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Home My WebLink About20181997.tiffDEPARTMENT OF BUILDINGS AND GROUNDS PHONE: (970) 400-2020 FAX: (970) 304-6532 WEBSITE: www.co.weld.co.us 1105 H STREET P.O. BOX 758 GREELEY, COLORADO 80632 September 23, 2019 To: Board of County Commissioners From: Toby Taylor Subject: Southwest Booking Electronic Controls — Change Order 2 Weld County is constructing a new booking area at the Southwest Building. During construction, the Sheriff's Office has requested a change in scope. The original design concept was that the new booking area would be manned 24/7 and access to the Sally Port garage would be granted by a master control operator. However, the operational concept has changed to where the new booking area will not be manned 24/7. Therefore, a change order is requested to install a combination access to the new controls system so the Colorado State Patrol and Sheriff's Office can access the Sally Port after-hours to conduct breathalyzer testing inside. The cost of this change order is $11,081.11 and was presented on a pass around dated September 23, 2019 Therefore, Buildings & Grounds is recommending award to CML Security LLC for $11,081.11. If you have any questions, please contact me at extension 2023. Sincerely, Toby Taylor Director O9/30 6 6r- r Mcz- q-,�o-/9 aots- (3c9ooao BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Southwest Booking -- Security Controls Change Order DEPARTMENT: B&G DATE: 9-23-2019 PERSON REQUESTING: Toby Taylor Brief description of the problem/issue: Weld County is constructing a new booking area at the Southwest Building. During construction, the Sheriffs Office has requested a change in scope. The original design concept was that the new booking area would be manned 24/7 and access to the Sally Port garage would be granted by a master control operator. However, the operational concept has changed to where the new booking area will not be manned 24/7. Therefore, a change order is requested to install a combination access to the new controls system so the Colorado State Patrol and Sheriff's Office can access the Sally Port after-hours to conduct breathalyzer testing inside. The cost of this change order is $11,081.11 What options exist for the Board? (include consequences, impacts, costs, etc. of options): 1. Approve the change order request. 2. Disapprove the change order request. Recommendation: Approve change order request and the official change order will be added to an upcoming agenda for approval. Approve Recommendation Sean P. Conway Mike Freeman, Pro -Tern Scott K. James Barbara Kirkmeyer, Chair Steve Moreno Schedule Work Session Other/Comments: CONTRACT AGREEMENT AMENDMENT BETWEEN THE WELD COUNTY DEPARTMENT OF BUILDINGS & GROUNDS AND CML SECURITY LLC This Agreement Amendment ("Amendment"), made and entered into, day of2019, by and between the Board of Weld County Commissioners, on behalf of the Weld County Department of Buildings and Grounds, hereinafter referred to as the "Department", and CML Security, LLC hereinafter referred to as the "Contractor". WHEREAS the parties entered into an agreement (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2018-1997, approved on August 20, 2018. WHEREAS the parties hereby agree to amend the terms of the Original Agreement in accordance with the terms of the Original Agreement, which is incorporated by reference herein, NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Amendment, together with the Original Agreement, constitutes the entire understanding between the parties. The following change is hereby made to the Contract Documents: 1. Change Order 002Rev1, dated September 6, 2019 for the amount of $11,081.45 is hereby incorporated as an exhibit to the agreement and the terms are included in the Agreement. • All other terms and conditions of the Original Agreement remain unchanged. IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. CONTRACTOR: Keith Thoene Printed Name Signature ATTEST: Weld Co BY: dor/LA) Deputy Clerk to .J e Bo APPROVED AS TO FUNDING: 1a21 -6216I Controller APPR VED AS TO FORM: S County Attorney BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORAI Barbara Kirkmeyer, C : i SEP 3 0 2019 APPROVED AS ND SUBSTANCE: ElectOfficial or Department