Work, Differing Site Conditions, Hazardous Conditions and Force Majeure Events. 5.5.2 In addition to General Contractor's right to a time extension for those events set forth in Section 5.5.1 above, General Contractor shall also be entitled to an appropriate adjustment of the Contract Price provided, however, that the Contract Price shall not be adjusted for Force Majeure Events unless otherwise provided in Article 18. 5.5.3 Notwithstanding any other provision to the contrary, any delay and resulting damages that arise out of, or relate to, problems caused by Owner or for which Owner is responsible shall be resolved pursuant to Section 13.3 hereof. 5.5.4 If the Project is delayed due to General Contractor or anyone for whom General Contractor is responsible, and not due to Design-Builder or Owner, in addition to its obligations to pay Design- Builder liquidated damages pursuant to Section 5.4 above,General Contractor shall,at the direction of Design-Builder and at General Contractor's own cost and expense,work such overtime and take such other measures as may be necessary to make up for all time lost in the completion of the Project due to such delay. Article 6 Contract Price 6.1 Contract Price. DBIA Document No.550 Page 12 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America 6.1.1 Design-Builder shall pay General Contractor in accordance with the Contract Documents a contract price("Contract Price")equal to General Contractor's Fee(as defined in Section 6.2 hereof) plus the Cost of the Work (as defined in Section 6.3 hereof), subject to any GMP established in Section 6.6 hereof and any adjustments made in accordance with the Contract Documents. The parties acknowledge the GMP is based upon the documents set forth in the GMP Exhibit(pursuant to Section 6.6.1.1).To the extent General Contractor is required to perform work which is not consistent with the GMP Exhibit, General Contractor may be entitled to an adjustment in the Contract Price and/or Contract Time(s) pursuant to Article 12 of this Agreement. 6.2 General Contractor's Fee. 6.2.1 General Contractor's Fee shall be five percent(5%)of the Cost of Work. 6.3 Cost of the Work. 6.3.1 The term Cost of the Work shall mean costs reasonably incurred by General Contractor in the proper performance of the Work. The Cost of the Work shall include only the following: 6.3.1.1 General Conditions: General Contractor will be paid a lump sum of$373,198,for services performed by the General Contractor as listed in will be paid to the General Contractor and will include the following as listed in GMP Exhibit: (a)Wages or salaries of the General Contractor's supervisory and administrative personnel when stationed at the site or, at off-site workshops, costs paid or incurred by the General Contractor for taxes, insurance, contributions, assessments and benefits required by law,the General Contractor's standard fringe benefits such as sick leave,medical and health benefits, holidays,vacations, bonuses, training, and allowed absences and pensions. (b): Temporary field office cost, furniture, set-up, janitorial service and office equipment; computers, software and maintenance; copy machines, office supplies; telephone, communications and radios;stationary,messengerand postage;drinking water;first aid supplies; blueprinting costs other than contract drawings;field office travel; surveyor services, project signage; project photos; field staff vehicles or auto allowances, vehicle insurance and maintenance;jobsite safety incentive programs and random employee drug testing;temporary toilets; rubbish removal(not demolition)and cleanup;glass cleaning;warranty service,small tools;temporary power consumption during construction; and temporaryfire extinguishers; (c) Payment for General Conditions will be made to the General Contractor with 15%being paid upon jobsite mobilization and the balance being paid monthly at the same percentage as the completion percentage is for the Cost of Work. (d) For Changes in the project as provided in Article 12 which increase the Contract Time, the General Conditions amount may be adjusted by Change Order. 6.3.1.2 Payments properly made by General Contractor to Subcontractors for performance of portions of the Work, including any insurance and bond premiums incurred by Subcontractors with prior written approval of Design-Builder.. 6.3.1.3 Costs, including transportation, inspection, testing, storage and handling, of materials,equipment and supplies incorporated or reasonably used in completing the Work. 6.3.1.4 Costs (less salvage value)of materials, supplies, temporary facilities, machinery, equipment and hand tools that are not fully consumed in the performance of the Work, whether sold to others or retained by the General Contractor, including the costs of transporting, inspecting, testing, handling, installing, maintaining, dismantling and removing such items. DBIA Document No.550 Page 13 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America 6.3.1.5 Costs of removal of debris and waste from the Site. 6.3.1.6 The reasonable costs and expenses incurred in establishing, operating and demobilizing the Site office, including the cost of facsimile transmissions, long distance telephone calls, postage and express delivery charges,telephone service, photocopying and reasonable petty cash expenses. 6.3.1.7 Rental charges and the costs of transportation, installation, minor repairs and replacements, dismantling and removal of temporary facilities, machinery, equipment and hand tools not customarily owned by the workers,which are provided by General Contractor at the Site, whether rented from General Contractor or others, and necessary for the performance of the Work. 6.3.1.3 Premiums for insurance and bonds required by this Agreement or the performance of the Work. 6.3.1.9 All fuel and utility costs necessary for the performance of the Work. 6.3.1.10 Sales, use or similar taxes,tariffs or duties incurred in the performance of the Work. 6.3.1.11 Legal costs, court costs and costs of mediation and arbitration reasonably arising from General Contractor's performance of the Work, provided such costs do not arise from disputes between Design-Builder and General Contractor, or from Owner-related disputes. 6.3.1.12 Costs for permits, royalties, licenses, tests and inspections incurred by General Contractor as a requirement of the Contract Documents. 6.3.1.13 The cost of defending suits or claims for infringement of patent rights arising from the use of a particular design, process, or product required by Design-Builder, paying legal judgments against General Contractor resulting from such suits or claims, and paying settlements made with Design-Builder's consent. 6.3.1.14 Deposits which are lost, except to the extent caused by General Contractor's negligence. 6.3.1.15 Costs incurred in preventing damage, injury or loss in case of an emergency affecting the safety of persons and property. 6.3.1.16 Other costs reasonably and properly incurred in the performance of the Work to the extent approved in writing by Design-Builder. 6.3.1.17 Costs of materials and equipment suitably stored off site at a mutually acceptable location. 6.4 Allowance Items and Allowance Values. 6.4.1 Any and all Allowance Items,as well as their corresponding Allowance Values,are set forth in the GMP Exhibit and are included within the GMP. 6.4.2 Design-Builder and General Contractor have worked together to review the Allowance Items and Allowance Values based on design information then available to determine that the Allowance Values constitute reasonable estimates for the Allowance Item.Design-Builder and General Contractor will continue working closely together during the preparation of the design to develop Construction Documents consistent with the Allowance Values. Nothing herein is intended in anyway to constitute a guarantee by General Contractor that the Allowance Item in question can be performed for the Allowance Value. DBIA Document No.550 Page 14 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America 6.4.3 No work shall be performed on any Allowance Item without General Contractor first obtaining in writing advanced authorization to proceed on an Allowance Item from Design-Builder. Design- Builder agrees that if General Contractor is not provided written authorization to proceed by the date set forth in the Project Schedule, due to no fault of General Contractor, General Contractor may be entitled to an adjustment of the Contract Time(s)and Contract Price. 6.4.4 The Allowance Value for an Allowance Item includes the direct cost of labor, materials, equipment, transportation, taxes and insurance associated with the applicable Allowance Item. All other costs,including General Contractor's overall project management and general conditions costs, overhead and fee, are deemed to be included in the original Contract Price, and are not subject to adjustment, regardless the actual amount of the Allowance Item. 6.4.5 Whenever the actual costs for an Allowance Item is more than or less than the stated Allowance Value,the Contract Price shall be adjusted accordingly by Change Order,subject to Section 6.4.4. The amount of the Change Order shall reflect the difference between actual costs incurred by General Contractor for the particular Allowance Item and the Allowance Value for such Allowance Item. 6.5 Non-Reimbursable Costs. 6.5.1 The following shall not be deemed as Costs of the Work: 6.5.1.1 Compensation for General Contractor's personnel stationed at General Contractor's principal or branch offices, except as provided for in Sections 6.3.1.1, hereof. 6.5.1.2 Overhead and general expenses, except as provided for in Section 6.3 hereof, or which may be recoverable for changes to the Work. 6.5.1.3 The cost of General Contractor's capital used in the performance of its Work. 6.5.1.4 If the parties have agreed on a GMP,costs that would cause the GMP,as adjusted in accordance with the Contract Documents, to be exceeded. 6.6 The Guaranteed Maximum Price. 6.6.1 GMP Established Upon Execution of this Agreement. 6.6.1.1 General Contractor guarantees that it shall not exceed the GMP of Four Million One Hundred ninety Five Thousand Three Hundred and eighty one Dollars($4,195,581.00). Documents used as basis for the GMP shall be identified as an exhibit to this Agreement ("GMP Exhibit").General Contractor does not guarantee anyspecific line item provided as part of the GMP, provided, however, that it does guarantee the single line item for its general project management and general conditions costs (lump sum), in the amount of Three Hundred Seventy Three Thousand One Hundred and Ninety Eight Dollars($373,198.00),and as set forth in the GMP Exhibit.General Contractor agrees that itwill be responsible for paying the applicable general conditions costs in excess of the General Conditions Cap,as well as be responsible for all costs of completing the Work which exceed the GMP, as said General Conditions and the GMP may be adjusted in accordance with the Contract Documents. Article 7 Procedure for Payment 7.1 Schedule of Values. 