HomeMy WebLinkAbout20071326.tiff RESOLUTION
RE: APPROVE STANDARD FORM OF AGREEMENT TO CONSTRUCT BUILDINGS AND
GROUNDS FACILITYAND AUTHORIZECHAIRTO SIGN-LANDMARKBUILDERS OF
GREELEY, INC.
WHEREAS,the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS,the Board has been presented with a Standard Form of Agreement to Construct
the Buildings and Grounds Facility between the County of Weld, State of Colorado,by and through
the Board of County Commissioners of Weld County,on behalf of the Department of Finance and
Administration, and Landmark Builders of Greeley, Inc., commencing May 7, 2007, with further
terms and conditions being as stated in said agreement, and
WHEREAS,after review,the Board deems it advisable to approve said agreement,a copy
of which is attached hereto and incorporated herein by reference.
NOW,THEREFORE,BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Standard Form of Agreement to Construct the Buildings and Grounds
Facility between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County,on behalf of the Department of Finance and Administration, and
Landmark Builders of Greeley, Inc. be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was,on motion duly made and seconded,adopted by
the following vote on the 9th day of May, A.D., 2007, nunc pro tunc May 7, 2007.
BOARD OF COUNTY COMMISSIONERS
WEL UNTY, COLORADO
ATTEST: �� '� Ez <� �:d E. Long, Chair
Weld County Clerk to the Boa;1861
me�m
BY: Deputy to ard,%!jf >
Willi F. Garcia
APP D AS TO F & Y �---
/� Robert D. Masden
4i �
ounty Attorney �� Pc), krvilt'Dougla� Rader
Date of signature:
2007-1326
PR0029
(1( : /E)GC.i, ArZ d5-c>7y-L3 2
Standard Form of Agreement Between
Weld County Government (Owner) and Landmark
Builders of Greeley Inc (Design-Builder)
This AGREEMENT is made as of the 7th day of May in the year of 2007 ,by and
between the following parties, for services in connection with the Project identified below.
OWNER:
Weld County Government
915 10th Street
Greeley, Colorado 80631
Project Address: 1111 H Street, Greeley Colorado, 80631
DESIGN-BUILDER:
Landmark Builders of Greeley Inc
3812 Carson Ave
Evans, Colorado 80620
PROJECT:
A new Warehouse, Parking Garage and Office for Weld County Buildings and Grounds Dept.
In consideration of the mutual covenants and obligations contained herein,Owner and Design-Builder agree
as
set forth herein.
Per proposal dated April 27, 2007
1
2007-1326
Article 1
Scope of Work
1.1 Design-Builder shall perform all design and construction services,and provide all material,equipment,
tools and labor, necessary to complete the Work described in and reasonably inferable from the Contract
Documents.
Article 2
Contract Documents
2.1 The Contract Documents are comprised of the following:
.1 All written modifications, amendments and change orders to this Agreement issued in
accordance with DBIA Document No. 535,Standard Form of General Conditions of Contract
Between Owner and Design-Builder(1998 Edition) ("General Conditions of Contract");
.2 This Agreement, including all exhibits and attachments, executed by Owner and Design-
Builder;
.3 Written Supplementary Conditions, if any, to the General Conditions of Contract
.4 The General Conditions of Contract;
.5 Construction Documents prepared and approved in accordance with Section 2.4 of the
General Conditions of Contract. Construction Documents as listed:
A. Proposal Dated April 27, 2007—(13 Pages)
.6 The following other documents:
B. Drawing Number 1 Dated March 30, 2007 Landscape Plan
C. Drawing Number 2 Dated February 16, 2007 Elevations
D. Drawing Number 3 Dated April 5, 2007 Floor Plan
E. Drawing Number 4 Dated April5, 2007 Details
F. Drawing Number 5 Dated April5, 2007 Joist Layout
G. Drawing E-1 Dated April 5, 2007 Electrical
H. Drawing P-1 Dated February 16, 2007 Plumbing
I. Drawing M-1 Dated February 16, 2007 Mechanical
2
Article 3
Interpretation and Intent
3.1 The Contract Documents are intended to be complementary and interpreted in harmony so as to
avoid conflict,with words and phrases interpreted in a manner 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 2.1
hereof.
3.2 Terms,words and phrases used in the Contract Documents, including this Agreement,shall have the
meanings given them in the General Conditions of Contract.
3.3 The Contract Documents form the entire agreement between Owner and Design-Builder and by
incorporation herein 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
Ownership of Work Product
4.1 Work Product. All drawings, specifications and other documents and electronic data furnished by
Design-Builder to Owner under this Agreement("Work Product')are deemed to be instruments of service and
Design-Builder shall retain the ownership and property interests therein, including the copyrights thereto.
4.2 Owner's Limited License Upon Owner's Termination for Convenience or Design-Builder's
Election to Terminate. If Owner terminates the Project for its convenience as set forth in Article 8 hereof,or
if Design-Builder elects to terminate this Agreement in accordance with Section 11.4 of the General Conditions
of Contract, Design-Builder shall,upon Owner's payment in full of the amounts due Design-Builder under the
Contract Documents, grant Owner a limited license to use the Work Product to complete the Project and
subsequently occupy the Project, conditioned on the following:
Use of the Work Product is at Owner's sole risk without liability or legal exposure to any
Indemnified Party; and
4.3 Owner's Limited License Upon Design-Builder's Default. If this Agreement is terminated due to
Design-Builder's default pursuant to Section 11.2 of the General Conditions of Contract and(i)it is determined
that Design-Builder was in default and (ii) Owner has fully satisfied all of its obligations under the Contract
Documents, Design-Builder shall grant Owner a limited license to use the Work Product in connection with
Owner's completion and occupancy of the Project. This limited license is conditioned on Owner's express
understanding that its use of the Work Product is at Owner's sole risk and without liability or legal exposure to
any Indemnified Party.
4.4 Owner's Indemnification for Use of Work Product. If Owner uses the Work Product under any of
the circumstances identified in this Article 4,Owner shall defend,indemnify and hold harmless the Indemnified
Parties from and against any and all claims, damages, liabilities, losses and expenses, including attorneys'
fees, arising out of or resulting from the use of the Work Product.
3
Article 5
Contract Price
5.1 Contract Price. Owner shall pay Design-Builder in accordance with Article 6 of the General
Conditions of Contract the sum of$759,138.00("Contract Price"),subject to adjustments made in accordance
with the General Conditions of Contract. Unless otherwise provided in the Contract Documents,the Contract
Price is deemed to include all sales, use, consumer and other taxes mandated by applicable Legal
Requirements.
5.2 Markups for Changes. If the Contract Price requires an adjustment due to changes in the Work,and
the cost of such changes is determined under Sections 9.4.1.3 or 9.4.1.4 of the General Conditions of
Contract, the following markups shall be allowed on such changes:
Cost of Items Changed plus 12% Markup
Article
Procedure for Payment
6.1 Progress Payments
6.1.1 Design-Builder shall submit to Owner on the twenty fifth (25th)day of each month,beginning with the
first month after the Date of Commencement, Design-Builder's Application for Payment in accordance with
Article 6 of the General Conditions of Contract.
6.1.2 Owner shall make payment within ten(10)days after Owner's receipt of each properly submitted and
accurate Application for Payment in accordance with Article 6 of the General Conditions of Contract, but in
each case less the total of payments previously made.
6.2 Final Payment. Design-Builder shall submit its Final Application for Payment to Owner in accordance
with Section 6.7 of the General Conditions of Contract. Owner shall make payment on Design-Builder's
properly submitted and accurate Final Application for Payment within thirty(30)days after Owner's receipt of
the Final Application for Payment, provided that Design-Builder has satisfied the requirements for final
payment set forth in Section 6.7.2 of the General Conditions of Contract.
6.3 Interest. Payments due and unpaid by Owner to Design-Builder,whether progress payments or final
payment, shall bear interest commencing five (5) days after payment is due at the rate of eighteen percent
(18%).
4
Article 7
Termination for Convenience
7.1 Upon ten (10) days' written notice to Design-Builder, Owner may, for its convenience and without
cause, elect to terminate this Agreement. In such event, Owner shall pay Design-Builder for the following:
.1 All Work executed and for proven loss, cost or expense in connection with the Work;
.2 The reasonable costs and expenses attributable to such termination,including demobilization
costs and amounts due in settlement of terminated contracts with Subcontractors and Design
Consultants; and
.3 The fair and reasonable sums for overhead and profit on the sum of items .1 and .2 above.
Article 8
Representatives of the Parties
8.1 Owner's Representatives
8.1.1 Owner designates the individual listed below as its Senior Representative ("Owner's Senior
Representative"), which individual has the authority and responsibility for avoiding and resolving
disputes under Section 10.2.3 of the General Conditions of Contract:
8.1.2 Owner designates the individual listed below as its Owner's Representative,which individual has the
authority and responsibility set forth in Section 3.4 of the General Conditions of Contract:
Pat Persichino
Steve Boeck
8.2 Design-Builder's Representatives
8.2.1 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 10.2.3 of the General Conditions of Contract:
Dennis Wernsman
James Gilley
8.2.2 Design-Builder designates the individual listed below as its Design-Builder's Representative,which
individual has the authority and responsibility set forth in Section 2.1.1 of the General Conditions of Contract
James Gilley
5
Article 9
Bonds and Insurance
9.1 Insurance. Design-Builder shall procure in accordance with Article 5 of the General Conditions of
Contract the following insurance coverages: See exhibit titled"Design Builders Insurance Certificate".
Article
In executing this Agreement,Owner and Design-Builder 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 services described herein.
OWNER: DESIGN-BUILDER:
(Na caner) (Name of Design-Builder) (/
(Signature) (Signature)
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(Title) (Title)
Date: 47 J/p Date: cS - f3 O 7
ATTEST: k 'fr IE
WELD COUNTY CLERK TO THE B't cr 6-c17:72BY DE C.-LE . C TO H 8O 'r+r r�'I
RTTESTIt?G TO BAGRND 0 RES Ors ` e.,"
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A PROPOSAL FOR:
A New Office and Storage Building
Weld County
Buildings and
Grounds
4adma4 BUILDERS
EVANS, COLORADO
April 27, 2007
April 27, 2007
Mr. Pat Persichino and Mr Steve Boeck
Weld Count Government
Greeley, Colorado
Dear Pat and Steve,
This letter transmits our proposal to construct a new office/storage facility for you at the current
public works property. The project consists of approximately 12,500 square feet of facilities as
generally outlined.
Sincerely yours,
Dennis Wernsman
land as BUILDERS
Page 3
Weld County Buildings and Grounds
Lasulxeuk Builders
March 24,2003
PERMITS,FEES, & TAXES
We will obtain necessary permits and licenses required for construction of this project. We are
assuming that there will not be a permit and fee charge.