Head 020 /8r- /997 Quoted To Company: Attn: Address: Phone: Email: Weld County Curtis Naibauer 1105 H Street PO Box 758; Greeley, CO 80632 970-400-2027 cnaibauer©Nyeldgov.com CHANGE ESTIMATE #: Submitted Date: 9/6/2019 Submitted By: Kyle Struna 2Rev1 Project Name: Weld County SWSC SEC Project Address: 4209 WCR 24-1/2 Longmont, CO Client Project #: CML Project #: 1306 Documents Referenced: Email request and site walk discussion with Owner's representatives dated 8-20-19. Quotation Summary: This quotation acknowledges the following impacts to scope: > Keypads to be furnished/installed at (2) locations; Close -button operators to be furnished/installed at (4) locations. Functionality to be both stand alone and tied to new SEC control system. > Installation locations approximate to Architectural Mark Sally Port 008: (2 KPs) exterior pedestal located at entry roll -up door, (2 CBs) interior Sally Port 008, (2 CBs) exterior pedestal located at exit roll -up door Note: To minimize labor costs for, this quotation assumes approval prior to ship to site / installation, as to allow for programming and testing while in CML shop. Inclusions: As outlined in the Quotation Summary section, the following are subject to cost: CML to furnish, install, and integrate the following materials to the SEC system: > (2ct) Key pads and pedestal housing - exterior > (4ct) Single -button close operators - interior/exterior; exterior locations to receive pedestal housing > (1ct) double -gang pedestal > Security electronics engineering, integration into headend system, updated programming to HMI, updated CAD drawings, testing/troubleshooting, field installation Exclusions: Exclusions include, but are not limited to: Anything not expressly outlined in the inclusions section. Demolition, hazardous material and garbage disposal, conduit, grout, sealants, caulk, grout, finish work, concrete work of any kind, high -voltage work of any kind, structural engineering, light fixtures, MEP fixtures sprinkler fixtures, ceiling fixtures of any kind, fencing work of any kind, replacement of roll -up doors, roll -up doors sensors, storage, raceways, painting, temporary power, 3D modelling, call lights, fire systems, DEC materials/installation, Total (Pricing Valid -for 30 Days): 11,031.45 Approved By (Print Name) Signature of Authorized Representative Date CORPORATE HEADQUARTERS ! 1785 WEST 160T" AVE., SUITE 700 I BROOMFIELD, CO 80023 I P. 720 466 3650 I F. 720 438 7573 ( www.cmisecurity.us SAN ANTONIO REGIONAL OFFICE 116103 UNIVERSITY OAK, SUITE 200 I SAN ANTONIO, TX 78249 1 P. 210 467 9255 1 CHANGE ESTIMATE #: Submitted Date: 9/6/2019 Submitted By: Kyle Struna 02Revi LABOR INFORMATION Classification: Number of Workers: Duration (Hours): Total Hours: Wage Rate: Total: Security Electronics Engineer 1 2 2.00 $ 70.31 $ 140.62 Programmer: 1 8 8.00 $ 132.72 $ 1,061.75 Cad / Draftsman 1 4 4.00 $ 117.59 $ 470.37 SEC Forman: 1 16 16.00 $ 137.49 $ 2,199.84 SEC Technician: 1 16 16.00 $ 130.67 $ 2,090.73 Electronics Shop Technician: 1 2 2.00 $ 78.77 $ 157.53 Total # of Workers: 6 Total Hours: 48 Labor Subtotal: $ 6,120.85 15% Overhead & Profit: Labor Total: $ 918.13 $ 7,038.98 MATERIAL INFORMATION Description: Quantity/SgFt: Unit Cost: Total: 72-DSP-3-12-12 72" Dual Pad Mount Pedestal 1 $ 592.99 $ 592.99 Lando -CS -10x8 -E 10"x8" landscape Steel Housing 2 $ 222.99 $ 445.98 DK-12 Digital Keypad 2 $ 193.00 $ 386.00 Weather Pedestal Housing 4 $ 38.00 $ 152.00 Weather Cover - Clear 4 $ 52.00 $ 208.00 CIB2 Switch, call -in, 1 -gang, stainless, vandal resistant (close -button operator) 4 $ 30.00 $ 120.00 Estimated Freight & Boxing 1 $ 250.00 $ 250.00 Material Subtotal: $ 2,154.97 8.85% 15% Tax: Overhead & Profit: Material Total: $ 190.71 $ 351.85 $ 2,697.54 TOOLS & EQUIPMENT INFORMATION Description: , y3 Y , Quantity: Unit Cost: Total: Consumables - 3% Labor Cost 1 $ 211.17 $ 211.17 Small Tools - 2% Labor Cost 1 $ 140.78 $ 140.78 Wire, Cabling 1 $ 150.00 $ 150.00 Custom Engraving: "Close Roll Up" 3 $ 25.00 $ 75.00 Powdercoat Services 3 $ 125.00 $ 375.00 Equipment Sub Total: $ 951.95 8.85% Tax: 15% Overhead & Profit: Equipment Total: $ 84.25 $ 155.43 $ 1,191.63 SUMMARY INFORMATION 0.25% 1.15% Labor Total: Material Total: Equipment Total: Insurance: Sub Total: Bond: Grand