7.1.1 Unless required by Design-Builder upon execution of this Agreement,within ten(10)days of execution of the Agreement,General Contractor shall submit for Design-Builder's review and approval a schedule of values for all of the Work. The Schedule of Values will (i) subdivide the Work into its respective parts; (ii) include values for all items comprising the Work and (iii)serve as the basis for DBIA Document No.550 Page 15 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America monthly progress payments made to General Contractor throughout the work. 7.2 Progress Payments. 7.2.1 Beginning with the first month after the Date of Commencement, General Contractor shall submit on the twentieth (20th)day of each month for Design-Builder's review and approval, General Contractor's Application for Payment requesting payment for all Work performed as of the date of the Application for Payment. The Application for Payment shall be accompanied by all supporting documentation required by the Contract Documents and/or established at the meeting required by Section 2.1.1 hereof. Design-Builder will submit General Contractor's proper Application for Payment to Owner with Design-Builder's application. General Contractor shall also provide Design-Builder with a quarterly reconciliation between billings and costs. Full substantiating back up(excluding General Conditions) must accompany pay applications along with conditional lien releases from all subcontractors/material suppliers for this pay application and unconditional lien releases covering the previous pay application. 7.2.2 The Application for Payment may request payment for equipment and materials not yet incorporated into the Project, provided that (i) Design-Builder is satisfied that the equipment and materials are suitably stored at either the Site or another acceptable location, (ii)the equipment and materials are protected by suitable insurance, and (iii) upon payment, Design-Builder will receive the equipment and materials free and clear of all liens and encumbrances. 7.2.3 The Application for Payment shall constitute General Contractor's representation that the Work has been performed consistent with the Contract Documents, has progressed to the point indicated in the Application for Payment, and that title to all Work will pass to Owner free and clear of all claims, liens, encumbrances, and security interests upon the incorporation of the Work into the Project, or upon General Contractor's receipt of payment, whichever occurs earlier. 7.2.4 Design-Builder shall make payment on General Contractor's properly submitted and accurate Application for Payment within three(3)days after Design-Builder's receipt of payment from Owner on account of General Contractor's monthly Application for Payment, but in each case less the total of payments previously made, and less amounts properly withheld under this Agreement. 7.3 Retainage on Progress Payments. 7.3.1 Design-Builder will retain from each of General Contractor's Application for Payment five percent (5%). Unless mutually agreed otherwise between the parties, retainage will be included in Design-Builder's final payment to General Contractor, provided Design-Builder has received such retained amounts from Owner. 7.4 Withholding of Payments. 7.4.1 If Design-Builder determines that General Contractor is not entitled to all or part of an Application for Payment,it will notify General Contractor in writing at least five(5)days prior to the date payment is due.The notice shall indicate the specific amounts Design-Builder intends to withhold,the reasons and contractual basis for the withholding,and the specific measures General Contractor must take to rectify Design-Builder's concerns.Design-Builder and General Contractorwill attempt to resolve Design-Builder's concerns prior to the date payment is due. If the parties cannot resolve such concerns, Design-Builder shall pay General Contractor the uncontested amount of the Application for Payment, and General Contractor may pursue its rights under the Contract Documents, including those under Article 13 hereof. 7.5 Substantial Completion. 7.5.1 General Contractor shall notify Design-Builder when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is substantially complete.Within five(5) days of Design-Builder's receipt of General Contractor's notice, Owner, Design-Builder, and General Contractor will jointly inspect such Work to verify that it is substantially complete in accordance with the DBIA Document No.550 Page 16 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America requirements of the Contract Documents. If such Work is substantially complete, Design-Builder shall prepare and issue a Certificate of Substantial Completion that will set forth (i)the date of Substantial Completion of the Work or portion thereof;(ii)the remaining items of Work that have to be completed before final payment; (iii) provisions (to the extent not already provided in the Contract Documents) establishing Design-Builder's and General Contractor's responsibility for the Project's security, maintenance, utilities and insurance pending final payment and(iv)an acknowledgment that warranties commence to run on the date of Substantial Completion, except as may otherwise be noted in the Certificate of Substantial Completion. 7.5.2 Within fifteen (15)days after Substantial Completion of the entire Work or, if applicable, any portion of the Work, and payment to Design-Builder from Owner, Design-Builder shall release to General Contractor all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to: (i) 150% of the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion; and (ii) all other amounts Design-Builder is entitled to withhold pursuant to Section 7.4. 7.5.3 Design-Builder,at its option, may use a portion of the Work which has been determined to be substantially complete provided that(i)a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in Section 7.5.1 above, (ii) General Contractor and Design-Builder have obtained the consent of their sureties and insurers,and to the extent applicable, the appropriate government authorities having jurisdiction over the Project,and(iii)Design-Builder and General Contractor agree that Design-Builder's and/or Owner's use or occupancy will not interfere with General Contractor's completion of the remaining Work. 7.6 Final Payment. 7.6.1 General Contractor shall submit its Final Application for Payment to Design-Builder in accordance with Section 7.6.2 below. Design-Builder shall make payment on General Contractor's properly submitted and accurate Final Application for Payment within ten (10) days after Design- Builder's receipt of final payment from Owner on account of General Contractor's Final Application for Payment, provided also that General Contractor has satisfied the requirements for final payment set forth in Section 7.6.2 below. 7.6.2 At the time of submission of its Final Application for Payment,General Contractor shall provide the following information: 7.6.2.1 an affidavit that there are no claims,obligations or liens outstanding or unsatisfied for labor,services, material,equipment,taxes or other items performed,furnished or incurred for or in connection with the Work which will in any way affect Design-Builder's or Owner's interests; 7.6.2.2 a general release executed by General Contractor waiving, upon receipt of final payment by General Contractor, all claims, except those claims previously made in writing to Design-Builder and remaining unsettled at the time of final payment; 7.6.2.3 consent of General Contractor's surety, if any, to final payment; 7.6.2.4 all operating manuals, warranties and other deliverables required by the Contract Documents; and 7.6.2.5 certificates of insurance confirming that required coverages will remain in effect consistent with the requirements of the Contract Documents. 7.6.3 Upon making final payment, Design-Builder waives all claims against General Contractor except claims relating to(i)General Contractor's failure to satisfy its payment obligations,if such failure affects Design-Builder's or Owner's interests; (ii) General Contractor's failure to complete the Work consistent with the Contract Documents,including defects appearing after Substantial Completion;and (iii)the terms of any special warranties required by the Contract Documents. DBIA Document No.550 Page 17 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America 7.7 Pay When Paid. 7.7.1 By executing this Agreement, General Contractor acknowledges receipt of the Statement of Ownership and Funding attached as Attachment E of the GMP Exhibit hereto, and agrees that it satisfies Design-Builder's obligations under Texas Business&Commerce Code§35.521(m). CONTRACTOR EXPRESSLY ASSUMES THE RISK OF NON-PAYMENT BY OWNER. CONTRACTOR AGREES THAT RECEIPT OF PAYMENT BY DESIGN-BUILDER FROM OWNER SHALL BE AN EXPRESS CONDITION PRECEDENT TO ANY PAYMENT OBLIGATION OF DESIGN- BUILDER OR ITS SURETY TO CONTRACTOR. NOTWITHSTANDING THE ABOVE, DESIGN-BUILDER SHALL NOT URGE THIS DEFENSE TO ANY PAYMENT OBLIGATION TO CONTRACTOR IN THE EVENT THE FAILURE OF DESIGN- BUILDERTO RECEIVE PAYMENT FROM OWNER IS DUE TO DESIGN-BUILDER'S FAILURE TO MEET ITS CONTRACTUAL OBLIGATIONS TO OWNER AND WHICH FAILURE IS NOT THE RESULT OF CONTRACTOR'S FAILURE TO MEET ITS CONTRACTUAL REQUIREMENTS. THE ABOVE-REFERENCED CONDITION PRECEDENT SHALL APPLY TO ALL REQUESTS FOR PAYMENT BY CONTRACTOR FOR PARTIAL PAYMENT, FINAL PAYMENT, EXTRA WORK, CLAIMS OR OTHERWISE, THE ABOVE-REFERENCED CONDITION PRECEDENT SHALL NOT BE USED AS A BASIS FOR INVALIDATION OF THE ENFORCEABILITY OR PERFECTION OF A MECHANIC'S LIEN BUT SHALL BE APPLICABLE TO ANY CLAIM AGAINST DESIGN-BUILDER OR DESIGN-BUILDER'S SURETY. 7.8 Interest. 7.8.1 Payments due and unpaid under this Agreement shall bear interest commencing five(5)days after payment is due at current prime rate plus once percent per month until paid. 7.9 Advance Payments. 7.9.1 Design-Builder has the right, at its sole option, to advance any payment due General Contractor under this Agreement. 7.10 Payment Not Acceptance. 7.10.1 No payment to General Contractor under this Agreement shall be evidence of,or construed to be, acceptance of defective,faulty, improper or non-conforming work. 7.11 General Contractor's Payment Obligations. 7.11.1 General Contractor will pay Subcontractors, in accordance with its contractual obligations to such parties,all the amounts General Contractor has received from Design-Builder on account of their work.General Contractor will impose similar requirements on Subcontractors to pay those parties with whom they have contracted. General Contractor will indemnify and defend Owner and Design-Builder against any claims for payment and mechanic's liens as set forth in Section 11.3 hereof,to the extent General Contractor has received payment from Design-Builder. 