Obtaining an occupancy permit will be our responsibility.
This project will require a tax exempt certificate to be issued by Weld County.
JOB MOBILIZATION
A construction office will be installed on the site as soon as site work permits.
We are temporary electric service can be taken from a new transformer set by Xcel Energy.
Sanitary facilities will be installed by Landmark Builders as appropriate.
SITE CLEARING AND GRADING
Site work will be by Weld County Public Works. This includes site earth work and final grade.
SITE IMPROVEMENTS
We have not included site improvements such as a parking lot. The orientation of the building
needs to be determined to engineer and apply numbers to the parking lot.
LANDSCAPING
Shall include new sod and sprinkler system in the area as designated on the Site/Landscape Plan.
The existing sprinkler system shall be used wherever possible.
Page 4
Weld County Buildings and Grounds
.datettaavt4 Builders
March 24, 2003
SITE ENGINEERING
For foundation design purposes we are using a value of 1500 PSF soil bearing capacity per soils
test by Terracon.
OUTSIDE APRONS AND SIDE WALKS
We have included 760 SF of outside sidewalk on the north side of the building. The aprons will
be by the county when the asphalt is put into place.
EXCAVATION
Excavation for foundations,pits, and trenches will be made as necessary. It is assumed that
normal machine excavation can be used.
Backfill within foundation walls and beneath exterior paving will be suitably compacted with
mechanical vibratory equipment.
FOUNDATIONS
Reinforced concrete foundations will be constructed and will be per plan labeled F-1 by a
registered professional engineer. The plan is included with out proposes
Concrete used in foundations will attain 3000 psi compressive strength in 28 days.
CONCRETE SLABS
Concrete slabs will be 6" 3500 PSI with fibermesh in the floors and the grade beams will be
3000 PSI compressive strength.
Expansion/contraction joints will be sawed on approximately 400 square foot increments.
Page 5
Weld County Buildings and Grounds
,Cetattatets4 Builders
March 24, 2003
BUILDING SYSTEM
GENERAL INFORMATION
A. The Building System for this project will be a Butler Building System. The Building
System includes the structural steel system primary and secondary,metal roof system, wall
system, and all roof and wall insulation,trim and accessories as required by the drawings. The
building is a 100' x 125' x 20' double slope .5:12 building. It will have an entry area that extends
beyond the North side of the building and it will be 8' x 9' and will have the same basic detailing
of stucco and block as the Weld Public Service Center Administration Building.
B. Roof System: The roof system shall be a Butler MR-24 Roof to match the other Butler
Buildings on site. This roof has a 20 year corrosion resistance warranty.
C. Wall System: The wall system shall be Butler Shadowall panel to match the existing
buildings on site. They will be evening blue in color to match the existing color.
D. Foundations
1. Foundations including anchor bolt embedment length shall be adequately
designed by a competent engineer, retained by other than the building manufacturer, in
accordance with the best recommended practices for the specific soil conditions of the building
site.
2. Anchor bolt diameter shall be as specified by manufacturing company's
standard anchor bolt layout drawings.
STRUCTURAL PAINTING
A. All structural steel shall be prime painted gray as protection against ordinary
atmospheric conditions.
B. Factory cover all steel with one coat of gray oxide primer paint formulated to
equal or exceed the performance requirements of Federal Specification TT-P-636D, TT-P-664C
and SSPC Paint-25.
Page 6
Weld County Buildings and Grounds
.4a«daaua Builders
March 24, 2003
FASTENERS
Panel-to-Structural
All connections of wall panel-to structural members shall be made with
galvanized steel, dichromate dipped self drilling screws with 5/16" Hex-Head with metal backed
neoprene washer.
Panel-to-Panel
All wall panel-to-panel connections shall be made with#14-14 x 7/8" galvanized
3/8" hex head mini-pt. self-drilling screws
6.3 Fastener location and quantity shall be as shown on erection drawings as furnished by
building manufacturer.
INSULATION SYSTEMS
The laminated fiberglass shall be Owens-Corning fiberglass (NAIMA 202) (North American
Insulation Manufacturer's Association) Certified R metal building insulation. The TIMA insignia
and insulation thickness shall be ink jet printed on the fiberglass.
The wall insulation used shall have a nominal thickness of three inches and will have a WMP-
VR facing.
The roof insulation used shall have a nominal thickness of four inches installed with the Series
300 Owens-Corning application system which is an OSHA fall protection compliant installation
system
Roof/wall insulation facing shall be WMP-VR. The WMP-VR is a white polypropylene film, a
blend of fiberglass and polyester yarn reinforcement and 11#Kraft paper. The facing is adhered
to Owens-Corning fiberglass Certified R(NAIMA 202)fiberglass insulation blanket. The
assembly of blanket and facing has a flame spread rating of less than 25 and a U/L label is
furnished upon request.
All Restroom walls will be insulated with sound batts.
ROOF PENETRATIONS
Roof penetrations for ventilators vent pipes and other small diameter openings will be made
using prefabricated roof jacks and curbs.
Page 7
Weld County Buildings and Grounds
lrandscaa Builders
March 24, 2003
STUD & GYPSUMBOARD PARTITIONS
We will furnish stud and gypsumboard partitions as shown on the drawings.
All gypsumboard furnished will be 5/8" thick with joints and corners properly spackled and
feathered for the application of finished painted surfaces. The walls will be painted with two
coats of latex paint.
Doors and Windows
We will furnish two 6070 glass storefront doors for the main entry door.
Interior doors will consist of solid core, flush panel, wood doors with prefinished with Legacy
surfaces. Hardware will consist of hinges, latches as necessary to meet building codes.
All exterior walk in doors and all doors in the fire wall will be hollow metal. These doors will all
have automatic closers on the hollow metal doors.
Windows (17) will be furnished as shown on the plans. The windows will be fixed pane and
will be per the sizes indicated on the drawings. The window frames will match the finish and
color of the frames on the Weld County Public Works administration building.
OVERHEAD DOORS
Overhead doors to be furnished will be sized according to the proposal drawings. These doors
will be sectional steel insulated with vertical lift high lift as allowed. Door jambs will be
galvanized steel. The doors will be Raynor Tricore to match the existing doors on site.
Doors will be equipped with motor operators slave bar type. A 3 button operator station is
included.
MASONRY
The masonry will consist of a split face block vaneer 4 feet tall to be placed on the West and
East faces of the building system. The block will match the exterior face of the block that is on
the Weld County Public Works Service Center. The outside entry area will have the vaneer full
height. The Entry will also have a stucco treatment per the elevation plans to match the Service
Center stucco.
Page 8
Weld County Buildings and Grounds
4gusdatuvai Builders
March 24, 2003
DECK SYSTEM OVER OFFICE AREAS
We will furnish and install a deck system consisting of a TJI type joist system with'/d' T&G
deck. The deck will be installed over a steel stud bearing wall system with intermediate
structural steel supports placed on steel columns as required. This deck is capable of 50 PSF
loading.
CEILINGS
Suspended ceilings will be installed in all the office areas and rest rooms
The finished ceiling system used will be grid, a 2'x 4' modular system. The suspension grid is
designed for the installation of modular air diffusers and return air inlets. Similarly,the grid
suspension is designed for modularity with lighting fixtures.
Ceiling boards will be 5/8" mineral board available in the manufacturer's choice of stock
patterns, fissured.
FLOOR COVER
Carpeting will be by Weld County. The hard surface flooring will be Kam. (Sample provided to
Steve). The rubber 4"base for wall to floor transitions will be by Weld County.
CABINETRY
We have included twelve lineal feet of upper and lower cabinets and counter tops in the break
room. They cabinets will be white melamine and there will be a dishwasher contained withing
the lower cabinets.
WALL COVER and ACCESSORIES FOR REST ROOMS
We have included epoxy painted walls in the rest rooms. We have included toilet paper holders,
and mirrors for the rest rooms. Towel holders will be by Weld County to enable compatibility
with existing county facilities. Handicap grab bars are included per ADA.
PAINTING &FINISHES
1. Structural members will receive one (1) shop coat of prime paint. All structural members
receiving prime paint amd will be touched-up after erection to remove erection abrasions and to
present a generally finished appearance.
Page 9
Weld County Buildings and Grounds
Zaseetagni Builders
March 24, 2003
2. Stud and gypsumboard partitions will receive two (2) coats of latex paint.
3. Floor sealer for the shop area will be a two coat acrylic latex.
4. The interior doors will be of metal frame reddi frame and will be factory painted gray and
the door leafs will be prefinished alpine legacy.
HEATING,VENTILATING, & AIR CONDITIONING
(2) 125,000 BTU furnaces (2) in mechanical room as shown on the floor plan by Landmark
Builders. The units will have 4 tons of air conditioning to serve the office area
(10) 100,000 BTU radiant heaters for hangar area.
(4) Bathroom exhaust fans (1 in each bathroom)
ELECTRICAL
Service Area
120/208 Volt 3 phase 400 Amp Service extended 25' beyond perimeter of bldg
30 3 Tube Lithonia EB high efficiency light fixtures per Weld County requirements
1 —air compressor hook-ups 3 phase 208V (Starter by owner)
Exhaust fan and louver hookup
Overhead Door Operator Wiring
Exit Lighting per plan
Wiring for 4 infrared heaters
35 4/Plex Outlets GFI Protected
Outlets and switching per plan
Office Area
20-2 x 4 EB troffers high efficiency as required by Weld County
HVAC Wiring(2 Units)
Outlets per wiring diagram
16—data conduit chases per office
Outlets and Switching per plan
Page 10
Weld County Buildings and Grounds
,4andautak Builders
March 24, 2003
Kitchen/Breakroom
2—EB high efficiency flurescent wraps in bathroom areas
Wiring for bathroom fans
Outlets and Switching per plan
PLUMBING
(1)urinals (1)toilet (1) lavatory in mens restroom
(1)toilets and(1) lavatory in the technician rest room for women
(1)water heater per mechanical plan
(1)hose bid in shop area
(1)Water connection for icemaker in refrigerator in break room
Gas piping for infrared shop heating
Gas piping for split flow furnaces and air conditioners
UTILITIES
All incoming utilities have been figured connected to the city services.
Water service will be provided for potable water,process water, and sanitary waste disposal. The
source for such water will be the City of Greeley. We have included the cost of a'/<"water and a
4" sewer tap in the proposal.
Electrical transformer will be placed by Xcel energy near the new building on the east side. The
cost of the transformer will be direct bill to the county from Xcel Energy.
We will furnish a telephone conduit from the nearest pedestal as directed by the telephone
company. Telephone and computer wiring will be by the Weld County.
Page 11
Weld County Buildings and Grounds
Zuedauts4 Builders
March 24, 2003
LINER PANEL
We have included a 7'6" white metal wall liner panel in the shop area.