Total: $ 7,038.98 $ 2,697.54 $ 1,191.63 $ 27.32 $ 10,955.46 $ 125.99 $ 11,081.45 CORPORATE HEADQUARTERS 1785 WEST 160TH AVE., SUITE 700 1 BROOMFIELD, CO 80023 P. 720 466 3650 I F. 720 438 7573 I www.cmisecurity.us SAN ANTONIO REGIONAL OFFICE 116103 UNIVERSITY OAI<, SUITE 200 I SAN ANTONIO, TX 78249 I P. 210 467 9255 2 DEPARTMENT OF BUILDINGS AND GROUNDS PHONE: (970) 304-6531 FAX: (970) 304-6532 WEBSITE: www.co.weld.co.us 1105 H STREET P.O. BOX 758 GREELEY, COLORADO 80632 January 9, 2019 To: Board of County Commissioners From: Toby Taylor Subject: Southwest Building Controls Design — Change Order 1 CML Security was awarded contract (2018-1997) to perform design services for Security Electronic Controls for the booking remodel at the Southwest Service Center. After design was complete, it was realized other changes were needed to allow for an isolation cell. This changes the scope of the original contract also changes the scope for the Security Electronic Controls. Therefore, a change order is warranted to compensate for the additional equipment & work. The amount of the Change Order is $1,282.69. Therefore, Buildings & Grounds is recommending approval of this change order. If you have any questions, please contact me at extension 2023. Sincerely, Toby Taylor Director c�� s(-r-r aa) g - ►aq 7 t -1 CONTRACT AGREEMENT AMENDMENT BETWEEN THE WELD COUNTY DEPARTMENT OF BUILDINGS & GROUNDS AND CML SECURITY LLC This Agreement Amendment ("Amendment"), made and entered into Bf day ofaIN• , 2019, by and between the Board of Weld County Commissioners, on behalf of the Weld County Department of Buildings and Grounds, hereinafter referred to as the "Department", and CML Security, LLC hereinafter referred to as the "Contractor". WHEREAS the parties entered into an agreement (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2018-1997, approved on August 20, 2018. WHEREAS the parties hereby agree to amend the terms of the Original Agreement in accordance with the terms of the Original Agreement, which is incorporated by reference herein, NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Amendment, together with the Original Agreement, constitutes the entire understanding between the parties. The following change is hereby made to the Contract Documents: 1. Change Order 001R0, dated January 3, 2019 for the amount of $1,282.69 is hereby incorporated as an exhibit to the agreement and the terms are included in the Agreement. • All other terms and conditions of the Original Agreement remain unchanged. IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. CONTRACTOR: C/VL ,SEcu,eiTV Printe ddriluov �...rrf,.,: ure ATTEST: Weld rk to the Board BY: Deputy Clerk ' the Controller County Attorney BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Barbara Kirkmeyer, Chai -JANizitinAjztp..; 42019 APPROVED AS Ti UBSTANCE: Official or Department Head VED AS TFORM: 070/f - /'r7 Exhibit A CML Quoted Weld Attn: 1105 Phone: Fax: SECURITY To: County Toby Taylor, H Street, 970-400-2023 970-304-6532 security I 400 YOUNG Director PO Box 758; COURT, Greeley, CHANGE UNIT 1 I ERIE, CO 80516 I P. 720 466 3650 I F. 720 438 7573 CO 80632 Pricing valid for thirty (30) days from the Weld date ESTIMATE County of SW CML Submitted quotation #: SC Booking Intake Electronic Controls 4209 Longmont, Project ft: Date: Thursday, January Submitted By: and thereafter will be subject 001R0 Remodel WCR 24-1/2 CO 80504 1306 3, 2019 Kyle Struna to revision. this DOCUMENTS REFERENCED: Weld County SW Service Center Current -A-1.01 QUOTATION SUMMARY: Time and materials associated with security electronics design modfiications per revised Arch:iectual drawings, received 12-19-18. INCLUSIONS: Materials: consumables revisions Programming to incorporate new devices into GUI and PLC of new devices (wiring, installation, terminations, etc) > (2ct) intercoms > Wiring to devices > Miscellaneous Time/Labor: > CAD - drawing > Security Electronics > Installation EXCLUSIONS: DEC scope work; locks, equipment, hollow metal, etc TOTAL COST: $ 1,282.69 Accepted By: Printed Name: Signature: Date: PAGE 1OF3 ("fiEril s e c CML SECURITY 1400 YOUNG Quoted To: Weld County Attn: Toby Taylor, Director 1105 H Street, PO Box Phone: 970-400-2023 Fax: 970-304-6532 u 758; r COURT, Greeley, i