7.12 Record Keeping and Finance Controls. 7.12.1 General Contractor shall keep full and detailed accounts and exercise such controls as maybe necessary for proper financial management,using accounting and control systems in accordance with generally accepted accounting principles and as may be provided in the Contract Documents. 7.12.2 General Contractor agrees that Owner shall, until the expiration of three (3)years after final payment under this contract, have access to and the right to examine and photocopy any directly pertinent books,documents,papers and records of the Contractor involving transactions relating to this Agreement. General Contractor agrees that the Owner shall have access during normal working hours DBIA Document No.550 Page 18 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP c)gni n neRinn-Build In.qtitute nf America to all necessary Contractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Owner shall give General Contractor reasonable advance notice of intended audits. General Contractor shall include in all its subconsultant agreements and subcontracts hereunder a provision to the effect that the subconsultant and/or subcontractor agree that the Owner shall,until the expiration of three(3)years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant or subcontractor involving transactions to the sub-agreement,and further,that Owner shall have access during normal working hours to all subconsultant or subcontractor facilities,and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section. Owner shall give subconsultants or subcontractors reasonable advance notice of intended audits. General Contractor agrees to photocopy such documents as may be requested by Owner,and further agrees to include such a provision in any subconsultant or subcontractor agreement. Owner shall reimburse for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed Article 8 Stop Work and Termination 8.1 Design-Builder's Right to Stop Work. 8.1.1 Design-Builder may, without cause and for its convenience, order General Contractor in writing to stop and suspend the Work. 8.1.2 General Contractor is entitled to seek an adjustment of the Contract Price and/or Contract Time(s) if its cost or time to perform the Work has been adversely impacted by any suspension or stoppage of work by Design-Builder. Notwithstanding anything to the contrary herein, if Design- Builder's suspension of the Work is the result of Owner's suspension of Design-Builder's work under the Design-Build Agreement, then Design-Builder shall pay General Contractor only those amounts Design-Builder actually receives from Owner on account of the Work. 8.2 Design-Builder's Right to Terminate for Convenience. 8.2.1 If Design-builder terminates this Agreement other than as set forth in paragraph 8.3, then Design-Builder shall pay General Contractor for all Work completed as of the termination date (including any withheld retainage), plus all proven costs or expenses incurred in connection with demobilization and termination of the Construction Work. General Contractor shall not be entitled to any compensation for lost or anticipated profits. 8.2.2 If Design-Builder's termination of General Contractor for convenience is the result of Owner's termination of Design-Builder for convenience under the Design-Build Agreement,then Design-Builder shall pay General Contractor only those amounts Design-Builder actually receives from Owner on behalf of General Contractor. 8.3 Design-Builder's Right to Terminate for Cause. 8.3.1 If General Contractor persistently fails to(i)provide a sufficient number of skilled workers, (ii) supply the materials required by the Contract Documents, (iii) comply with applicable Legal Requirements, (iv) timely pay, without cause, its Subcontractors, (v) prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s),as such times may be adjusted, or (vi) perform material obligations under the Contract Documents, then Design- Builder shall have the rights, in addition to any other rights and remedies provided in the Contract Documents or by law, set forth in Sections 8.3.2 and 8.3.3 below. DBIA Document No.550 Page 19 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America 8.3.2 Upon the occurrence of an event set forth in Section 8.3.1 above, Design-Builder shall provide written notice to General Contractor and General Contractor's surety that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured, within seven (7) days of General Contractor's and Surety's receipt of such notice. If General Contractor and General Contractor's surety fails to cure,or reasonably commence to cure,such problem,then Design-Builder may give a second written notice to General Contractor and General Contractor's surety of its intent to terminate within an additional seven (7) day period. If General Contractor and General Contractor's surety,within such second seven(7)day period,fails to cure,or reasonably commence to cure,such problem, then Design-Builder may declare the Agreement terminated for default by providing written notice to General Contractor and General Contractor's surety of such declaration. 8.3.3 Upon declaring the Agreement terminated pursuant to Section 8.3.2 above, Design-Builder may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Work, all of which General Contractor hereby transfers, assigns and sets over to Design-Builder for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor,services,materials,equipment and other items. In the event of such termination, General Contractor shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Design-Builder in completing the Work,such excess shall be paid by Design-Builder to General Contractor. Notwithstanding the preceding sentence, if the Agreement establishes a GMP,General Contractor will only be entitled to be paid for Work performed prior to its default. If Design-Builder's reasonable cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then General Contractor shall be obligated to pay the difference to Design-Builder.Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expenses, including attorneys' fees and expenses, incurred by Design-Builder in connection with the reprocurement and defense of claims arising from General Contractor's default,subject to the waiver of consequential damages set forth in Section 13.7 hereof. 8.3.4 If Design-Builder improperly terminates the Agreement for cause,the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 8.2 of the Agreement. 8.4 General Contractor's Right to Stop Work. 8.4.1 If(i) Owner fails to pay amounts due Design-Builder under the Design-Build Agreement for work performed by General Contractor, such failure is not due to the fault of General Contractor, and General Contractor has not been paid such amounts due, or (ii) Design-Builder fails to pay any amounts due General Contractor under this Agreement, General Contractor may, in addition to any other rights afforded under the Contract Documents or at law, stop work in accordance with Section 8.4.2. 8.4.2 General Contractor shall provide Design-Builder with written notice that General Contractorwill stop work unless said failure to pay the amount is not cured within seven (7) days from Design- Builder's receipt of General Contractor's notice. If Design-Builder does not cure the problem within such seven(7)day period,General Contractor may stop work. In such case,General Contractor shall be entitled to make a claim for adjustment to the Contract Price and Contract Time(s)to the extent it has been adversely impacted by such stoppage.To the extent Design-Builder's failure to pay is related to a dispute between the parties, the dispute will be resolved in accordance with Article 13 and the parties will continue performance in accordance with Section 13.6. 8.5 General Contractor's Right to Terminate For Cause. 8.5.1 General Contractor, in addition to any other rights and remedies afforded under the Contract Documents or at law, may terminate the Agreement for cause for the following reasons: DBIA Document No.550 Page 20 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America 8.5.1.1 The Work has been stopped for sixty(60)consecutive days because of court order, any government authority having jurisdiction over the Work,or orders by Design-Builder under Section 8.1 hereof, provided that such stoppages are not due to the acts or omissions of General Contractor or anyone for whose acts General Contractor may be responsible. 8.5.1.2 Design-Builder's failure to provide General Contractor with any information,permits or approvals that are Design-Builder's responsibility under the Contract Documents which result in the Work being stopped for sixty(60)consecutive days,even though Design-Builder has not ordered General Contractor in writing to stop and suspend the Work pursuant to Section 8.1 hereof. 8.5.1.3 Design-Builder's failure to cure the problems set forth in Section 8.4.1 above within thirty(30) days after General Contractor has stopped the Work. 8.5.2 Upon the occurrence of an event set forth in Section 8.5.1 above, General Contractor may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured, within seven (7)days of Design-Builder's receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure,such problem, then General Contractor may give a second written notice to Design-Builder of its intent to terminate within an additional seven (7) day period. If Design-Builder, within such second seven (7) day period, fails to cure, or reasonably commence to cure, such problem, then General Contractor may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. In such case, General Contractor shall be entitled to recover in the same manner as if Design-Builder had terminated this Agreement for its convenience under Section 8.2 of the Agreement. 8.6 Bankruptcy of Design-Builder or General Contractor. 8.6.1 If either Design-Builder or General Contractor institutes or has instituted against it a case under the United States Bankruptcy Code(such party being referred to as the"Bankrupt Party"),such event may impair or frustrate the Bankrupt Party's ability to perform its obligations under the Contract Documents.Accordingly, should such event occur. 8.6.1.1 The Bankrupt Party, its trustee or other successor, shall furnish, upon request of the non-Bankrupt Party, adequate assurance of the ability of the Bankrupt Party to perform all future material obligations under the Contract Documents,which assurances shall be provided within ten (10)days after receiving notice of the request; and 8.6.1.2 The Bankrupt Party shall file an appropriate action within the bankruptcy court to seek assumption or rejection of the Agreement within sixty (60) days of the institution of the bankruptcy filing and shall diligently prosecute such action. If the Bankrupt Party fails to comply with its foregoing obligations, the non-Bankrupt Party shall be entitled to request the bankruptcy court to reject the Agreement, declare the Agreement terminated and pursue any other recourse available to the non-Bankrupt Party under this Article 8. 