FIRE PROTECTION
We have included a wet sprinkler system in the entire facility which includes running a new large
diameter water line in from the existing service line into the new building. We have also
included an alarm system with enunciator for notification.
FIRE EXTINGUISHERS
By Weld County(Per Steve Beck)
PROJECT CLOSE-OUT & CLEAN-UP
At the completion of the work, all systems will be tested for proper operation. During the work,
various segments of the systems will be tested for proper workmanship as required by codes and
good practice.
At the completion of the work,the premises will be swept broom-clean on concrete floors and
tile floors will be swept and damp-mopped. Window glass and mirrors will have labels removed
and be thoroughly cleaned. Plumbing fixtures will have all labels removed and be cleaned.
All construction rubbish, packing, and similar materials will be removed from the premises.
Page 12
Weld County Buildings and Grounds
2ardatank Builders
March 24, 2003
CONTRACTORS INSURANCE
Landmark Builders shall procure and maintain in effect during the term of the Contract
Workmen's Compensation Insurance as required by the place of the Work and the following
Comprehensive General and Automobile Liability Insurance:
Commercial General Liability
General Aggregate - $2,000,000
Products-Comp/Op Agg. $2,000,000
Personal& Adv Injury$1,000,000
Each Occurrence $1,000,000
Fire Damage$50,000
Med. Expense $5,000
Automobile Liability
Combined Single Limit$500,000
Excess Liability-Umbrella
Each Occurrence $1,000,000
Workmen's Compensation - Statutory limits
BUILDER'S RISK INSURANCE
Landmark will obtain insurance and indemnify Owner against loss by fire, lightning,removal and
all extended coverage perils, vandalism, and malicious mischief, theft, earthquake, and any
other insurance which Landmark deems necessary upon this Work for the full insurable value
thereof Owner, Contractor, and Contractor's subcontractors shall be included as insureds in such
policy or policies. Certificates of such insurance shall be furnished Contractor. All policies
shall provide that loss, if any, shall be adjusted with and payable to Owner and Contractor.
Such insurance shall also cover the following items whether they are in or adjacent to the
structures insured: materials in place or to be used as part of the permanent construction
including surplus material temporary structures, scaffolding and stagings,protective fence,
bridging, forms, and miscellaneous materials and supplies necessary to the Work. Insurance
need not cover tools owned by workmen or tools or equipment owned by or rented by
Contractor or any of its subcontractors. Landmark shall furnish a certificate of insurance or
other satisfactory evidence of such insurance coverage to Owner
Page 13
Weld County Buildings and Grounds
lraud/xaa Builders
March 24, 2003
PROJECT NOTES
Cost of Electrical Transformer by Weld County
Site earth work by Weld County
Asphalt paving by Weld County
Refrigerator, and Microwaves by Weld County(Dishwasher by Landmark)
We have included Water and Sewer tap fees that will be charged by Greeley
We have not included any other fees that the City of Greeley might charge
such as street fees, drainage fees, park fees,fire department fees.
PRICING
Our proposal to construct the project as specified and described in specifications is in the
amount of:
BUILDING SYSTEM $759,138.00
To change the deck system to a#125 PSF loading for light storage add $13,290.00
Upon receipt of your acceptance,we will start immediately fmal engineering immediately.
We would sincerely appreciate the opportunity to build this structure for you.
Thank you,
Dennis Wemsman
Zdatio aak Builders
Standard Form of General Conditions
of Contract Between Owner and Design-Builder
Table of Contents
2
Article 1: General
Article 2: Design-Builders Services and Responsibilities
2
Article 3: Owners Services and Responsibilities
6
Article 4: Hazardous Conditions and Differing Site Conditions
7
8
Article 5: Insurance and Bonds
10
Article 6: Payment
12
Article 7: Indemnification
Article 8: 13
Time
Article 9: Changes to the Contract Price and Time
13
15
Article 10: Contract Adjustments and Disputes
Article 11: 16
Stop Work and Termination for Cause
18
Article 12: Miscellaneous
DBIA Document No.535 $ Standard Form of General Conditions
of Contract Between Owner and Design-Builder
a 1998 Design-Build Institute of America
government or quasi-government entity having
jurisdiction over the Project or Site, the practices
involved in the Project or Site, or any Work.
Article 1 1.2.7 Owner's Project Criteria are developed by or
General for Owner to describe Owners program
requirements and objectives for the Project,
including use, space, price, time, site and
1.1 Mutual Obligations expandability requirements, as well as submittal
requirements and other requirements governing
1.1.1 Owner and Design-Builder commit at all Design-Builders performance of the Work. Owners
times to cooperate fully with each other, and Project Criteria may include conceptual documents,
proceed on the basis of trust and good faith, to design criteria, performance requirements and other
permit each party to realize the benefits afforded Project-specific technical materials and
under the Contract Documents. requirements.
1.2 Basic Definitions 1.2.8 Site is the land or premises on which the
Project is located.
1.2.1 Agreement refers to the executed contract
between Owner and Design-Builder under either 1.2.9 Subcontractor is any person or entity
DBIA Document No. 525, Standard Form of retained by Design-Builder as an independent
Agreement Between Owner and Design-Builder c contractor to perform a portion of the Work and shall
Lump Sum (1998 Edition) or DBIA Document include materialmen and suppliers.
No. 530, Standard Form of Agreement Between
Owner and Design-Builder c Cost Plus Fee with an 1.2.10 Sub-Subcontractor is any person or entity
Option for a Guaranteed Maximum Price (1998 retained by a Subcontractor as an independent
Edition). contractor to perform any portion of a
Subcontractor's Work and shall include materialmen
1.2.2 Day or Days shall mean calendar days and suppliers.
unless otherwise specifically noted in the Contract
Documents. 1.2.11 Substantial Completion is the date on which
the Work, or an agreed upon portion of the Work, is
1.2.3 Design Consultant is a qualified, licensed sufficiently complete so that Owner can occupy and
design professional who is not an employee of use the Project or a portion thereof for its intended
Design-Builder, but is retained by Design-Builder,or purposes.
employed or retained by anyone under contract with
Design-Builder or Subcontractor, to furnish design 1.2.12 Work is comprised of all Design-Builders
services required under the Contract Documents. design, construction and other services required by
the Contract Documents, including procuring and
1.2.4 Hazardous Conditions are any materials, furnishing all materials, equipment, services and
wastes, substances and chemicals deemed to be labor reasonably inferable from the Contract
hazardous under applicable Legal Requirements,or Documents.
the handling, storage, remediation, or disposal of Article 2
which are regulated by applicable Legal
Requirements. Design-Builder's Services and
Responsibilities
1.2.5 General Conditions of Contract refer to this
DBIA Document No.535, Standard Form of General 2.1 General Services
Conditions of Contract Between Owner and Design-
Builder(1998 Edition). 2.1.1 Design-Builders Representative shall be
reasonably available to Owner and shall have the
1.2.6 Legal Requirements are all applicable necessary expertise and experience required to
federal, state and local laws, codes, ordinances, supervise the Work. Design-Builder's
rules, regulations, orders and decrees of any Representative shall communicate regularly with
Page 2 DBIA Document No.535 $ Standard Form of General Conditions
of Contract Between Owner and Design-Builder
a 1998 Design-Build Institute of America
Owner and shall be vested with the authority to act specifications and other design submittals to permit
on behalf of Design-Builder. Design-Builder's Design-Builder to complete the Work consistent with
Representative may be replaced only with the the Contract Documents. Nothing in the Contract
mutual agreement of Owner and Design-Builder. or deemed to create any
Dgcuments is or contractual intended
relationship legal ionsh p between Owner and
2.1.2 Design-Builder shall provide Owner with a any Design Consultant.
monthly status report detailing the progress of the
Work, including whether(i) the Work is proceeding 2.3 Standard of Care for Design
according to schedule, (ii) discrepancies, conflicts,
Professional Services
or ambiguities exist in the Contract Documents that
require resolution, (iii) health and safety issues exist 2.3.1 The standard of care for all design
in connection with the Work, and (iv) other items professional services performed to execute the
require resolution so as not to jeopardize Design- Work shall be the care and skill ordinarily used by
Builder's ability to complete the Work for the members of the design profession practicing under
Contract Price and within the Contract Time(s). simthelaProject.r conditions time and
locality of
Notwithstanding the preceding
2.1.3 Design-Builder shall prepare and submit,at sentence, if the parties agree upon specific
least three (3) days prior to the meeting performance standards for any aspect of the Work,
contemplated by Section 2.1.4 hereof, a schedule which standards are to be set forth in an exhibit to
for the execution of the Work for Owner's review the Agreement entitled "Performance Standard
and response. The schedule shall indicate the Requirements," the design professional services
dates for the start and completion of the various shall be performed to achieve such standards.
stages of Work, including the dates when Owner
information and approvals are required to enable 2.4 Design Development Services
Design-Builder to achieve the Contract Time(s).
The schedule shall be revised as required by 2.4.1 Design-Builder and Owner shall,consistent
conditions and progress of the Work, but such with any applicable provision of the Contract
revisions shall not relieve Design-Builder of its Documents, agree upon any interim design
obligations to complete the Work within the Contract submissions that Owner may wish to review,which
Time(s), as such dates may be adjusted in interim design submissions may include design
accordance with the Contract Documents. Owner's criteria, drawings, diagrams and specifications
review of and response to the schedule shall not be setting forth the Project requirements. On or about
construed as relieving Design-Builder of its complete the time of the scheduled submissions, Design-
and exclusive control over the means, methods, Builder and Owner shall meet and confer about the
sequences and techniques for executing the Work. submissions,with
such meetings,among other things,the evolution of
2.1.4 The parties will meet within seven (7)days the design and any significant changes or deviations
after execution of the Agreement to discuss issues from the tract Documents, or,design submissions.iif applicable,
Minutes
affecting the administration of the Work and to previously submitted
implement the necessary procedures, including of the meetings will be maintained by Design-Builder
those relating to submittals and payment,to facilitate and provided to all attendees for review. Following
the ability of the parties to perform their obligations the design
the esi interim m etin , Owner shall r rev niew a tand
d
under the Contract Documents. that is consistent with the turnaround times set forth
2.2 Design Professional Services
in Design-Builder's schedule.