CHANGE t y UNIT 1 I ERIE, CO 80516 I P. 720 466 3650 I F. 720 438 7573 CO 80632 Weld ESTIMATE County SW SC Booking CML Project Submitted Submitted #: 001R0 Intake Electronic Controls 4209 WCR Longmont, CO 1$: Date: Thursday, January By: Kyle Remodel 24-1/2 80504 1306 3, 2019 Struna LABOR INFORMATION: Classification: Number of Workers: Duration (Hours): Total Hours: I Wage Rate: j Total: Programmer / Software Developer: 1 1 1.00 $ 135.63 $ 135.63 Cad / Draftsman 1 1 1.00 $ 97.83 $ 97.83 SEC Technician: 1 4 4.00 $ 124.38 $ 497.54 Total H of Workers: 3 Total Hours: 6 Labor Subtotal: $ 731.00 Sub Total: $ 731.00 15% Profit: $ 109.65 Labor Total: $ 840.65 MATERIAL INFORMATION: Model / Part U: Description: Quantity: Unit Cost: Total: VPCS2GPB2 Intercom Station - Vandal Proof w/ Cone Loudspeaker, Call Switch & 15V Transformer 2 $ 120.00 $ 240.00 0 $ $- - 0 $ - $ 0 $ - $ 0 $ - $ - 0 $ - $ - 0 $ - $ - 0 $ - $ - 0 $ - $ - 0 $ - $ F - 0 $ - $ - 0 $ - $ - 0 $ - $ - - 0 $ - $ - $ - -$ $ - 0 $ - - - 0 $ $ - 0 $ $ - 0 $ - $ - 0 $ - $ - 0 $ - $ - 0 $ - $ - o S - $ 0 $ - $ - $ - $ Material Subtotal: $ 240.00 $ 20.44 8.52% Sales Tax: Sub Total: 15% Overhead & Profit Material Total: S 260.44 $ 39.07 5 299.50 PAGE 2 OF 3 CHANGE ESTIMATE #: 001R0 CML Quoted Weld Attn: 1105 Phone: Fax: e e c SECURITY 1400 YOUNG To: County Toby Taylor, Director H Street, PO Box 970.400-2023 970-304-6532 u 758; r COURT, Greeley, i i y UNIT 1 I ERIE, CO 80516 I P. 720 466 3650 I F. 720 438 7573 CO 80632 Weld County SW CML Submitted Submitted SC Booking Project Date: By: Intake Electronic Controls Remodel 4209 WCR Longmont, CO It: Thursday, January Kyle 24-1/2 3, Struna 80504 1306 2019 TOOLS & EQUIPMENT INFORMATION: Model / Part I: Description: Qty: Unit Cost: Total: Lump Sum Wire, wire nuts, fasteners, tools, miscellaneous consumables 1 $ 100.00 $ 100.00 0 $ - $ _ - 0 $ - $ - 0 $ - S - 0 - 0 $ - $ - 0 $ - $ 0 $ - $ - 0 $ - $ - 0 $ - $ - 0 $ - $ - - 0 $ $ - — - 0 $ - $ Equipment Sub Total: $ 100.00 8.52% Sales Tax: $ 8.52 Sub Total: $ 108.52 15% Overhead & Profit: $ 16.28 Equipment Total: $ 124.79 SUBCONTRACTORS INFORMATION: Quote SS: Subcontractor: WY: Unit Cost: Total: 0 $ - - _ 0 $ - $ - 0 $ - $- 0 $ - $ - 0 $ - $- 0 $ - $ - 0 $ - $ - 0 $ - $ - 0 $ - $ - 0 $ - $ - 0 $ - $ - 0 S - $ - 0 $ - $ - 0 $ - $ - Subcontractor Sub Total: $ - 5% Overhead & Profit: $ - Subcontractor Total: $ - SUMMARY INFORMATION: Labor Total: $ 840.65 Material Total: $ 299.50 Equipment Total: $ 124.79 Subcontractor Total: $ - Sub Total: $ 1,264.94 0.25°6 Insurance: $ 3.16 Sub Total: $ 1,268.11 1.15% Bond: $ 14.58 Grand Total: $ 1,282.69 PAGE 3 OF 3 Init. 'AI°.J Document A141TM 2014 Standard Form of Agreement Between Owner and Design -Builder AGREEMENT made as of the 17th day of July in the year 2018 (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal status, address and other information) Weld County, Colorado, Buildings and Grounds Department 1150 O Street Greeley, CO 80631 and the Design -Builder: (Name, legal status, address and other information) CML Security, LLC 400 Young Court, Unit 1 Erie, CO 80516 Telephone Number: (720) 466-3650 Fax Number: (720) 438-7573 for the following Project: (Name, location and detailed description) Weld County SW Service Center Booking Intake Remodel - Electronic Controls 4209 WCR 24-1/2 Longmont, CO The Weld County Southwest Service Center is located at 4209 WCR 24 14, Longmont, CO. There is an existing space that will be reconfigured to house two holding cells and various Sheriffs Office functions. All perimeter and holding cell doors will utilize detention grade doors, frames & electrified hardware (provided by others) with intercoms and cameras (provided by Security Electronic Controls contractor). The Owner and Design -Builder agree as follows. ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Consultation with an attorney is also encouraged with respect to professional licensing requirements in the jurisdiction where the Project is located. AIA Document A141'. — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48:23 on 07/17/2018 under Order No. 2466920655 which expires on 07/17/2019, and is not for resale User Notes: QCDC T T(SC) GC+: ',��' /-/4- /1 0.&/7,74.)