8.6.2 The rights and remedies under Section 8.6.1 above shall not be deemed to limit the ability of the non-Bankrupt Party to seek any other rights and remedies provided by the Contract Documents or by law, including its ability to seek relief from any automatic stays under the United States Bankruptcy Code. Article 9 Representatives of the Parties 9.1 Design-Builder's Representatives. DBIA Document No.550 Page 21 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America 9.1.1 Design-Builder designates the individual listed below as its Senior Representative("Design- Builder's Senior Representative"),which individual has the authority and responsibility for avoiding and resolving disputes under Section 13.4 of the Agreement: (Identify individuals name, title, address and telephone numbers) Lee D. (Pat) Cornell President 100 E. 15th Street, Suite 640 Fort Worth, TX 76102 817.332.9088 9.1.2 Design-Builder designates the individual listed below as its Design-Builder's Representative, which individual has the authority and responsibility set forth in Section 3.2 of the Agreement: (Identify individual's name, title, address and telephone numbers) Kevin R. (Chip) Heath Project Director 100 E. 15th Street, Suite 640 Fort Worth, TX 76102 817.332.9088 9.2 General Contractor's Representatives. 9.2.1 General Contractor designates the individual listed below as its Senior Representative ("General Contractor's Senior Representative"),which individual has the authority and responsibility for avoiding and resolving disputes under Section 13.4 of the Agreement: (Identify individual's name, title, address and telephone numbers) Jason Lillard President 1520 W. Walnut Hill Lane Irving, TX 75038 214.492.8900 9.2.2 General Contractor designates the individual listed below as its General Contractor's Representative, which individual has the authority and responsibility set forth in Section 2.1.2 of the Agreement: (Identify individual's name, title, address and telephone numbers) Kevin Mezger Project Manager 1520 W. Walnut Hill Lane Irving, TX 75038 214.492.8900 Article 1 Insurance and Bonds 10.1 General Contractor's Insurance Requirements. 10.1.1 General Contractor's Liability Insurance. The General Contractor shall obtain and maintain insurance coverage for the following claims which may arise out of the performance of this Agreement, whether resulting from the General Contractor's operations or from the operations of any Subcontractors, their employees, or by an individual or entity for whose acts they are liable: 10.1.1.1 Claims under Workers'Compensation statutes or other disability benefits statutes applicable to the Construction Work; DBIA Document No.550 Page 22 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America 10.1.1.2 Claims under applicable employer's liability statutes or laws for bodily injury, occupational sickness, disease or death claims of the General Contractor's employees; 10.1.1.3 Claims for bodily injury, sickness, disease, death or damages to persons not employed by the General Contractor; 10.1.1.4 Claims for personal injury disability for damages directly or indirectly related to the person's employment by the General Contractor; 10.1.1.5 Claims for damage to or destruction of tangible property; 10.1.1.6 Claims for bodily injury, death, or property damage resulting from motor vehicle liability for motor vehicles used or operated by the General Contractor; 10.1.1.7 Claims for contractual liability involving the General Contractor's obligations under the indemnity provided in this Agreement,to the extent that such coverage is provided by the commercial general liability coverage. 10.1.1.3 Claims for loss of use of Owner's property located at the Project site occurring before Substantial Completion. 10.1.1.9 The General Contractor's liability insurance policies shall be written for not less than the following limits of liability: Commercial General Liability Insurance: (a) Each occurrence limit: $1,000,000 (b) General Aggregate: $2,000,000 (C) Products/Completed Operations Aggregate: $2,000,000 (d) Personal and advertising Injury Limit: $2,000,000 Automobile Liability $1,000,000 each accident on a combined single limit basis $250,000 Property Damage $500,000 Bodily Injury per person per occurrence A commercial business policy shall provide coverage on "Any Auto", defined as autos owned, hired and non-owned. Workers'Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease-per each employee $500,000 Bodily Injury/Disease - policy limit This coverage may be written as follows: Workers'Compensation and Employers'Liability coverage with limits consistentwith statutory benefits outlined in the Texas workers'Compensation Act(Tex.Labor Code Chapter 406)and minimum policy limits for Employers'Liability of$100,000 each accident/occurrence,$500,000 bodily injury disease policy limit and $100,000 per disease per employee 10.1.2 Commercial General Liability Insurance may be arranged under a single policyfor the full limits required or by a combination of underlying policies and an excess of umbrella liability policy. General Contractor shall notify Owner immediately upon being made aware that General Contractor's insurance DBIA Document No.550 Page 23 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP C)2010 Design-Build Institute of America policy has lapsed, not renewed, or been canceled. Design-Builder may order General Contractor to cease work for failure to maintain insurance coverage. Certificates of insurance showing required coverage to be in force shall be filed with the Design-Builder prior to commencement or continuation of the Construction Work. Products and completed operations insurance shall be maintained for a minimum period of one year after the date of Substantial Completion. 10.2 Builder's Risk Insurance. 10.2.1 The General Contractor shall obtain and maintain All Risk Builder's Risk insurance for the Construction Work required under this Agreement. This insurance shall include as named insureds the Owner and the Design-Builder. This insurance shall include all risk insurance for physical loss or damage including without duplication of coverage, at least: theft, vandalism, malicious mischief, collapse, earthquake,flood,windstorm,falsework,temporary buildings, debris removal, testing, and demolition resulting from enforcement of any applicable legal requirements. 10.3 Additional Insurance Requirements. 10.3.1 The Design-Builder, its officers,employees and servants shall be endorsed as an additional insured on Contractor's insurance policies excepting employer's liability insurance coverage under Contractor's workers'compensation insurance policy. 10.3.2 Certificates of insurance shall be delivered to the Design-Builder, 100 E. 15th Street,Suite 640, Fort Worth,TX 76102, prior to commencement of work on the contracted project. 10.3.3 Any failure on part of the Design-Builder to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. 10.3.4 Each insurance policy shall be endorsed to provide the Design-Builder a minimum thirty(30) days notice of cancellation, non-renewal, and/or material change in policy terms or coverage. A ten (10) days notice shall be acceptable in the event of non-payment of premium. 10.3.5 Insurers must be authorized to do business in the State of Texas and have a current A.M.Best rating of A: VII or equivalent measure of financial strength and solvency. 10.3.6 Deductible limits, or self-funded retention limits,on each policy must not exceed$10,000.00 per occurrence unless otherwise approved by the Design-Builder. 10.3.7 Other than worker's compensation insurance, in lieu of traditional insurance, Design-Builder may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The Design-Builder must approve in writing any alternative coverage. 10.3.8 Workers'compensation insurance policy(s)covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the Design-Builder. 10.3.9 Design-Builder shall not be responsible for the direct payment of insurance premium costs for contractor's insurance. 10.3.10 General Contractor's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by Design-Builder shall not be called upon to contribute to loss recovery. 10.3.11 In the course of the project, General Contractor shall report, in a timely manner, to Design- Builder's officially designated contract administrator any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. 10.3.12 General Contractor's liability shall not be limited to the specified amounts of insurance required herein. DBIA Document No.550 Page 24 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP (cl7fl1n nocinn_Rnilri Instifirfe of Amarinn 10.3.13 Upon the request of Design-Builder, General Contractor shall provide complete copies of all insurance policies required by these contract documents. 10.4 Bonds and Other Performance Security. 10.4.1 Within ten (10) days after execution of this Agreement, the Contractor shall deliver to the Design-Builder Payment and Performance Bonds, on a form acceptable to the Owner, for the Construction Work. The Payment and Performance Bonds shall name the Design-Builder and the Owner as co-obligees, and shall each be in a penal sum equal to the estimated cost of the Construction Work. Additionally,the Design-Builder, its Contractor,and the Owner shall concurrently with delivery of the bonds,execute an agreement specifying the obligations of the Design-Builder, its Contractor and the Owner in the event of a default in performance by Design—Builder. 10.4.2 If any Maintenance Bonds are required, said Bonds shall be provided by the Contractor performing the Work and shall be in the name of and in favor of the Owner.All payment,performance and maintenance bonds issued with respect to the Contractor shall be provided by a surety in accordance with Texas Gov't Code 2253. 10.4.3 No sureties will be accepted by the Owner that are at the time in default or delinquent on any bonds or which are interested in any litigation against the Owner. Should any surety on the contract be determined unsatisfactory at any time by the Owner, notice will be given to the contractor to that effect and the contractor shall immediately provide a new surety satisfactory to the Owner. 10.5 General Contractor Compliance with Worker's Compensation Law. 10.5.1 Definitions: 10.5.1.1 "Certification of Coverage" ("certificate") shall mean a copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project,for the duration of the project. 10.5.1.2 "Duration of the project" includes the time from the beginning of the work on the Project until the Construction Work on the Project has been completed and accepted by Owner. 