2.2.1 Design-Builder shall, consistent with 2.4.2 Design-Builder shall submit to Owner
applicable state licensing laws, provide through Construction Documents setting forth in detail
qualified, licensed design professionals employed by drawings and specifications describing the
Design-Builder, or procured from qualified, requirements for construction of the Work. The
independent licensed Design Consultants, the Construction Documents shall be consistent with the
necessary design services, including architectural, latest set of interim design submissions, as such
engineering and other design professional services, submissions may have been modified in a design
for the preparation of the required drawings, review meeting. The parties shall have a design
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DBIA Document No.535 $ Standard Form of General Conditions
of Contract Between Owner and Design-Builder
s 1998 Design-Build Institute of America
review meeting to discuss, and Owner shall review the Work by any government or quasi-government
and approve, the Construction Documents in entity having jurisdiction over the Project.
accordance with the procedures set forth Section
2.4.1 above. Design-Builder shall proceed with 2.6.2 Design-Builder shall provide reasonable
construction in accordance with the approved assistance to Owner in obtaining those permits,
Construction Documents and shall submit one set of approvals and licenses that are Owner's
approved Construction Documents to Owner prior to responsibility.
commencement of construction.
2.7 Design-Builder's Construction Phase
2.4.3 Owner's review and approval of interim Services
design submissions and the Construction
Documents is for the purpose of mutually 2.7.1 Unless otherwise provided in the Contract
establishing a conformed set of Contract Documents Documents to be the responsibility of Owner or a
compatible with the requirements of the Work. separate contractor, Design-Builder shall provide
Neither Owner's review nor approval of any interim through itself or Subcontractors the necessary
design submissions and Construction Documents supervision, labor, inspection, testing, start-up,
shall be deemed to transfer any design liability from material, equipment, machinery, temporary utilities
Design-Builder to Owner. and other temporary facilities to permit Design-
Builder to complete construction of the Project
2.4.4 To the extent not prohibited by the Contract consistent with the Contract Documents.
Documents or Legal Requirements, Design-Builder
may prepare interim design submissions and 2.7.2 Design-Builder shall perform all construction
Construction Documents for a portion of the Work to activities efficiently and with the requisite expertise,
permit construction to proceed on that portion of the skill and competence to satisfy the requirements of
Work prior to completion of the Construction the Contract Documents. Design-Builder shall at all.
Documents for the entire Work. times exercise complete and exclusive control over
the means, methods, sequences and techniques of
2.5 Legal Requirements construction.
2.5.1 Design-Builder shall perform the Work in 2.7.3 Design-Builder shall employ only
accordance with all Legal Requirements and shall Subcontractors who are duly licensed and qualified
provide all notices applicable to the Work as to perform the Work consistent with the Contract
required by the Legal Requirements. Documents. Owner may reasonably object to
Design-Builder's selection of any Subcontractor,
2.5.2 The Contract Price and/or ContractTime(s) provided that the Contract Price and/or Contract
shall be adjusted to compensate Design-Builder for Time(s)shall be adjusted to the extent that Owner's
the effects of any changes in the Legal decision impacts Design-Builder's cost and/or time
Requirements enacted after the date of the of performance.
Agreement affecting the performance of the Work,
or if a Guaranteed Maximum Price is established 2.7.4 Design-Builder assumes responsibility to
after the date of the Agreement,the date the parties Owner for the proper performance of the Work of
agree upon the Guaranteed Maximum Price. Such Subcontractors and any acts and omissions in
effects may include, without limitation, revisions connection with such performance. Nothing in the
Design-Builder is required to make to the Contract Documents is intended or deemed to
Construction Documents because of changes in create any legal or contractual relationship between
Legal Requirements. Owner and any Subcontractor or Sub-
Subcontractor, including but not limited to any third-
2.6 Government Approvals and Permits party beneficiary rights.
2.6.1 Except as identified in an Owner's Permit 2.7.5 Design-Builder shall coordinate the activities
List attached as an exhibit to the Agreement, of all Subcontractors. If Owner performs other work
Design-Builder shall obtain and pay for all necessary on the Project or at the Site with separate
permits, approvals, licenses, government charges contractors under Owner's control, Design-Builder
and inspection fees required for the prosecution of agrees to reasonably cooperate and coordinate its
Page 4 DBIA Document No.535 $ Standard Form of General Conditions
of Contract Between Owner and Design-Builder
s 1998 Design-Build Institute of America
activities with those of such separate contractors so and,to the extent mandated by Legal Requirements,
that the Project can be completed in an orderly and to all government or quasi-government authorities
coordinated manner without unreasonable ing the Project having jurisdiction
over or the safety
related matters
ork.
disruption.
2.7.6 Design-Builder shall keep the Site 2.8.3 Design-Builder's responsibility for safety
reasonably free from debris,trash and construction under this Section 2.8 is not intended in any way to
wastes to permit Design-Builder to perform its relieve Subcontractors and Sub-Subcontractors of
construction services efficiently, safely and without their own contractual and legal obligations and
interfering with the use of adjacent land areas. responsibility for (i) complying with all Legal
Upon Substantial Completion of the Work, or a Requirements, including those related to health and
portion of the Work,Design-Builder shall remove all safety matters, and (ii) taking all necessary
debris, trash, construction wastes, materials, measures to implement and monitor all safety
equipment, machinery and tools arising from the precautions and programs to guard against injury,
tWork or o occupy thle Project or a portion of the Projectner losss,for for performan eages or accidents resulting from their
of the Work.
its intended use. 2.9 Design-Builder's Warranty
2.8 Design-Builder's Responsibility for
Project Safety 2.9.1 Design-Builder warrants to Owner that the
construction, including all materials and equipment
2.8.1 Design-Builder recognizes the importance of furnished as part of the construction, shall be new
performing the Work in a safe manner so as to unless otherwise specified in the Contract
prevent damage, injury or loss to(i)all individuals at Documents,of good quality,in conformance with the
the Site, whether working or visiting, (ii) the Work, Contract Documents and free of defects in materials
including materials and equipment incorporated into and workmanship. Design-Builder's warranty
the Work or stored on-Site or off-Site, and (iii) all obligation excludes defects caused by abuse,
other property at the Site or adjacent thereto. alterations, or failure to maintain the Work by
Design-Builder assumes responsibility for persons other than Design-Builder or anyone for
implementing and monitoring all safety precautions whose acts Design-Builder may be liable.Nothing in
and programs related to the performance of the this warranty intended proeidto li limit
any manufacturer's
with a turer's
Work. Design-Builder shall, prior to commencing warranty which
ter
construction,designate a Safety Representative with warranty rights than set forth in this Section 2.9 or
the necessary qualifications and experience to the Contract Documents. Design-Builder will
supervise the implementation and monitoring of all provide Owner with all manufacturers' warranties
safety precautions and programs related to the upon Substantial Completion.
Work. Unless otherwise required by the Contract
Documents,Design-Builder's Safety Representative 2.10 Correction of Defective Work
shall be an individual stationed at the Site who may
have responsibilities on the Project in addition to 2.10.1 Design-Builder agrees to correct any Work
safety. The Safety Representative shall make that is found to not be in conformance with the
routine daily inspections of the Site and shall hold Contract Documents, including that part of the Work
weekly safety meetings with Design-Builder's subject to Section 2.9 hereof,within a period of one
personnel,Subcontractors and others as applicable. year tial Completion of the
Work the date of orportion of the n
Work, or within such
2.8.2 Design-Builder and Subcontractors shall longer period to the extent required by the Contract
comply with all Legal Requirements relating to Documents.
safety, as well as any Owner-specific safety
requirements set forth in the Contract Documents, 2.10.2 Design-Builder shall,within seven (7)days
provided that such Owner-specific requirements do of receipt of written notice from Owner that the Work
not violate any applicable Legal Requirement. is not in conformance with the Contract Documents,
Design-Builder will immediately report in writing any take meaningful steps to commence correction of
safety-related injury, loss, damage or accident such nonconforming Work,including the correction,
arising from the Work to Owner's Representative removal or replacement of the nonconforming Work
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DBIA Document No.535 $ Standard Form of General Conditions
of Contract Between Owner and Design-Builder
a 1998 Design-Build Institute of America
and any damage caused to other parts of the Work .1 Surveys describing the property,
affected by the nonconforming Work. If Design- boundaries,topography and reference
Builder fails to commence the necessary steps points for use during construction,
within such seven(7)day period,Owner,in addition including existing service and utility
to any other remedies provided under the Contract lines;
Documents, may provide Design-Builder with written
notice that Owner will commence correction of such .2 Geotechnical studies describing
nonconforming Work with its own forces. If Owner subsurface conditions, and other
does perform such corrective Work, Design-Builder surveys describing other latent or
shall be responsible for all reasonable costs incurred concealed physical conditions at the
by Owner in performing such correction. If the. Site;
nonconforming Work creates an emergency
requiring an immediate response,the seven(7)day .3 Temporary and permanent easements,
periods identified herein shall be deemed zoning and other requirements and
inapplicable. encumbrances affecting land use, or
necessary to permit the proper design
2.10.3 The one year period referenced in Section and construction of the Project and
2.10.1 above applies only to Design-Builder's enable Design-Builder to perform the
obligation to correct nonconforming Work and is not Work;
intended to constitute a period of limitations for any
other rights or remedies Owner may have regarding .4 A legal description of the Site;
Design-Builder's other obligations under the
Contract Documents. .5 To the extent available, as-built and
record drawings of any existing
Article 3 • . structures at the Site; and
. Owner's Services and Responsibilities .6 To the extent available,environmental
studies, reports and impact statements
3.1 Duty to Cooperate describing the environmental
conditions, including Hazardous
3.1.1 Owner shall,throughout the performance of Conditions, in existence at the Site.
the Work, cooperate with Design-Builder and
perform its responsibilities,obligations and services 3.2.2 Owner is responsible for securing and
in a timely manner to facilitate Design-Builder's executing all necessary agreements with adjacent
timely and efficient performance of the Work and so land or property owners that are necessary to
as not to delay or interfere with Design-Builder's enable Design-Builder to perform the Work. Owner
performance of its obligations under the Contract is further responsible for all costs, including
Documents. attorneys' fees, incurred in securing these
necessary agreements.