?7 ��oo� TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 COMPENSATION AND PROGRESS PAYMENTS 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN -BUILD CONTRACT 4 WORK PRIOR TO EXECUTION OF THE DESIGN -BUILD AMENDMENT 5 WORK FOLLOWING EXECUTION OF THE DESIGN -BUILD AMENDMENT 6 CHANGES IN THE WORK 7 OWNER'S RESPONSIBILITIES 8 TIME 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 UNCOVERING AND CORRECTION OF WORK 12 COPYRIGHTS AND LICENSES 13 TERMINATION OR SUSPENSION 14 CLAIMS AND DISPUTE RESOLUTION 15 MISCELLANEOUS PROVISIONS 16 SCOPE OF THE AGREEMENT TABLE OF EXHIBITS A DESIGN -BUILD AMENDMENT B INSURANCE AND BONDS C SUSTAINABLE PROJECTS ARTICLE 1 GENERAL PROVISIONS § 1.1 Owner's Criteria This Agreement is based on the Owner's Criteria set forth in this Section I . I . (Vote the disposition for the following items by inserting the requested information or a statement such as "not applicable" or "unknown at time of execution. " if the Owner intends to provide a set of design documents, and the requested information is contained in the design documents, identify the design documents and insert "see Owner's design documents" where appropriate.) § 1.1.1 The Owner's program for the Project: (Set forth the program, identify documentation in which the program is set forth, or state the manner in which the program will be developed.) N/A Init. AIA Document A141 r" — 2014. Copyright © 2004 and 2014 by The American institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48 23 on 07/17/2018 under Order No. 2466920655 which expires on 07/17/2019, and is not for resale User Notes: (3B9ADA2E) § 1.1.2 The Owner's design requirements for the Project and related documentation: (Identify below, or in an attached exhibit, the documentation that contains the Owner's design requirements, including any performance specifications for the Project) See Exhibit B § 1.1.3 The Project's physical characteristics: (Identify or describe. if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports: site. boundary and topographic surveys; traffic and utility studies: availability of public and private utilities and services; legal description of the site: etc.) N/A § 1.1.4 The Owner's anticipated Sustainable Objective for the Project, if any: (Identify the Owner's Sustainable Objective ,for the Project such as Sustainability Certification, benefit to the environment, enhancement to the health and well-being of building occupants, or improvement of energy efficiency. If the Owner identifies a Sustainable Objective, incorporate . II. -1 Document .1141FM-2014. Exhibit C. Sustainable Projects, into this Agreement to define the terms, conditions and Work related to the Owner's Sustainable Objective.) N/A § 1.1.5 Incentive programs the Owner intends to pursue for the Project, including those related to the Sustainable Objective, and any deadlines for receiving the incentives that are dependent on, or related to, the Design -Builder's services, are as follows: (Identify incentive programs the Owner intends to pursue for the Project and deadlines for submitting or applying for the incentive programs.) N/A § 1.1.6 The Owner's budget for the Work to be provided by the Design -Builder is set forth below: (Provide total for Owner's budget, and if known, a line item breakdown of costs.) N/A § 1.1.7 The Owner's design and construction milestone dates: .1 Design phase milestone dates: .2 Submission of Design -Builder Proposal: June 22, 2018 .3 Phased completion dates: TBD .4 Substantial Completion date: .5 Other milestone dates: TBD Init. AIA Document A141 T" — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48:23 on 07/17/2018 under Order No. 2466920655 which expires on 07/17/2019, and is not for resale. User Notes: (389ADA2E) § 1.1.8 The Owner requires the Design -Builder to retain the following Architect, Consultants and Contractors at the Design -Builder's cost: (List name, legal status, address and other information.) .1 Architect .2 Consultants .3 Contractors § 1.1.9 Additional Owner's Criteria upon which the Agreement is based: (identify special characteristics or needs of the Project not identified elsewhere. such as historic preservation requirements.) See Exhibit A and B. § 1.1.10 The Design -Builder shall confirm that the information included in the Owner's Criteria complies