10.5.1.3 "Persons providing services on the project" includes all persons or entities performing all or part of the services the General Contractor has undertaken to perform on the Project,regardless of whether that person contracted directly with the General Contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors,subcontractors,leasing companies,motor carriers,owner operators, employees of any such entity,or employees of any entity which furnishes persons to provide services on the project. "Services" includes, without limitation, providing, hauling, or delivering equipment or materials,or providing labor,transportation,or other services related to a project "Services" does not include activities unrelated to the Work, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. 10.5.2 General Contractor shall provide coverage,based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements,which meets the statutory requirements of Texas Labor Code,Section 401.011(44)or all employees of the General Contractor providing services on the project,for the duration of the project. 10.5.3 General Contractor must provide a Certificate of Coverage to the Design-Builder prior to being awarded the contract. DBIA Document No.550 Page 25 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP rl 7n4n n,.,;, ❑,dLf 1—fib ifn of Amori— 10.5.4 If the coverage period shown on the General Contractor's current Certificate of Coverage ends during the duration of the Project,the General Contractor must,prior to the end of the coverage period, file a new Certificate of Coverage with the Design-Builder showing that coverage has been extended. 10.5.5 The General Contractor shall obtain from each person providing services on the Project,and provide the governmental entity: 10.5.5.1 A Certificate of Coverage,prior to that person beginning work on the project,so the Design-Builder will have on file certificates of coverage showing coverage for all persons providing services on the Project; and 10.5.5.2 No later than seven (7) days after receipt by the General Contractor, a new Certificate of Coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. 10.5.6 The General Contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. 10.5.7 The General Contractor shall notify the Design-Builder in writing by certified mail or personal delivery,within ten (10)days after the General Contractor knew of any change that materially affects the provision of coverage of any person providing services on the Project. 10.5.8 The General Contractor shall post on the project site a notice, in the text,form and manner prescribed by the Texas Worker's Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. 10.5.9 The General Contractor shall contractually require each person with whom it contracts to provide services on the Project, to: 10.5.9.1 Provide coverage, based on proper reporting on classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project,for the duration of the Project; 10.5.9.2 Provide to the General Contractor, prior to that person beginning work on the project,a Certificate of Coverage showing that coverage is being provided for all employees of the person providing services on the project,for the duration of the project; 10.5.9.3 Provide the General Contractor, prior to the end of the coverage period, a new Certificate of Coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 10.5.10 Obtain from each other person with whom it contracts,and provide to the General Contractor: 10.5.10.1 Provide a certificate of coverage, prior to the other person beginning work on the project; and 10.5.10.2 A new Certificate of Coverage showing extension of coverage, prior to the end of the coverage period,if the coverage period shown on the current Certificate of Coverage ends during the duration of the project. 10.5.11 Retain all required Certificates of Coverage on file for the duration of the Project and for one year thereafter. 10.5.12 Notify the Design-Builder in writing by certified mail or personal delivery,within ten (10)days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the Project; DBIA Document No.550 Page 26 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America 10.5.13 Contractually require each person with whom it contracts, to perform as required by paragraphs (1)-(7), with the Certificates of Coverage to be provided to the person for whom they are providing services. 10.5.14 By signing this contract or providing or causing to be provided a Certificate of Coverage, the General Contractor is representing to the Design-Builder that all employees of the General Contractor who will provide services on the Project will be covered by worker's compensation coverage for the duration of the Project,that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the Design-Builder to administrative, criminal, civil penalties or other civil actions. 10.5.15 The General Contractor's failure to comply with any of these provisions is a breach of contract by the General Contractor which entitles the Design-Builder to declare the contract void if the General Contractor does not remedy the breach within ten (10)days after receipt of notice of breach from the Design-Builder. 10.5.16 The General Contractor shall post a notice on the Project site informing all persons providing services on the project that they are required to be covered, and stating how a person may verify current coverage and report failure to provide coverage. This notice does not satisfy other posting requirements imposed by the Texas Worker's Compensation Act or other Texas Worker's Compensation Commission rules. This notice must be printed with a title in at least 30 point bold type and text in at least 19 point normal type, and shall be in both English and Spanish and any other language common to the worker population. The text for the notices shall be the following text,without any additional words or changes: "REQUIRED WORKER'S COMPENSATION COVERAGE The law requires that each person working on this site or providing services related to this construction project must be covered by workers'compensation insurance. This includes persons providing,hauling,or delivering equipment or materials,or providing labor or transportation or other service related to the project,regardless of the identity of their employer or status as an employee." Call the Texas Worker's Compensation Commission at (512) 440-3789 to receive information on the legal requirement for coverage,to verifywhether your employer has provided the required coverage,or to report an employer's failure to provide coverage". Article 11 Indemnification 11.1 INDEMNIFICATION. 11.1.1 Indemnity. GENERAL CONTRACTOR COVENANTS AND AGREES TO, AND DOES HEREBY ASSUME LIABILITY, INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, DESIGN-BUILDER, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY,INCLUDING DEATH,TO ANY AND ALL PERSONS,OF WHATSOEVER KIND OR CHARACTER,WHETHER REAL OR ASSERTED,ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE WORK TO BE PERFORMED UNDER THIS AGREEMENT, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BYANYACT,OMISSION OR NEGLIGENCE DBIA Document No.550 Page 27 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America ON THE PART OF THE OFFICERS,AGENTS,SERVANTS,EMPLOYEES,LICENSEESOR INVITEES OF DESIGN BUILDER.GENERAL CONTRACTOR LIKEWISE COVENANTS AND AGREES TO,AND DOES HEREBY,INDEMNIFYAND HOLD DESIGN-BUILDER HARMLESS FROM ANDAGAINSTANY AND ALL INJURIES, LOSS,OR DAMAGES TO PROPERTY OF OWNER ARISING OUT OF OR IN CONNECTION WITH,DIRECTLY OR INDIRECTLY,THE WORK TO BE PERFORMED UNDER THIS AGREEM ENT, WHETHER ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM,IN WHOLE OR IN PART, ANYAND ALL ALLEGED ACTS OR OMISSIONS OF DESIGN BUILDER'S OFFICERS,AGENTS,SERVANTS,EMPLOYEES,LICENSEES OR INVITEES. THE INTENT OF THIS PARAGRAPH IS TO REQUIRE GENERAL COTRACTOR TO INDEMNIFY THE DESIGN-BUILDER FOR ITS SOLE OR CONCURRENT NEGLIGENCE. Article 1 Changes to the Contract Price and Time 12.1 Changes in the Work 12.1.1 Changes in the Construction Work which are within the general scope of this Agreement may be accomplished without invalidating this Agreement by Change Order as provided in paragraph 12.2.1, a Work Change Directive as provided in paragraph 12.3.1,ora Minor Change in the Work as provided in paragraph 7.4. 12.2 Change Orders. 12.2.1 The Design Builder may order changes in the Construction Work,whether within the general scope of the Construction Documents or which alter the original scope of the Project, by a written Change Order. All such changes in the Construction Work shall be authorized pursuant to a written change order executed by the Design Builder and the Contractor, and shall be performed under applicable conditions of the Contract Documents. The Design Builder and the Contractor shall negotiate in good faith an equitable adjustment to the Construction Costs and the Contract Time and shall conclude these negotiations as expeditiously as possible. . 12.3 Work Change Directive. 12.3.1 In the event the Design Builder and the Contractor cannot agree on an equitable adjustment to the Contract Price or the Contract Time, the Design Builder may issue a Work Change Directive, directing a change in the Construction Work if the changed work is within the general scope of the Construction Documents. If the Design Builder issues a Work Change Directive,the Contractor shall provide an accounting to the Design Builder for all extra costs incurred by the Contractor as a result of the Work Change Directive. The Contractor shall also record all extra time required for the completion of the work required by the Work Change Directive. The Contract Price may be increased by the amount of such additional costs plus five percent(5%)of such costs for Contractor's profit(in addition to reasonable overhead and profit charged by Subcontractors). The Contractor may also be entitled to an extension of the Contract Time that corresponds with the additional time required to complete the work under the Work Change Directive. If the Design Builder and Contractor subsequently agree to the adjustments in the Contract Price and the Contract Time for work under the Work Change Directive, such agreement may be documented by completion of a Change Order. 12.4 Minor Changes in the Work. 12.4.1 Design-Builder,with the written approval of the Owner,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 of the Contract Price and/or the Contract Time, and which do not materially or adversely affect the design of the Project,the quality of any of the materials or equipment specified in DBIA Document No.550 Page 28 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America the Construction Documents, the performance of any equipment or systems specified in the Construction Documents, or the quality of workmanship required by the Construction Documents. 12.5 Differing Site Conditions. 