3.1.2 Owner shall provide timely reviews and
approvals of interim design submissions and 3.3 Financial Information
Construction Documents consistent with the
turnaround times set forth in Design-Builder's 3.3.1 At Design-Builder's request, Owner shall
schedule. promptly fumish reasonable evidence satisfactory to
Design-Builder that Owner has adequate funds
3.2 Furnishing of Services and Information available and committed to fulfill all of Owner's
contractual obligations under the Contract
3.2.1 Unless expressly stated to the contrary in Documents. If Owner fails to furnish such financial
the Contract Documents,Owner shall provide, at its information in a timely manner, Design-Builder may
own cost and expense, for Design-Builder's stop Work under Section 11.3 hereof or exercise
information and use the following, all of which any other right permitted under the Contract
Design-Builder is entitled to rely upon in performing Documents.
the Work:
Page 6 DBIA Document No.535 $ Standard Form of General Conditions
of Contract Between Owner and Design-Builder
s 1998 Design-Build Institute of America
3.3.2 Design-Builder shall cooperate with the Article 4
reasonable requirements of Owner's lenders or
other financial sources. Notwithstanding the Hazardous Conditions and Differing r
preceding sentence, after execution of the Site Conditions
Agreement Design-Builder shall have no obligation
to execute for Owner or Owner's lenders or other
4.1 Hazardous Conditions
financial sources any documents or agreements that
require Design-Builder to assume obligations or 4.1.1 Unless otherwise expressly provided in the
responsibilities greater than those existing Contract Documents to be part of the Work,Design-
obligations Design-Builder has under the Contract Builder is not responsible for any Hazardous
Documents. Conditions encountered at the Site. Upon
encountering any Hazardous Conditions, Design-
3.4 Owner's Representative Builder will stop Work immediately in the affected
area and duly notify Owner and, if required by Legal
3.4.1 Owner's Representative shall be Requirements,all government or quasi-government
responsible for providing Owner-supplied entities with jurisdiction over the Project or Site.
information and approvals in a timely manner to
permit Design-Builder to fulfill its obligations under 4.1.2 Upon receiving notice of the presence of
the Contract Documents. Owner's Representative suspected Hazardous Conditions,Owner shall take
shall also provide Design-Builder with prompt notice the necessary measures required to ensure that the
if it observes any failure on the part of Design- Hazardous Conditions are remediated or rendered
Builder to fulfill its contractual obligations, including harmless. Such necessary measures shall include
any errors,omissions or defects in the performance Owner retaining qualified independent experts to(i)
of the Work. ascertain whether Hazardous Conditions have
actually been encountered, and, if they have been
3.5 Government Approvals and Permits encountered, (ii) prescribe the remedial measures
that Owner must take either to remove the
3.5.1 Owner shall obtain and pay for all necessary Hazardous Conditions or render the Hazardous
permits, approvals, licenses, government charges Conditions harmless.
and inspection fees set forth in the Owner's Permit
List attached as an exhibit to the Agreement. 4.1.3 Design-Builder shall be obligated to resume
Work at the affected area of the Project only after
3.5.2 Owner shall provide reasonable assistance Owner's expert provides it with written certification
to Design-Builder in obtaining those permits, that (i) the Hazardous Conditions have been
approvals and licenses that are Design-Builder's removed or rendered harmless and(ii)all necessary
responsibility. approvals have been obtained from all government
and quasi-government entities having jurisdiction
3.6 Owner's Separate Contractors over the Project or Site.
3.6.1 Owner is responsible for all work performed 4.1.4 Design-Builder will be entitled, in
on the Project or at the Site by separate contractors accordance with these General Conditions of
under Owner's control. Owner shall contractually Contract, to an adjustment in its Contract Price
require its separate contractors to cooperate with, and/or Contract Time(s) to the extent Design-
and coordinate their activities so as not to interfere Builder's cost and/or time of performance have been
with, Design-Builder in order to enable Design- adversely impacted by the presence of Hazardous
Builder to timely complete the Work consistent with Conditions.
the Contract Documents.
DBIA Document No.535 $ Standard Form of General Conditions Page 7
of Contract Between Owner and Design-Builder
s 1998 Design-Build Institute of America
4.1.5 To the fullest extent permitted by law, Article 5
Owner shall indemnify, defend and hold harmless Insurance and Bonds
Design-Builder, Design Consultants,
Subcontractors, anyone employed directly or
indirectly for any of them, and their officers, 5.1 Design-Builder's Insurance
directors, employees and agents,from and against Requirements
any and all claims, losses, damages, liabilities and
expenses, including attorneys' fees and expenses, 5.1.1 Design-Builder is responsible for procuring
arising out of or resulting from the presence, and maintaining from insurance companies
removal or remediation of Hazardous Conditions at authorized to do business in the state in which the
the Site. Project is located, and with a minimum rating set
forth in the Agreement, the following insurance
4.1.6 Notwithstanding the preceding provisions of coverages for certain claims which may arise from
this Section 4.1, Owner is not responsible for or out of the performance of the Work and
Hazardous Conditions introduced to the Site by obligations under the Contract Documents:
Design-Builder,Subcontractors or anyone for whose
acts they may be liable. Design-Builder shall .1 Coverage for claims arising under
indemnify, defend and hold harmless Owner and workers' compensation, disability and
Owner's officers, directors, employees and agents other similar employee benefit laws
from and against all claims, losses, damages, applicable to the Work;
liabilities and expenses, including attorneys' fees
and expenses, arising out of or resulting from those .2 Coverage for claims by Design-
Hazardous Conditions introduced to the Site by Builder's employees for bodily injury,
Design-Builder,Subcontractors or anyone for whose sickness, disease, or death;
acts they may be liable.
.3 Coverage for claims by any person
4.2 Differing Site Conditions other than Design-Builder's employees
for bodily injury, sickness, disease, or
4.2.1 Concealed or latent physical conditions or death;
subsurface conditions at the Site that (i) materially
differ from the conditions indicated in the Contract .4 Coverage for usual personal injury
Documents or(ii)are of an unusual nature,differing liability claims for damages sustained
materially from the conditions ordinarily encountered by a person as a direct or indirect
and generally recognized as inherent in the Work result of Design-Builder's employment
are collectively referred to herein as "Differing Site of the person, or sustained by any
Conditions." If Design-Builder encounters a other person;
Differing Site Condition, Design-Builder will be
entitled to an adjustment in the Contract Price .5 Coverage for claims for damages
and/or Contract Time(s) to the extent Design- (other than to the Work) because of
Builder's cost and/or time of performance are injury to or destruction of tangible
adversely impacted by the Differing Site Condition. property, including loss of use;
4.2.2 Upon encountering a Differing Site .6 Coverage for claims of damages
Condition, Design-Builder shall provide prompt because of personal injury or death,or
written notice to Owner of such condition, which property damage resulting from
notice shall not be later than fourteen(14)days after ownership, use and maintenance of
such condition has been encountered. Design- any motor vehicle; and
Builder shall, to the extent reasonably possible,
provide such notice before the Differing Site .7 Coverage for contractual liability claims
Condition has been substantially disturbed or arising out of Design-Builder's
altered. obligations under Section 7.4.1 hereof.
Page 8 DBIA Document No.535 $ Standard Form of General Conditions
of Contract Between Owner and Design-Builder
8 1998 Design-Build Institute of America
5.1.2 Design-Builder's liability insurance required insurable value of the Project,including professional
by Section 5.1.1 above shall be written for the fees, overtime premiums and all other expenses
coverage amounts set forth in the Agreement and incurred to replace
once obtained or repair the insy insured
O per property.
shall include completed operations insurance for the The
property e as additional insureds the interests of
shall
period of time set forth in the Agreement.
Owner, Design-Builder, Design Consultants,
5.1.3 Design-Builder's liability insurance set forth Subcontractors and Sub-Subcontractors, and shall
in Sections 5.1.1.1 through 5.1.1.7 above shall insure against the perils of fire and extended
specifically delete any design-build or similar coverage, theft, vandalism, malicious mischief,
exclusions that could compromise coverages collapse, flood, earthquake, debris removal and
because of the design-build delivery of the Project. other perils s of loss
Contract Documents. The property insurance ll
shall
5.1.4 To the extent Owner requires Design- include physical loss or damage to the Work,
Builder or any Design Consultant to provide including materials and equipment in transit, at the
professional liability insurance for claims arising Site or at another location as may be indicated in
from the negligent performance of design services Desi -Bud rs Application for Payment and
by Design-Builder or the Design Consultant, the approved by
r.
coverage limits,duration and other specifics of such
insurance shall be as set forth in the Agreement. 5.3.2 Unless the Contract Documents provide
Any professional liability shall specifically delete any otherwise, Owner shall procure and maintain boiler
design-build or similar exclusions that could and machinery insurance that will include the
compromise coverages because of the design-build interests of Owner, Design-Builder, Design
delivery of the Project. Such policies shall be Consultants, Subcontractors and Sub-
provided prior to the commencement of any design Subcontractors.
services hereunder.
5.3.3 Prior to Design-Builder commencing any
5.1.5 Prior to commencing any construction Work, Owner shall provide Design-Builder with
services hereunder, Design-Builder shall provide certificates evidencing that(i)all Owner's insurance
Owner with certificates evidencing that (i) all obligations required by the Contract Documents are
insurance obligations required by the Contract in full force and in effect and will remain in effect
Documents are in full force and in effect and will until Design-Builder has completed all of the Work
remain in effect for the duration required by the and has received final payment from Owner and(ii)
Contract Documents and(ii)no insurance coverage no insurance coverage will be canceled, renewal
will be canceled, renewal refused, or materially refused,or materially changed unless at least thirty
changed unless at least thirty(30)days prior written (30) day
s prior written notice is given Owner's property insurance en to not D Design-
notice is given to Owner. Builder.
apse
or be canceled if Owner occupies a portion of the
5.2 Owner's Liability Insurance Work pursuant to Section 6.6.3 hereof. Owner shall
provide Design-Builder with the necessary
5.2.1 Owner shall procure and maintain from endorsements from the insurance company prior to
insurance companies authorized to do business in occupying a portion of the Work.
the state in which the Project is located such liability
insurance to protect Owner from claims which may 5.3.4 Any loss covered under Owner's property
arise from the performance of Owner's obligations insurance shall be adjusted with Owner and Design-
under the Contract Documents or Owner's conduct Builder and made payable to both of them as
during the course of the Project. trustees for the insureds as their interests may
appear, subject to any applicable mortgage clause.
5.3 Owner's Property Insurance All insurance proceeds received as a result of any
loss will be placed in a separate account and
5.3.1 Unless otherwise provided in the Contract distributed in accordance with such agreement as
Documents,Owner shall procure and maintain from the interested parties may reach. Any disagreement
insurance companies authorized to do business in concerning the distribution of any proceeds will be
the state in which the Project is located property resolved in accordance with Article 10 hereof.
insurance upon the entire Project to the full
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DBIA Document No.535 $ Standard Form of General Conditions
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8 1998 Design-Build Institute of America
5.3.5 Owner and Design-Builder waive against suitably stored at either the Site or another
each other and Owner's separate contractors, acceptable location, (ii)the equipment and materials
Design Consultants, Subcontractors, agents and are protected by suitable insurance and (iii) upon
employees of each and all of them, all damages payment, Owner will receive the equipment and
covered by property insurance provided herein, materials free and clear of all liens and
except such rights as they may have to the encumbrances.
proceeds of such insurance. Design-Builder and
Owner shall, where appropriate, require similar 6.2.3 The Application for Payment shall constitute
waivers of subrogation from Owner's separate Design-Builder's representation that the Work has
contractors, Design Consultants and Subcontractors been performed consistent with the Contract
and shall require each of them to include similar Documents, has progressed to the point indicated in
waivers in their contracts. the Application for Payment,and that title to all Work
will pass to Owner free and clear of all claims, liens,
5.4 Bonds and Other Performance Security encumbrances, and security interests upon the
incorporation of the Work into the Project, or upon
5.4.1 If Owner requires Design-Builder to obtain Design-Builder's receipt of payment, whichever
performance and labor and material payment bonds, occurs earlier.
or other forms of performance security,the amount,
form and other conditions of such security shall be 6.3 Withholding of Payments
as set forth in the Agreement.