12.5.1 If Design-Builder encounters a Differing Site Condition, Design-Builder may be entitled to an adjustment in the Contract Price, and/or the Contract Time, to the extent that the Differing Site Condition adversely impacts Design-Builder's costs and/or time of performance. Upon encountering a Differing Site Condition, Design-Builder shall provide written notice to Owner of such condition,which notice shall not be later than five(5)business days after the impact of such Differing Site Condition has been determined by Design-Builder. Design-Builder waives any claim for additional time and/or compensation for failure to provide written notice as required herein. Design-Builder may be entitled to additional compensation and/or an adjustment in Contract Time for a Differing Site Condition. 12.6 Emergencies. 12.6.1 In any emergency affecting the safety of persons and/or property,General Contractor shall act, at its discretion,to prevent threatened damage, injury or loss.Any change in the Contract Price and/or Contract Time(s)on account of emergency work shall be determined as provided in this Article 12. Article 1 Contract Adjustments and Disputes 13.1 Requests for Contract Adjustments and Relief. 13.1.1 If either General Contractor or Design-Builder believes that it is entitled to relief against the other for any event arising out of or related to the Work or the Project,such party shall provide written notice to the other party of the basis for its claim for relief. Such notice shall be in accordance with specific notice requirements contained in applicable sections of the Contract Documents and, if possible, be made prior to incurring any cost or expense. General Contractor shall provide Design- Builder written notice of claims for which Owner may be responsible in sufficient time for Design- Builder to meet its notice requirements to Owner set forth in the Contract Documents. In the absence of any specific notice requirement,written notice shall be given within a reasonable time,not to exceed thirty (30) days, after the occurrence giving rise to the claim for relief or after the claiming party reasonably should have recognized the event or condition giving rise to the request,whichever is later. Such notice shall be in accordance with the Contract Documents and shall include sufficient information to advise the other party of the circumstances giving rise to the claim for relief,the specific contractual adjustment or relief requested and the basis of such request. General Contractor shall comply with all documentation requirements set forth in the Design-Build Agreement when submitting its claim to Design-Builder. 13.2 Dispute Avoidance and Resolution. 13.2.1 The parties are fully committed to working with each other throughout the Project and agree to communicate regularly with each other at all times so as to avoid or minimize disputes or disagreements. If disputes or disagreements do arise, General Contractor and Design-Builder each commit to resolving such disputes or disagreements in an amicable, professional and expeditious manner so as to avoid unnecessary losses, delays and disruptions to the Work. 13.3 Disputes Involving Owner. 13.3.1 To the extent a claim, dispute or controversy arises out of, or relates to, problems caused by Owner or for which Owner is responsible("Owner Disputes"),such Owner Disputes shall be resolved pursuant to the dispute resolution clause set forth in the Design-Build Agreement.Both Design-Builder and General Contractor agree to cooperate in the presentation and prosecution or defense of Owner Disputes. If, after a request for an extension of time or additional compensation from General DBIA Document No.550 Page 29 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America Contractor, Design-Builder believes that the event causing the delay or additional compensation is the responsibility of Owner, then Design-Builder will cooperate with and assist General Contractor in presenting a request for an extension of time or additional compensation to Owner. 13.3.3 If Design-Builder asserts a claim against Owner involving General Contractor,each party shall bear its own costs for outside counsel and third-party consultants retained to prosecute claims against Owner and for any other litigation costs. Each party shall present its portion of the claim to Owner. 13.3.4 If Owner contends that the Contract Documents have been breached, or otherwise asserts a claim or set-off against Design-Builder,the party determined to be responsible for the breach either by settlement or by the trier of fact shall be responsible for all costs occasioned by the breach, including counsel and litigation costs. If the trier of fact fails to determine the relative degrees of fault of Design- Builder and General Contractor in connection with any claim by Owner, then Design-Builder and General Contractor agree that the allocation of fault shall be determined pursuant to Section 13.4. 13.4 Disputes Not Involving Owner. 13.4.1 For any claim, dispute or controversy not arising out of, or relating to, problems caused by Owner or for which Owner is responsible, General Contractor and Design-Builder will first attempt to resolve such claim, dispute or controversy at the field level through discussions between Design- Builder's Representative and General Contractor's Representative. 13.4.2 If a claim,dispute or controversy cannot be resolved through Section 13.4.1, Design-Builder's Senior Representative and General Contractor's Senior Representative, upon the request of either party,shall meet as soon as conveniently possible,but in no case later than thirty(30)days after such a request is made,to attempt to resolve such claim,dispute or controversy. Five(5)days prior to any meetings between the Senior Representatives,the parties will exchange relevant information that will assist the parties in resolving the claim, dispute or controversy. 13.4.3 If after meeting the Senior Representatives determine that the claim, dispute or controversy cannot be resolved on terms satisfactory to both parties,the parties shall submit within thirty(30)days of the conclusion of the meeting by the Senior Representatives the claim, dispute or controversy to non-binding mediation.The mediation shall be conducted by a mutually agreeable impartial mediator, or if the parties cannot so agree, a mediator designated by the American Arbitration Association ("AAA")pursuant to its Construction Industry Mediation Rules.The mediation will be governed by and conducted pursuant to a mediation agreement negotiated by the parties or, if the parties cannot so agree, by procedures established by the mediator. Unless otherwise mutually agreed by Design- Builder and General Contractor and consistent with the mediator's schedule, the mediation shall commence within ninety (90) days of the submission of the dispute for mediation. Persons with authority to resolve the dispute shall be present at the mediation. 13.5 Arbitration. 13.5.1 Any claims, disputes or controversies between the parties arising out of or relating to the Agreement, or the breach thereof,which have not been resolved in accordance with the procedures set forth in Section 13.4 above, shall be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the AAA then in effect, unless the parties mutually agree otherwise. 13.5.2 The award of the arbitrator(s) shall be final and binding upon the parties without the right of appeal to the courts.Judgment may be entered upon it in accordance with applicable law by anycourt having jurisdiction thereof. 13.5.3 General Contractor and Design-Builder expressly agree that any arbitration pursuant to this Section 13.5 may be joined or consolidated with any arbitration involving any other person or entity(i) necessary to resolve the claim, dispute or controversy, or(ii) substantially involved in or affected by such claim, dispute or controversy. Both Design-Builder and General Contractor will include appropriate provisions in all contracts they execute with other parties in connection with the Project to require such joinder or consolidation. DBIA Document No.550 Page 30 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America 13.5.4 The prevailing party in any arbitration, or any other final, binding dispute proceeding upon which the parties may agree, shall be entitled to recover from the other party reasonable attorneys' fees and expenses incurred by the prevailing party. 13.6 Duty to Continue Performance. 13.6.1 Unless provided to the contrary in the Contract Documents,General Contractor shall continue to perform the Work and Design-Builder shall continue to satisfy its payment obligations to General Contractor, pending the final resolution of any dispute or disagreement between Design-Builder and General Contractor. 13.7 CONSEQUENTIAL DAMAGES. 13.7.1 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY(EXCEPT ASSET FORTH IN SECTION 13.7.2 BELOW),NEITHER DESIGN-BUILDER NOR GENERAL CONTRACTOR SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL LOSSES OR DAMAGES, WHETHER ARISING IN CONTRACT,WARRANTY,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSSES OF USE, PROFITS, BUSINESS, REPUTATION OR FINANCING. 13.7.2 The consequential damages limitation set forth in Section 13.7.1 is not intended to affect(i)the payment of liquidated damages, if any, set forth in Article 5 of this Agreement, which both parties recognize have been established, in part,to reimburse Design-Builder for some damages that might otherwise be deemed to be consequential or(ii) any liability of General Contractor for consequential damages that may be imposed upon Design-Builder by the Design-Build Agreement. Article 14 Miscellaneous 14.1 Assignment. 14.1.1 Neither General Contractor nor Design-Builder shall,without the written consent of the other, assign, transfer or sublet any portion or part of the Work or the obligations required by the Contract Documents. 14.2 Successorship. 14.2.1 Design-Builder and General Contractor intend that the provisions of the Contract Documents are binding upon the parties, their employees, agents, heirs, successors and assigns. 14.3 Governing Law. 14.3.1 The Agreement and all Contract Documents shall be governed by the laws of the place of the Project, without giving effect to its conflict of law principles. 14.4 Severability. 14.4.1 If any provision or any part of a provision of the Contract Documents shall be finally determined to be superseded, invalid, illegal, or otherwise unenforceable pursuant to any applicable Legal Requirements or court order,such determination shall not impair or otherwise affect the validity, legality, or enforceability of the remaining provision or parts of the provision of the Contract Documents, which shall remain in full force and effect as if the unenforceable provision or part were deleted. 14.5 No Waiver. DBIA Document No.550 Page 31 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America 14.5.1 The failure of either Design-Builder or General Contractor to insist, in any one or more instances, on the performance of any of the obligations required by the other under the Contract Documents shall not be construed as a waiver or relinquishment of such obligation or right with respect to future performance. 14.6 Headings. 14.6.1 The headings used in this Agreement, or any other Contract Document, are for ease of reference only and shall not in anyway be construed to limit or alter the meaning of any provision. 14.7 Notice. 14.7.1 Whenever the Contract Documents require that notice be provided to the other party, notice will be deemed to have been validly given(i)if delivered in person to the individual intended to receive such notice, (ii)four (4) days after being sent by registered or certified mail, postage prepaid to the address indicated in the Agreement, (iii) if transmitted by facsimile, by the time stated in a machine generated confirmation that notice was received at the number of the intended recipient,or(iv)e-mail.. 14.8 Amendments. 14.8.1 The Contract Documents may not be changed, altered, or amended in any way except in writing signed by a duly authorized representative of each party. 14.9 Survival. 14.9.1 General Contractor's obligations under this Agreement shall not be released and shall specifically survive the completion of all services hereunder by General Contractor,final payment to General Contractor, and the termination of this Agreement for any reason. Article 15 Electronic Data 15.1 Electronic Data. 15.1.1 The parties recognize that Contract Documents,including drawings,specifications and three- dimensional modeling (such as Building Information Models) and other Work Product may be transmitted among Design-Builder,General Contractor and others in electronic media as an alternative to paper hard copies (collectively"Electronic Data"). 15.2 Transmission of Electronic Data. 15.2.1 Design-Builder shall determine,after consultation with General Contractor,the software and the format for the transmission of Electronic Data. Each party shall be responsible for securing the legal rights to access the agreed-upon format,including, if necessary,obtaining appropriately licensed copies of the applicable software or electronic program to display, interpret and/or generate the Electronic Data. 15.2.2 Neither party makes any representations or warranties to the other with respect to the functionality of the software or computer program associated with the electronic transmission of Work DBIA Document No.550 Page 32 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America Product. Unless specifically set forth in the Agreement, ownership of the Electronic Data does not include ownership of the software or computer program with which it is associated, transmitted, generated or interpreted. 15.2.3 By transmitting Work Product in electronic form, the transmitting party does not transfer or assign its rights in the Work Product.The rights in the Electronic Data shall be as set forth in Article 18 of the Agreement. Under no circumstances shall the transfer of ownership of Electronic Data be deemed to be a sale by the transmitting party of tangible goods. 15.3 Electronic Data Protocol. 15.3.1 The parties acknowledge that Electronic Data may be altered or corrupted, intentionally or otherwise,due to occurrences beyond their reasonable control or knowledge,including but not limited to compatibility issues with user software, manipulation by the recipient, errors in transcription or transmission, machine error, environmental factors, and operator error. Consequently, the parties understand that there is some level of increased risk in the use of Electronic Data for the communication of design and construction information and, in consideration of this, agree, and shall require their independent contractors, Subcontractors and Design Consultants to agree, to the following protocols, terms and conditions set forth in this Section 15.3. 15.3.2 Electronic Data will be transmitted in the format determined in Section 15.2.1 above,including file conventions and document properties,unless prior arrangements are made in advance in writing. 15.3.3 The Electronic Data represents the information at a particular point in time and is subject to change.Therefore,the parties shall agree upon protocols for notification by the author to the recipient of any changes which may thereafter be made to the Electronic Data,which protocol shall also address the duty, if any,to update such information if such information changes prior to Final Completion of the Project. 15.3.4 The transmitting party specifically disclaims all warranties,expressed or implied,including,but not limited to,implied warranties of merchantability and fitness for a particular purpose,with respect to the media transmitting the Electronic Data. However,transmission of the Electronic Data via electronic means shall not invalidate or negate any duties pursuant to the applicable standard of care with respect to the creation of the Electronic Data, unless such data is materially changed or altered after it is transmitted to the receiving party, and the transmitting party did not participate in such change or alteration. 15.4 In the event Design-Build Agreement contains a provision governing Electronic Data, and there is a conflict between the provision in the Design-Build Agreement and this Article 15,the provision in the Design- Build Agreement takes precedence, notwithstanding the order of precedence set forth in Section 1.4.2. Article 16 Confidential Information 16.1 Confidential and/or Proprietary Information. 16.1.1 Confidential Information is defined as information which is determined bythe transmitting party to be of a confidential or proprietary nature and: (i)the transmitting party identifies as either confidential or proprietary; (ii)the transmitting party takes steps to maintain the confidential or proprietary nature of the information; and (iii)the document is not otherwise available in or considered to be in the public domain.The receiving party agrees to maintain the confidentiality of the Confidential Information and agrees to use the Confidential Information solely in connection with the Project. 16.1.2 General Contractor may receive information from Design-Builder that is either confidential or proprietary to either Design-Builder or to Owner. Such information shall be labeled as confidential and/or proprietary. General Contractor agrees to maintain the confidential nature of such information DBIA Document No.550 Page 33 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America and to execute any such additional agreements as may be required by Owner or Design-Builder with respect to such information. 16.1.3 In the event the Design-Build Agreement contains a provision governing Confidential Information, and there is a conflict between the provision in the Design-Build Agreement and this Article 16,the provision in the Design-Build Agreement takes precedence,notwithstanding the order of precedence set forth in Section 1.4.2. Article 17 Work Product 17.1 Work Product. 17.1.1 The General Contractor shall have no ownership and property rights in any drawings, specifications,and other documents and electronic data("Work Product")furnished by Design-Builder to General Contractor under this Agreement. Design-Builder shall be granted ownership of all Work Product, if any,furnished by General Contractor to Design- Builder under this Agreement. 17.2 Indemnification for Use of Work Product. 17.2.1 If consent to re-use is given by written agreement and either Design-Builder or General Contractor uses the Work Product furnished to them by the other on any other project, it agrees that it shall do so at its sole risk and without liability or legal exposure to the other party, Owner, or anyone working through them.Such party further agrees that it shall defend,indemnify and hold harmless the other party from and against any and all claims, damages, liabilities, losses and expenses, including attorneys'fees, arising out of or resulting from such use of the Work Product on another project. Article 18 Other Provisions 18.1 Other provisions, if any, are as follows: 18.1.1 Contract Exhibits forming part of the Contract Documents: GMP EXHIBIT ® Attachment A—GMP Schedule of Values ® Attachment B—Qualifications to Proposal ® Attachment C—Allowances, Unit Prices and Voluntary Alternates ® Attachment D—Contract Document List ® Attachment E—Owner Funding Form ® Attachment F—Project Schedule ® Attachment G—Supplemental Agreement DBIA Document No.550 Page 34 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America In executing this Agreement, Design-Builder and General Contractor each individually represents that it has the necessary financial resources to fulfill its obligations under this Agreement, and each has the necessary corporate approvals to execute this Agreement, and perform the Work described herein. DESIGN-13 IIER: GENERAL CONTRACTOR: THE CORLW MPA Y MONT COMMERCIAL CONSTRUCTION (Nameof n- r) (Nam f eneral Contractor) (Signa r re Printed Name: LEE D. (PAT) CORNELL Pri ted ame: JASON LILLARD Title: PRESIDENT Title: PRESIDENT Date: i 12,G Date: � Caution: An original DBIA document has this caution printed in blue. This is a printable copy and an original assures that changes will not be obscured as may occur when documents are reproduced. DBIA Document No.550 Page 35 Standard Form of Agreement Between Design-Builder and General Contractor-Cost Plus Fee with an Option for a GMP ©2010 Desiqn-Build Institute of America ATTACHMENT A- GMP SCHEDULE OF VALUES FW FIRE STATION $17 Project: Ft.Worth Fire Station#17 Project Type: Other Location: Hemphill St.and W. Felix St. Estimator: Reardon Job No.: 406209 Total Cost: 4,195,581 Bldg SF: 14,218 SF/Cost Bldg.: 295.09 Sch(mths): 11.0 RIDGEMONT Addenda: None Bid Date: 1-Aug-14 commercial construction Spec. Labor Mat/Oth Sub Grand Section Description Total Total Total Total Cost/SF %/Cost General Conditions 373,198 373,198 26.25 8.90% Insurances&Misc. 36,538 36,538 2.57 0.87% Buildinq Permit/Impact Fees-Allowance 16,616 16,616 1.17 0.40% Materials Testing 0 0 0.00 0.00% Termite Treatment 650 650 0.05 0.02% Excavation/Stabilization 84,325 84,325 5.93 2.01% Landscape/Irrigation 75,097 75,097 5.28 1.79% Site Utilities 77,222 77,222 5.43 1.84% Site Gas Line-Allowance 40,000 40,000 2.81 0.95% Pavement Markings,Signs,Parking Bumpers 1,810 1,810 0.13 0.04% Fencinq 29,876 29,876 2.10 0.71% Turnkey Concrete 425,617 425,617 29.94 10.14% Masonry 487,370 487,370 34.28 11.62% Structural&Misc.Steel 192,653 192,653 13.55 4.59% Rough Carpentry 10,000 10,000 0.70 0.24% Finish Millwork 157,535 157,535 11.08 3.75% Metal Panels 129,900 129,900 9.14 3.10% Sealants&Waterproofing 25,379 25,379 1.78 0.60% Roofing 90,680 90,680 6.38 2.16% HM Doors,Frames&Hardware 39,485 39,485 2.78 0.94% Overhead Doors 143,248 143,248 10.08 3.41% Aluminum Storefront 60,500 60,500 4.26 1.44% D all&ACT 157,400 157,400 11.07 3.75% VCT/Carpet 9,549 9,549 0.67 0.23% Ceramic Tile 24,950 24,950 1.75 0.59% Paintinq 30,575 30,575 2.15 0.73% Terrazzo 100,000 100,000 7.03 2.38% Specialties 160,241 160,241 11.27 3.82% Appliances/Kitchen Equipment 24,768 24,768 1.74 0.59% Window Treatment 4,611 4,611 0.32 0.11% Elevators 58,586 58,586 4.12 1.40% Plumbing 266,413 266,413 18.74 6.35% Fire Sprinklers 26,570 26,570 1.87 0.63% HVAC 213,344 213,344 15.01 5.08% Electrical&Fire Alarm 382,000 382,000 26.87 9.10% Sub Totalsi 0 0 3,956,706 3,956,706 278.29 94.31% Fee 197,835 13.91 4.72% Contingency 0 0.00 0.00% Sub Total 4,154,541 292.20 99.02% Remodel Taxes 0 0.00 0.00% P&P Bond 41,040 2.89 0.98% Grand Total 4,195,581 295.09 100.00% ATTACHEMENT B— QUALIFCATIONS TO PROPSAL FW FIRE STATION#17 RIDGEMONT t0rYlML'rcaaI rcnstructlon Fort Worth Fire Station#17 August 13, 2014 QUALIFICATIONS TO PROPOSAL 1. Proposal excludes removal/abatement all hazardous materials. 