6.3.1 On or before the date established in the
Article 6 Agreement, Owner shall pay Design-Builder all
amounts properly due. If Owner determines that
Payment Design-Builder is not entitled to all or part of an
Application for Payment, it will notify Design-Builder
6.1 Schedule of Values in writing at least five (5) days prior to the date
payment is due. The notice shall indicate the
6.1.1 Within ten (10) days of execution of the specific amounts Owner intends to withhold, the
Agreement, Design-Builder shall submit for Owner's reasons and contractual basis for the withholding,
review and approval a schedule of values for all of and the specific measures Design-Builder must take
the Work. The Schedule of Values will(i)subdivide to rectify Owner's concerns. Design-Builder and
the Work into its respective parts, (ii)include values Owner will attempt to resolve Owner's concerns
for all items comprising the Work and (iii) serve as prior to the date payment is due. If the parties
the basis for monthly progress payments made to cannot resolve such concerns, Design-Builder may
Design-Builder throughout the Work. pursue its rights under the Contract Documents,
including those under Article 10 hereof.
6.2 Monthly Progress Payments
6.3.2 Notwithstanding anything to the contrary in
6.2.1 On or before the date established in the the Contract Documents, Owner shall pay Design-
Agreement, Design-Builder shall submit for Owner's Builder all undisputed amounts in an Application for
review and approval its Application for Payment Payment within the times required by the
requesting payment for all Work performed as of the Agreement.
date of the Application for Payment. The Application
for Payment shall be accompanied by all supporting 6.4 Right to Stop Work and Interest
documentation required by the Contract Documents
and/or established at the meeting required by 6.4.1 If Owner fails to pay Design-Builder any
Section 2.1.4 hereof. amount that becomes due, Design-Builder, in
addition to all other remedies provided in the
6.2.2 The Application for Payment may request Contract Documents, may stop Work pursuant to
payment for equipment and materials not yet Section 11.3 hereof. All payments due and unpaid
incorporated into the Project,provided that(i)Owner shall bear interest at the rate set forth in the
is satisfied that the equipment and materials are Agreement.
Page 10 DBIA Document No.535 $ Standard Form of General Conditions
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e 1998 Design-Build Institute of America
6.5 Design-Builder's Payment Obligations sureties and insurers, and to the extent applicable,
the appropriate government authorities having
6.5.1 Design-Builder will pay Design Consultants jurisdiction over the Project, and (iii) Owner and
and Subcontractors, in accordance with its Design-Builder agree that Owner's use or
contractual obligations to such parties, all the occupancy will not interfere with Design-Builder's
amounts Design-Builder has received from Owner completion of the remaining Work.
on account of their work. Design-Builder will impose
similar requirements on Design Consultants and 6.7 Final Payment
Subcontractors to pay those parties with whom they
have contracted. Design-Builder will indemnify and 6.7.1 After receipt of a Final Application for
defend Owner against any claims for payment and Payment from Design-Builder, Owner shall make
mechanic's liens as set forth in Section 7.3 hereof. final payment by the time required in the Agreement,
provided that Design-Builder has completed all of
6.6 Substantial Completion the Work in conformance with the Contract
Documents.
6.6.1 Design-Builder shall notify Owner when it
believes the Work, or to the extent permitted in the 6.7.2 At the time of submission of its Final
Contract Documents, a portion of the Work, is Application for Payment, Design-Builder shall
substantially complete. Within five (5) days of provide the following information:
Owner's receipt of Design-Builder's notice, Owner
and Design-Builder will jointly inspect such Work to .1 an affidavit that there are no claims,
verify that it is substantially complete in accordance obligations or liens outstanding or
with the requirements of the Contract Documents. If unsatisfied for labor,services, material,
such Work is substantially complete, Owner shall equipment, taxes or other.- items
prepare and issue a Certificate of Substantial performed,furnished or incurred for dr:
Completion that will set forth (i) the date of in connection with the Work which will
Substantial Completion of the Work or portion in any way affect Owner's interests;
thereof, (ii)the remaining items of Work that have to
be completed before final payment, (iii) provisions .2 a general release executed by Design-
(to the extent not already provided in the Contract Builder waiving, upon receipt of final
Documents) establishing Owner's and Design- payment by Design-Builder, all claims,
Builder's responsibility for the Project's security, except those claims previously made
maintenance, utilities and insurance pending final in writing to Owner and remaining
payment and (iv) an acknowledgment that unsettled at the time of final payment;
warranties commence to run on the date of
Substantial Completion,except as may otherwise be .3 consent of Design-Builder's surety, if
noted in the Certificate of Substantial Completion. any, to final payment;
6.6.2 Upon Substantial Completion of the entire .4 all operating manuals, warranties and
Work or, if applicable, any portion of the Work, other deliverables required by the
Owner shall release to Design-Builder all retained Contract Documents; and
amounts relating, as applicable, to the entire Work
or completed portion of the Work, less an amount .5 certificates of insurance confirming
equal to the reasonable value of all remaining or that required coverages will remain in
incomplete items of Work as noted in the Certificate effect consistent with the requirements
of Substantial Completion. of the Contract Documents.
6.6.3 Owner, at its option, may use a portion of 6.7.3 Upon making final payment, Owner waives
the Work which has been determined to be all claims against Design-Builder except claims
substantially complete, provided, however,that(i)a relating to (i) Design-Builder's failure to satisfy its
Certificate of Substantial Completion has been payment obligations, if such failure affects Owner's
issued for the portion of Work addressing the items interests,(ii)Design-Builder's failure to complete the
set forth in Section 6.6.1 above, (ii) Design-Builder Work consistent with the Contract Documents,
and Owner have obtained the consent of their including defects appearing after Substantial
DBIA Document No.535 $ Standard Form of General Conditions • Page 11
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8 1998 Design-Build Institute of America
Completion and (iii) the terms of any special
warranties required by the Contract Documents. 7.1.4 The obligations set forth in this Section 7.1
shall constitute the sole agreement between the
Article 7 parties relating to liability for infringement of violation
of any patent or copyright.
Indemnification
7.2 Tax Claim Indemnification
7.1 Patent and Copyright Infringement
7.2.1 If, in accordance with Owner's direction, an
7.1.1 Design-Builder shall defend any action or exemption for all or part of the Work is claimed for
proceeding brought against Owner based on any taxes, Owner shall indemnify, defend and hold
claim that the Work, or any part thereof, or the harmless Design-Builder from and against any
operation or use of the Work or any part thereof, liability, penalty, interest, fine, tax assessment,
constitutes infringement of any United States patent attorneys'fees or other expenses or costs incurred
or copyright, now or hereafter issued. Owner shall by Design-Builder as a result of any action taken by
give prompt written notice to Design-Builder of any Design-Builder in accordance with Owner's directive.
such action or proceeding and will reasonably
provide authority, information and assistance in the 7.3 Payment Claim Indemnification
defense of same. Design-Builder shall indemnify
and hold harmless Owner from and against all 7.3.1 Providing that Owner is not in breach of its
damages and costs, including but not limited to contractual obligation to make payments to
attomeys' fees and expenses awarded against Design-Builder for the Work,Design-Builder
Owner or Design-Builder in any such action or shall indemnify, defend and hold harmless
proceeding. Design-Builder agrees to keep Owner Owner from any claims or mechanic's liens
informed of all developments in the defense of such brought against.'Owner or against the
actions. Project as a result of the failure of Design-
Builder, or those for whose acts it is
7.1.2 If Owner is enjoined from the operation or responsible, to -pay for any services,
use of the Work, or any part thereof,as the result of materials, labor, equipment, taxes or other
any patent or copyright suit, claim, or proceeding, items or obligations fumished or incurred for
Design-Builder shall at its sole expense take or in connection with the Work. Within
reasonable steps to procure the right to operate or three (3) days of receiving written notice
use the Work. If Design-Builder cannot so procure from Owner that such a claim or mechanic's
such right within a reasonable time, Design-Builder lien has been filed, Design-Builder shall
shall promptly, at Design-Builder's option and at commence to take the steps necessary to
Design-Builder's expense, (i)modify the Work so as discharge said claim or lien, including, if
to avoid infringement of any such patent or copyright necessary, the furnishing of a mechanic's
or (ii) replace said Work with Work that does not lien bond. If Design-Builder fails to do so,
infringe or violate any such patent or copyright. Owner will have the right to discharge the
claim or lien and hold Design-Builder liable
7.1.3 Sections 7.1.1 and 7.1.2 above shall not be for costs and expenses incurred, including
applicable to any suit, claim or proceeding based on attorneys' fees.
infringement or violation of a patent or copyright(i)
relating solely to a particular process or product of a 7.4 Design-Builder's General
particular manufacturer specified by Owner and not Indemnification
offered or recommended by Design-Builder to
Owner or(ii)arising from modifications to the Work 7.4.1 Design-Builder, to the fullest extent
by Owner or its agents after acceptance of the permitted by law,shall indemnify,hold harmless and
Work. If the suit,claim or proceeding is based upon defend Owner,its officers,directors,employees and
events set forth in the preceding sentence, Owner agents from and against claims, losses, damages,
shall defend, indemnify and hold harmless Design- liabilities,including attomeys'fees and expenses,for
Builder to the same extent Design-Builder is bodily injury, sickness or death, and property
obligated to defend, indemnify and hold harmless damage or destruction(other than to the Work itself)
Owner in Section 7.1.1 above. to the extent resulting from the negligent acts or
Page 12 DBIA Document No.535 $ Standard Form of General Conditions
of Contract Between Owner and Design-Builder
8 1998 Design-Build Institute of America
omissions of Design-Builder, Design Consultants, events that will entitle Design-Builder to an
Subcontractors, anyone employed directly or extension of the Contract Time(s) include acts or
indirectly by any of them or anyone for whose acts omissions of Owner or anyone under Owner's
any of them may be liable. control(including separate contractors),changes in
the Work, Differing Site Conditions, Hazardous
7.4.2 If an employee of Design-Builder, Design Conditions, wars, floods, labor disputes, unusual
Consultants, Subcontractors, anyone employed delay in transportation, epidemics abroad,
directly or indirectly by any of them or anyone for earthquakes, adverse weather conditions not
whose acts any of them may be liable has a claim reasonably anticipated, and other acts of God.