2. Proposal excludes meter fees, inspection fees and/or escrow fees. 3. Proposal excludes all materials testing and special inspection costs. 4. Proposal excludes all franchise utility fees and/or related scope of work. S. Proposal excludes heating and cooling of concrete. 6. Proposal excludes pier casing. (Add$33 per If. Per 18",Add$44 per If per 24",Add $53 per If per 30"). 7. Proposal excludes moisture vapor emissions control. 8. Proposal includes a$40,000 allowance for the site gas line.This allowance assumes open trenching, hydromulch of disturbed areas, and minimal boring. 9. Cast Bronze Plaque 1/A2.03 has no size. Plaque Quoted as 24"x 18"standard size. 10. Aggregate 1, Aggregate 2 & Decomposed Granite is bid at 2" depth per note 14 of L-3. 11. Proposal includes allowance of$500 (per cart)for the Powered mechanical carts shown on sheet 1/A3.01. No specifications provided. 12. Windows are to be finished as clear anodized finish. No color referenced in spec section 085113. Please add: $2,121 for a light bronze anodized finish is required. 13. Proposal includes 6" crushed base under paving as shown per plans. If not required deduct ($14,446). 14. No specification for elevator cab carpeting. Carpet Tile is selected from skinny plank connection. 15. Proposal includes Prosco Sure Klean Weather Seal Blok-Guard &Graffiti Control per spec section 04200. 16. Proposal excludes details 2 &3 53.02 per Question 3 on RFI#1. Does not apply. 17. Proposal excludes spray fireproofing as discussed in question 5 of RFI#1. No spray fireproofing needed. 18. Proposal excludes all low voltage cabling. (Security,Access Control, CCTV,Voice & Date...etc.) 19. Proposal includes an allowance of$37,500 for steel stairs at both stair cases.Allowance includes stringers, treads, railings, and installation (no design was included in the drawings). 20. Proposal excludes AISC certification from structural steel fabricator. 21. Proposal includes specified roof system by US Ply. Please deduct$15,000 if Johns-Manville is an acceptable substitution (same system, alternate manufacturer). 22. Proposal includes a$15,000 allowance for the Big Ass fans in the apparatus bays($5,000/each—fixture schedule and plans indicate these to be selected by architect—no model numbers provided). 23. Proposal assumes an October 15t, 2014 construction start with an 11 month construction schedule that includes 3 inclement weather days per month. 1520 W. Walnut Hill Lane Irving, TX 75038 214.492.8900 ATTACHMENT C -ALLOWANCES, UNIT PRICES AND VOLUNTARY ALTERNATES FW FIRE STATION #17 RIDGEMONT commercial construction ALLOWANCES: Site Gas Line- $40,000 Powered Mechanical Carts-$500/each Big Ass Fans-$5,000/each Steel Stairs-$37,500 UNIT PRICING: 1. Drilled Piers: a) Depth Variance: 18" - Add $33/If; 24"—Add $44/lf; 30"-Add $53/If b) Casing: Excluded VOLUNTARY ALTERNATES: 1. Light Bronze Anodized Storefront ilo Clean Anodized—ADD $2,121.00 2. 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X D D c m 0 m m z m z T z m D iN n x r- 3 (n o m �n m = z 'n n rn _ o nm * � D � pzzxmmElOzrnrn-- '" D OrnXcD � D -0z -� m rnX O Z D z Z z v z D rn z G7 D D n y G7 n n 0 m m Fn -I Gl p G1 m D AA m m m n D v D 3 D z vG7 c rn O p Z m 3 p Z �' nn r z D czn to Z D r' c G7 C I T 3 D m z Z 0 Z 0 D p r ti D -I Z m D p m v D n -I G7 G v m p p z m < z 0 n c TO U' D n Z m m O m m X m z T M n 0 0 O cmn � m m n m D m m v � zz z D c m z v 0 -DI O O D O m m to v a v� m n p D rn z � m z m r m cn W m z cn v� 0 cn 1 Z v z O rn O � 3 -1 ti m -I G7 m cn n to X n z X 0 rn m D rn m z OZ z z � n D -ZI m ry c Ln 0 -1 m m � -1 m = O Oz z D 0 z D �' z O > n C) n z 03 ;9 n z = m mz N N N N N N N N N N N N N N 'D N N N N N N N N N N N N N N N N N N N N N N N TI i0 tD t0 lD UD CD tD 'D tD lD CO lD tD tD tp tD 'D l0 \tD t0 tD ID t0 lD lD kD kD kD kD lD tD tp kO ID lD tp lD tp \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r -A -P -P -N .N I.A -91 -P -P .A -P -N -P, -N -A -0- -A -A -N .A -N .A 4 .A m O nn n n n n n n n n n n n n n n n n n n n n n n n n n (Y) z O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 zz t- n- `-r r r ,-r r rt- r;- �-r rr ri- rt- �• r^ rr rr ,i- rr ri- `-r rr O 0.i �a J nl Cj ql nJ N Cil f-''l Cv _N t1i �r fll ti 9l Dl DJ y fil iL {L !J 41 '�W N J n1 N L1/ J Cil qt ill fJ W AI .a r+-n n n n nr n n n nrt P, n n nrr q- i-r rr ;-r rt rt rv- rr �- r (-: C m z r cn - - - Ln a -0 n n n w w w r w N N N fW • W W Ol W w LD w W H 3 m -q mz z r" O = o � r z m > O 3 W -moi D O 7-, z z W D C7 m -n z m m0 o v o o cl) �zl rn C o a ZO O rt rt n c m z r ATTACHMENT E—OWNER FUNDING FORM Ownership & Funding Form —State Public Project You are requested to provide the following information about the Primary Obligor of the real property to be improved in connection with the Project. Pursuant to Chapter 56 of the TExAs BUSINESS AND COMMERCE CODE, -the information included in this form must be provided to the General Contractor within thirty (30) days of your receipt of same. In addition, the acknowledgments accompanying this form must be completed and notarized in an effort to confirm that the information provided is supported by reasonable and credible evidence. YOU ARE ADVISED THAT YOUR FAILURE TO PROVIDE SUCH INFORMATION MAY GIVE RISE TO THE GENERAL CONTRACTOR'S RIGHT TO SUSPEND AND/OR TERMINATE PERFORMANCE OF THIS CONTRACT. Section 1: General Project Information Project Name: .Project Address: Real Estate Owner: Real Estate Owner's Business Telephone: ( ) Real Estate Owner's Address: Name of Real Estate Owner's Registered Agent: Primary Obligor(s)on Project(if different from Owner): Primary Obligor(s)Address: Primary Obligor(s) Business Telephone: Section 2: Payment Bond Name of Surety: Business Address of Surety: Surety's Business Telephone Number: ( ) Section 3: Construction Funding Funds are available and have been authorized for the full contract amount for the construction of the Project. Section 4: Owner/Primary Obligor's Acknowledgement Primary Obligor Printed Name: Date: BEFORE ME, the undersigned authority on this day personally appeared [name], [title] of [company], known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged and swore that the information provided in sections 1-3 above is true and accurately represents facts supporting the financial viability of the Owner/Primary Obligor. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 20_. 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Ol Ol \ Ol''..Ot In O O t\O W W \.r \ r r v+ W to ul in to w N r to r to to In In m w 0 0 0 m m m w m c 000 c c c m c c m 3 s r o r r to DO N m v Q m om - -.- - - v+ O \ O O \ \ A \ \ N \ r \ r r r N N A \ 00 \ N \ \ \ {n \ \ r \ r \ r r r W r VI \ \ rr 0 Ulr r v� r W to vi to to to to in A 9 D N Ol _..A m N z y 1 3 � � --o n a cn n �a m 0 c o m m N N A 2 D � �N N ao H 0 0o a _ m D m m C@ o o __ w .�. `—' O of O C rt 1 m N m Or N y a O O H a O O 7 a a n 2 C F -p F m 7 :3O O a n C 'a, O N a S 77 O O O to m 3 N \ C S ID N C 0 ® T m a. �, V m EA _. m o — En a m — m O m -� D —z M N 3 0 -0 S 7 N L N a Ha m V M&C Review Pagel of 3 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORTH COUNCIL ACTION: Approved on 9/23/2014 DATE: 9/23/2014 REFERENCE NO.: C-27007 LOG NAME: 06FIRE STATION NO. 17 CODE: C TYPE: NON-CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of Change Order No. 1 to City Secretary Contract No. 43762, a Design-Build Agreement with the Cornell FW Company, LLC, in the Amount of $400,000.00 for Construction of a New Fire Station No. 17 on the Site of the Public Safety Training Center for a Revised Guaranteed Maximum Price for the New Public Safety Training Center in the Amount of$101,806,033.00 and Approve a One Time Waiver of the Financial Management Policy Statements to Allow Use of$400,000.00 in Surplus 2004 Capital Improvement Program Funds for Fire Safety Improvements (COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council: 1. Approve a one time waiver of the surplus bond funds portion of the Financial Management Policy Statements to allow use of$400,000.00 in surplus 2004 Capital Improvement Program Funds designated for Fire Safety Improvements towards construction of Fire Station No. 17; and 2. Authorize the execution of Change Order No. 1 to City Secretary Contract No. 43762, a Design- Build Agreement with the Cornell FW Company, LLC, in the amount of$400,000.00 to construct a new Fire Station No. 17 for a revised guaranteed maximum price for the new public safety training center in the amount of$101,806,033.00. DISCUSSION: Allocating 2004 CIP Surplus Proposition Four of the City of Fort Worth's 2004 Capital Improvement Program (CIP) approved funding for Fire Safety Improvements totaling $12,635,000.00. Those improvements consisted of six project groups and a public art component. Five of the six projects and all associated art projects have been fully completed. The only incomplete project is the addition of female restroom facilities to existing fire stations citywide that do not have female restroom facilities. To date, 15 fire stations have been renovated to include female restroom facilities, and 90 percent of the$735,000.00 in allocated bond funds has been spent. Five fire stations are currently without dedicated female restroom facilities. The remaining unspent balance for this project is only$70,596.74, which is not sufficient to complete improvements at any of the remaining stations. An additional surplus of$717,913.65 remains from the other five, fully completed, 2004 Fire Safety CIP projects. Ordinarily this surplus would be used toward the outstanding costs of the incomplete restrooms project before being used toward a new project such as Fire Station No. 17. However, because of infrastructure and operational challenges at these five fire stations(three of which are on the Department's short list for replacement), Staff is recommending that the City Council approve a one-time waiver of the Financial Management Policy Statements(FMPS)to allow use of$400,000.00 of the surplus in the 2004 CIP Fire Safety Improvement projects toward construction of the new Fire Station No. 17. http://apps.cfwnet.org/council_packet/mc review.asp?ID=20306&councildate=9/23/2014 10/23/2014