against Owner,its officers,directors,employees,or
agents, Design-Builder's indemnity obligation set 8.2.2 In addition to Design-Builder's right to a time
forth in Section 7.4.1 above shall not be limited by extension for those events set forth in Section 8.2.1
any limitation on the amount of damages, above, Design-Builder shall also be entitled to an
compensation or benefits payable by or for Design- appropriate adjustment of the Contract Price
Builder, Design Consultants, Subcontractors, or provided, however,that the Contract Price shall not
other entity under any employee benefit acts, be adjusted for those events set forth in Section
including workers' compensation or disability acts. 8.2.1 above that are beyond the control of both
Design-Builder and Owner, including the events of
7.5 Owner's General Indemnification war,floods, labor disputes,earthquakes,epidemics,
adverse weather conditions not reasonably
7.5.1 Owner,to the fullest extent permitted by law, anticipated, and other acts of God.
shall indemnify, hold harmless and defend Design-
Builder and any of Design-Builder's officers, Article 9
directors, employees, or agents from and against
claims, losses, damages, liabilities, including Changes to the Contract Price and
attorneys' fees and expenses, for bodily injury, Time
sickness or death, and property damage or
destruction (other than to the Work itself) to the 9,1 Change Orders
extent resulting from the negligent acts or omissions
of Owner's separate contractors or anyone for 9.1.1 A Change Order is a written instrument
whose acts any of them may be liable. issued after execution of the Agreement signed by
Owner and Design-Builder, stating their agreement
Article 8 upon all of the following:
Time .1 The scope of the change in the Work;
8.1 Obligation to Achieve the Contract .2 The amount of the adjustment to the
Contract Price; and
Times
8.1.1 Design-Builder agrees that it will commence .3 The extent of the adjustment to the
performance of the Work and achieve the Contract Contract Time(s).
Time(s) in accordance with Article 5 of the 9.1.2 All changes in the Work authorized by
Agreement. applicable Change Order shall be performed under
the applicable conditions of the Contract
8.2 Delays to the Work
Documents. Owner and Design-Builder shall
8.2.1 If Design-Builder is delayed in the negotiate in good faith and as expeditiously as
performance of the Work due to acts, omissions, possible the appropriate adjustments for such
conditions, events, or circumstances beyond its changes.
control and due to no fault of its own or those for If Owner requests a for a change
whom Design-Builder is responsible, the Contract 9.1.3 the Work from requests
proposal asa subsequently
r achange
Time(s) for y performance shall be reaxonably inelects not to proceed with the change, a Change
extended by Change Order. By way of example, Order shall be issued to reimburse Design-Builder
DBIA Document No.535 $ Standard Form of General Conditions Page 13
of Contract Between Owner and Design-Builder
8 1998 Design-Build Institute of America
for reasonable costs incurred for estimating the preparation of proposed revisions to the
services, design services and services involved in Contract Documents.
through .3 above and Owner issues a
9.2 Work Change Directives Work Change Directive,the cost of the
change of the Work shall be
9.2.1 A Work Change Directive is a written order determined by the reasonable expense
prepared and signed by Owner, directing a change and savings in the performance of the
in the Work prior to agreement on an adjustment in Work resulting from the change,
the Contract Price and/or the Contract Time(s). including a reasonable overhead and
profit, as may be set forth in the
9.2.2 Owner and Design-Builder shall negotiate in Agreement. If the net result of both
good faith and as expeditiously as possible the additions and deletions to the Work is
appropriate adjustments for the Work Change an increase in the Contract Price,
Directive. Upon reaching an agreement,the parties overhead and profit shall be calculated
shall prepare and execute an appropriate Change on the basis of the net increase to the
Order reflecting the terms of the agreement. Contract Price. If the net result of both
additions and deletions to the Work is
9.3 Minor Changes in the Work a decrease in the Contract Price,there
shall be no overhead or profit
9.3.1 Minor changes in the Work do not involve adjustment to the Contract Price.
an adjustment in the Contract Price and/or Contract Design-Builder shall maintain a
Time(s) and do not materially and adversely affect documented, itemized accounting
the Work, including the design,quality,performance evidencing the expenses and savings
and workmanship required by the Contract - .- associated with.such changes.
Documents. Design-Builder may make minor
changes in the Work consistent with the intent of the 9.4.2 If unit prices are set forth in the Contract
Contract Documents, provided, however that Documents or are subsequently agreed to by the
Design-Builder shall promptly inform Owner, in parties,but application of such unit prices will cause
writing, of any such changes and record such substantial inequity to Owner or Design-Builder
changes on the documents maintained by Design- because of differences in the character or quantity of
Builder. such unit items as originally contemplated,such unit
prices shall be equitably adjusted.
9.4 Contract Price Adjustments
9.4.3 If Owner and Design-Builder disagree upon
9.4.1 The increase or decrease in Contract Price whether Design-Builder is entitled to be paid for any
resulting from a change in the Work shall be services required by Owner, or if there are any other
determined by one or more of the following disagreements over the scope of Work or proposed
methods: changes to the Work, Owner and Design-Builder
shall resolve the disagreement pursuant to Article 10
.1 Unit prices set forth in the Agreement hereof. As part of the negotiation process, Design-
or as subsequently agreed to between Builder shall furnish Owner with a good faith
the parties; estimate of the costs to perform the disputed
services in accordance with Owner's interpretations.
.2 A mutually accepted, lump sum, If the parties are unable to agree and Owner
properly itemized and supported by expects Design-Builder to perform the services in
sufficient substantiating data to permit accordance with Owner's interpretations, Design-
evaluation by Owner; Builder shall proceed to perform the disputed
services, conditioned upon Owner issuing a written
.3 Costs,fees and any other markups set order to Design-Builder(i) directing Design-Builder
forth in the Agreement; and to proceed and(ii)specifying Owner's interpretation
of the services that are to be performed. If this
.4 If an increase or decrease cannot be occurs, Design-Builder shall be entitled to submit in
agreed to as set forth in items .1 its Applications for Payment an amount equal to fifty
Page 14 DBIA Document No.535 $ Standard Form of General Conditions
of Contract Between Owner and Design-Builder
e 1998 Design-Build Institute of America
percent (50%) of its reasonable estimated direct disagreements. If disputes or disagreements do
cost to perform the services, and Owner agrees to arise, Design-Builder and Owner each commit to
pay such amounts,with the express understanding resolving such disputes or disagreements in an
that(i) such payment by Owner does not prejudice amicable, professional and expeditious manner so
Owner's right to argue that it has no responsibility to as to avoid unnecessary losses, delays and
pay for such services and (ii) receipt of such disruptions to the Work.
payment by Design-Builder does not prejudice
Design-Builder's right to seek full payment of the 10.2.2 Design-Builder and Owner will first attempt
disputed services if Owners order is deemed to be a to resolve disputes level or
between Design-Builders
sagreements at the field
change to the Work. through discussions
Representative and Owners Representative.
9.5 Emergencies
10.2.3 If a dispute or disagreement cannot be
9.5.1 In any emergency affecting the safety of resolved through Design-Builders Representative
persons and/or property, Design-Builder shall act,at and Owners Representative, Design-Builders
its discretion, to prevent threatened damage, injury Senior Representative and Owners Senior
or loss. Any change in the Contract Price and/or Representative, upon the request of either party,
Contract Time(s) on account of emergency work shall meet as soon as conveniently possible, but in
shall be determined as provided in this Article 9. no case later than thirty (30) days after such a
request is made,to attempt to resolve such dispute
Article 10 or disagreement. Prior to any meetings between the
Senior Representatives, the parties will exchange
Contract Adjustments and Disputes rell assist the parties in
resolving the�dispute disagreement.
10.1ant information
ii
atthat iilll assist the parties in
10.1 Requests for Contract Adjustments and 10.2.4 If after meeting the Senior Representatives
Relief
determine that the dispute or disagreement cannot
10.1.1 If either Design-Builder or Owner believes be resolved on terms satisfactory to both parties,the
that it is entitled to relief against the other for any parties shall submit the dispute or disagreement to
event arising out of or related to the Work or Project, non-binding mediation. The mediation shall be
such party shall provide written notice to the other conducted by a mutually agreeable impartial
party of the basis for its claim for relief. Such notice mediator, or if the parties cannot so agree, a
shall,if possible, be made prior to incurring any cost mediator designated by the
A a iitc an Arbitration
can Arbitration
or expense and in accordance with any specific Association ("AAA") pursuant
notice requirements contained in applicable sections Industry Mediation Rules. The mediation will be
of these General Conditions of Contract. In the governed by and conducted pursuant to a mediation
absence of any specific notice requirement,written agreement negotiated by the parties or,if the parties
notice shall be given within a reasonable time,not to cannot so agree, by procedures established by the
exceed twenty-one (21)days, after the occurrence mediator.
giving rise to the claim for relief or after the claiming
party reasonably should have recognized the event 10.3 Arbitration
or condition giving rise to the request,whichever is
later. Such notice shall include sufficient information 10.3.1 Any claims, disputes or controversies
to advise the other party of the circumstances giving between the parties arising out of or relating to the
rise to the claim for relief, the specific contractual Agreement, or the breach thereof, which have not
adjustment or relief requested and the basis of such been resolved in accordance with the procedures
request. set forth in Section 10.2 above shall be decided by
arbitration in accordance with the Construction
10.2 Dispute Avoidance and Resolution Industry unless the Arbitration
mutually agree otherwise.
effect,
10.2.1 The parties are fully committed to working
with each other throughout the Project and agree to 10.3.2 The award of the arbitrator(s) shall be final
communicate regularly with each other at all times and binding upon the parties without the right of
so as to avoid or minimize disputes or appeal to the courts. Judgment may be entered
Page 15
DBIA Document No.535 $ Standard Form of General Conditions
of Contract Between Owner and Design-Builder
a 1998 Design-Build Institute of America
upon it in accordance with applicable law by any Article 11
court having jurisdiction thereof.
Stop Work and Termination for Cause
10.3.3 Design-Builder and Owner expressly agree
that any arbitration pursuant to this Section 10.3 11.1 Owner's Right to Stop Work
may be joined or consolidated with any arbitration
involving any other person or entity(i) necessary to 11.1.1 Owner may, without cause and for its
resolve the claim, dispute or controversy, or (ii) convenience,order Design-Builder in writing to stop
substantially involved in or affected by such claim, and suspend the Work. Such suspension shall not
dispute or controversy. Both Design-Builder and exceed sixty (60) consecutive days or aggregate
Owner will include appropriate provisions in all more than ninety(90)days during the duration of the
contracts they execute with other parties in Project.
connection with the Project to require such joinder or
consolidation. 11.1.2 Design-Builder is entitled to seek an
adjustment of the Contract Price and/or Contract
10.3.4 The prevailing party in any arbitration,or any Time(s) if its cost or time to perform the Work has
other final, binding dispute proceeding upon which been adversely impacted by any suspension of
the parties may agree, shall be entitled to recover stoppage of work by Owner.
from the other party reasonable attorneys'fees and
expenses incurred by the prevailing party. 11.2 Owner's Right to Perform and Terminate
for Cause
10.4 Duty to Continue Performance
11.2.1 If Design-Builder persistently fails to (i)
10.4.1 Unless provided to the contrary in the provide a sufficient number of skilled workers, (ii) .
Contract Documents, Design-Builder shall continue supply the materials required by the Contract
to perform the Work and Owner shall continue to Documents, (Hi) comply with applicable Legal
satisfy its payment obligations to Design-Builder, Requirements, (iv) timely pay, without cause,
pending the final resolution of any dispute or Design Consultants or Subcontractors,(v)prosecute
disagreement between Design-Builder and Owner. the Work with promptness and diligence to ensure
that the Work is completed by the Contract Time(s),
10.5 CONSEQUENTIAL DAMAGES as such times may be adjusted, or (vi) perform
material obligations under the Contract Documents,
10.5.1 NOTWITHSTANDING ANYTHING HEREIN then Owner, in addition to any other rights and
TO THE CONTRARY(EXCEPT AS SET FORTH IN remedies provided in the Contract Documents or by
SECTION 10.5.2 BELOW), NEITHER DESIGN- law, shall have the rights set forth in Sections 11.2.2
BUILDER NOR OWNER SHALL BE LIABLE TO and 11.2.3 below.
THE OTHER FOR ANY CONSEQUENTIAL
LOSSES OR DAMAGES, WHETHER ARISING IN 11.2.2 Upon the occurrence of an event set forth in
CONTRACT, WARRANTY, TORT (INCLUDING Section 11.2.1 above, Owner may provide written
NEGLIGENCE), STRICT LIABILITY OR notice to Design-Builder that it intends to terminate
OTHERWISE, INCLUDING BUT NOT LIMITED TO the Agreement unless the problem cited is cured,or
LOSSES OF USE, PROFITS, BUSINESS, commenced to be cured, within seven (7) days of
REPUTATION OR FINANCING. Design-Builder's receipt of such notice. If Design-
Builder fails to cure, or reasonably commence to
10.5.2 The consequential damages limitation set cure, such problem,then Owner may give a second
forth in Section 10.5.1 above is not intended to written notice to Design-Builder of its intent to
affect the payment of liquidated damages,if any,set terminate within an additional seven (7)day period.
forth in Article 5 of the Agreement, which both If Design-Builder,within such second seven(7)day
parties recognize has been established, in part, to period, fails to cure, or reasonably commence to
reimburse Owner for some damages that might cure, such problem, then Owner may declare the
otherwise be deemed to be consequential. Agreement terminated for default by providing
written notice to Design-Builder of such declaration.
DBIA Document No.535 $ Standard Form of General Conditions
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8 1998 Design-Build Institute of America
11.2.3 Upon declaring the Agreement terminated .2 Owner's failure to pay amounts
pursuant to Section 11.2.2 above,Owner may enter properly due under Design-Builder's
upon the premises and take possession, for the Application for Payment.
purpose of completing the Work, of all materials,
equipment, scaffolds, tools, appliances and other 11.3.2 Should any of the events set forth in Section
items thereon, which have been purchased or 11.3.1 above occur, Design-Builder has the right to
provided for the performance of the Work, all of provide Owner with written notice that Design-
which Design-Builder hereby transfers,assigns and Builder will stop work unless said event is cured
sets over to Owner for such purpose,and to employ within seven (7) days from Owner's receipt of
any person or persons to complete the Work and Design-Builder's notice. If Owner does not cure the
provide all of the required labor,services, materials, problem within such seven (7) day period, Design-
equipment and other items. In the event of such Builder may stop work. In such case, Design-
termination, Design-Builder shall not be entitled to Builder shall be entitled to make a claim for
receive any further payments under the Contract adjustment to the Contract Price and Contract
Documents until the Work shall be finally completed Time(s)to the extent it has been adversely impacted
in accordance with the Contract Documents. At by such stoppage.
such time, if the unpaid balance of the Contract
Price exceeds the cost and expense incurred by 11.4 Design-Builder's Right to Terminate for
Owner in completing the Work,such excess shall be Cause
paid by Owner to Design-Builder. Notwithstanding
the preceding sentence, if the Agreement 11.4.1 Design-Builder, in addition to any other
establishes a Guaranteed Maximum Price, Design- rights and remedies provided in the Contract
Builder will only be entitled to be paid for Work Documents or by law, may terminate the Agreement
performed prior to its default. If Owner's cost and for cause for the following reasons:
expense of completing the Work exceeds the
unpaid balance of the Contract Price,.then Design- .1 The Work has been stopped for sixty
(60) consecutive days, or more than
Builder shall S be obligated o pay the difference to ninety (90) days during the duration of
only Such costs and the shall include not the Project, because ofcourt order,
only the cost of completing the Work, but also any government authority having
losses, damages, costs and expense, including
attorneys'fees and expenses, incurred by Owner in jurisdiction over the Work,or orders by
connection with the reprocurement and defense of Owner under Section 11.1.1 hereof,
claims arising from Design-Builder's default,subject provided that such stoppages are not
to the waiver of consequential damages set forth in due to the acts or omissions of Design-
Section 10.5 hereof. Builder or anyone for whose acts
Design-Builder may be responsible.
11.2.4 If Owner improperly terminates the
Agreement for cause, the termination for cause will .2 Owner's failure to provide Design-
be converted to a termination for convenience in Builder with any information,permits or
accordance with the provisions of Article 8 of the approvals that are Owner's
Agreement. responsibility under the Contract
Documents which result in the Work
11.3 Design-Builder's Right to Stop Work being stopped for sixty (60)
consecutive days, or more than ninety
11.3.1 Design-Builder may,in addition to any other (90) days during the duration of the
rights afforded under the Contract Documents or at Project, even though Owner has not
law, stop work for the following reasons: ordered Design-Builder in writing to
stop and suspend the Work pursuant
.1 Owner's failure to provide financial to Section 11.1.1 hereof.
assurances as required under Section
3.3 hereof; or .3 Owner's failure to cure the problems
set forth in Section 11.3.1 above after
Design-Builder has stopped the Work.
DBIA Document No.535 S Standard Form of General Conditions
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a 1998 Design-Build Institute of America
11.4.2 Upon the occurrence of an event set forth in
Section 11.4.1 above, Design-Builder may provide 11.5.2 The rights and remedies under Section
written notice to Owner that it intends to terminate 11.5.1 above shall not be deemed to limit the ability
the Agreement unless the problem cited is cured,or of the non-Bankrupt Party to seek any other rights
commenced to be cured, within seven (7) days of and remedies provided by the Contract Documents
Owner's receipt of such notice. If Owner fails to or by law, including its ability to seek relief from any
cure, or reasonably commence to cure, such automatic stays under the United States Bankruptcy
problem, then Design-Builder may give a second Code or the right of Design-Builder to stop Work
written notice to Owner of its intent to terminate under any applicable provision of these General
within an additional seven (7)day period. If Owner, Conditions of Contract.
within such second seven (7) day period, fails to
cure, or reasonably commence to cure, such Article 12
problem, then Design-Builder may declare the
Agreement terminated for default by providing Miscellaneous
written notice to Owner of such declaration. In such
case, Design-Builder shall be entitled to recover in 12.1 Assignment
the same manner as if Owner had terminated the
Agreement for its convenience under Article 8 of the 12.1.1 Neither Design-Builder nor Owner shall,
Agreement. without the written consent of the other assign,
transfer or sublet any portion or part of the Work or
11.5 Bankruptcy of Owner or Design-Builder the obligations required by the Contract Documents.
11.5.1 If either Owner or Design-Builder institutes 12.2 Successorship
or has instituted against it a case under the United
States Bankruptcy Code (such party being referred 12.2.1 Design-Builder and Owner intend that the
to as the"Bankrupt Party"), such event may impair provisions of the Contract Documents are binding
or frustrate the Bankrupt Party's ability to perform its upon the parties, their employees, agents, heirs,
•
obligations under the Contract Documents. successors and assigns.
Accordingly, should such event occur.
12.3 Governing Law
.1 The Bankrupt Party, its trustee or other
successor, shall furnish, upon request 12.3.1 The Agreement and all Contract Documents
of the non-Bankrupt Party, adequate shall be governed by the laws of the place of the
assurance of the ability of the Bankrupt Project, without giving effect to its conflict of law
Party to perform all future material principles.
obligations under the Contract
Documents,which assurances shall be 12.4 Severability
provided within ten (10) days after
receiving notice of the request; and 12.4.1 If any provision or any part of a provision of
the Contract Documents shall be finally determined
.2 The Bankrupt Party shall file an to be superseded, invalid, illegal, or otherwise
appropriate action within the unenforceable pursuant to any applicable Legal
bankruptcy court to seek assumption Requirements, such determination shall not impair
or rejection of the Agreement within or otherwise affect the validity, legality, or
sixty (60) days of the institution of the enforceability of the remaining provision or parts of
bankruptcy filing and shall diligently the provision of the Contract Documents,which shall
prosecute such action. remain in full force and effect as if the unenforceable
provision or part were deleted.
If the Bankrupt Party fails to comply with its
foregoing obligations, the non-Bankrupt Party shall 12.5 No Waiver
be entitled to request the bankruptcy court to reject
the Agreement, declare the Agreement terminated 12.5.1 The failure of either Design-Builder or
and pursue any other recourse available to the non- Owner to insist, in any one or more instances, on
Bankrupt Party under this Article 11. the performance of any of the obligations required
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8 1998 Design-Build Institute of America
by the other under the Contract Documents shall not in person to the individual intended to receive such
be construed as a waiver or relinquishment of such notice, (ii) four (4) days after being sent by
obligation or right with respect to future registered or certified mail, postage prepaid to the
performance. address indicated in the Agreement or (Hi) if
transmitted by facsimile, by the time stated in a
12.6 Headings machine generated confirmation that notice was
received at the facsimile number of the intended
12.6.1 The headings used in these General recipient.
Conditions of Contract, or any other Contract
Document, are for ease of reference only and shall 12.8 Amendments
not in any way be construed to limit or alter the
meaning of any provision. 12.8.1 The Contract Documents may not be
changed, altered, or amended in any way except in
12.7 Notice writing signed by a duly authorized representative of
each party.
12.7.1 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
DBIA Document No.535 S Standard Form of General Conditions Page 19
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e 1998 Design-Build Institute of America
Hello