with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. § 1.1.10.1 If the Owner's Criteria conflicts with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design -Builder shall notify the Owner of the conflict. § 1.1.11 If there is a change in the Owner's Criteria, the Owner and the Design -Builder shall execute a Modification in accordance with Article 6. § 1.1.12 If the Owner and Design -Builder intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. Unless otherwise agreed, the parties will use ALA Document E203T"-2013 to establish the protocols for the development, use, transmission, and exchange of digital data and building information modeling. § 1.2 Project Team § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.1: (List name, address and other information.) § 1.2.2 The persons or entities, in addition to the Owner's representative, who are required to review the Design - Builder's Submittals are as follows: (List name, address and other information.) § 1.2.3 The Owner will retain the following consultants and separate contractors: (List discipline, scope of work, and if —known, identify by name and address.) Init. MA Document A141 r" 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48:23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019, and is not for resale User Notes: (3B9ADA2E) § 1.2.4 The Design -Builder identifies the following representative in accordance with Section 3.1.2: (List name, address and other information.) § 1.2.5 Neither the Owner's nor the Design -Builder's representative shall be changed without ten days' written notice to the other party. § 1.3 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Section 14.3, the method of binding dispute resolution shall be the following: (Check the appropriate box. if the Owner and Design -Builder do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.) [ ] Arbitration pursuant to Section 14.4 [ X ] Litigation in a court of competent jurisdiction [ ] Other: (Specify) § 1.4 Definitions § 1.4.1 Design -Build Documents. The Design -Build Documents consist of this Agreement between Owner and Design -Builder and its attached Exhibits (hereinafter, the "Agreement"); other documents listed in this Agreement; and Modifications issued after execution of this Agreement. A Modification is (I) a written amendment to the Contract signed by both parties, including the Design -Build Amendment, (2) a Change Order, or (3) a Change Directive. § 1.4.2 The Contract. The Design -Build Documents form the Contract. The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Design -Build Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Design -Builder. § 1.4.3 The Work. The term "Work" means the design, construction and related services required to fulfill the Design - Builder's obligations under the Design -Build Documents, whether completed or partially completed, and includes all labor, materials, equipment and services provided or to be provided by the Design -Builder. The Work may constitute the whole or a part of the Project. § 1.4.4 The Project. The Project is the total design and construction of which the Work performed under the Design - Build Documents may be the whole or a part, and may include design and construction by the Owner and by separate contractors. § 1.4.5 Instruments of Service. Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Design -Builder, Contractor(s), Architect, and Consultant(s) under their respective agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, digital models and other similar materials. Init. AIA Document A141 T°^ - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48:23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019. and is not for resale. User Notes: (3B9ADA2E) § 1.4.6 Submittal. A Submittal is any submission to the Owner for review and approval demonstrating how the Design -Builder proposes to conform to the Design -Build Documents for those portions of the Work for which the Design -Build Documents require Submittals. Submittals include, but are not limited to, shop drawings, product data, and samples. Submittals are not Design -Build Documents unless incorporated into a Modification. § 1.4.7 Owner. The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Design -Build Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative. § 1.4.8 Design -Builder. The Design -Builder is the person or entity identified as such in the Agreement and is referred to throughout the Design -Build Documents as if singular in number. The term "Design -Builder" means the Design - Builder or the Design -Builder's authorized representative. § 1.4.9 Consultant. A Consultant is a person or entity providing professional services for the Design -Builder for all or a portion of the Work, and is referred to throughout the Design -Build Documents as if singular in number. To the extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to provide the required professional services. § 1.4.10 Architect. The Architect is a person or entity providing design services for the Design -Builder for all or a portion of the Work, and is lawfully licensed to practice architecture in the applicable jurisdiction. The Architect is referred to throughout the Design -Build Documents as if singular in number. § 1.4.11 Contractor. A Contractor is a person or entity performing all or a portion of the construction, required in connection with the Work, for the Design -Builder. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor is referred to throughout the Design -Build Documents as if singular in number and means a Contractor or an authorized representative of the Contractor. § 1.4.12 Confidential Information. Confidential Information is information containing confidential or business proprietary information that is clearly marked as "confidential." § 1.4.13 Contract Time. Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, as set forth in the Design -Build Amendment for Substantial Completion of the Work. § 1.4.14 Day. The term "day" as used in the Design -Build Documents shall mean calendar day unless otherwise specifically defined. § 1.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design -Builder for performance of the Work after execution of the Design -Build Amendment, as identified in Article A. I of the Design -Build Amendment. ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS § 2.1 Compensation for Work Performed Prior To Execution of Design -Build Amendment § 2.1.1 Unless otherwise agreed, payments for Work performed prior to Execution of the Design -Build Amendment shall be made monthly. For the Design -Builder's performance of Work prior to the execution of the Design -Build Amendment, the Owner shall compensate the Design -Builder as follows: (Insert amount of or basis for, compensation, including compensation for any Sustainability Services, or indicate the exhibit in which the information is provided. If there will be a limit on the total amount of compensation for Work performed prior to the execution of the Design -Build . imendment, state the amount of the limit.) See Exhibit B. § 2.1.2 The hourly billing rates for services of the Design -Builder and the Design -Builder's Architect, Consultants and Contractors, if any, are set forth below. (If applicable, attach an exhibit of hourly billing rates or insert them below.) Init. AIA Document A141'" - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48'23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019, and is not for resale User Notes: (3B9ADA2E) Individual or Position Rate § 2.1.3 Compensation for Reimbursable Expenses Prior To Execution of Design -Build Amendment § 2.1.3.1 Reimbursable Expenses are in addition to compensation set forth in Section 2.1.1 and 2.1.2 and include expenses, directly related to the Project, incurred by the Design -Builder and the Design -Builder's Architect, Consultants, and Contractors, as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Dedicated data and communication services, teleconferences, Project web sites, and extranets; .3 Fees paid for securing approval of authorities having jurisdiction over the Project; .4 Printing, reproductions, plots, standard form documents; .5 Postage, handling and delivery; .6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; .7 Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the Owner; .8 All taxes levied on professional services and on reimbursable expenses; and .9 Other Project -related expenditures, if authorized in advance by the Owner. § 2.1.3.2 For Reimbursable Expenses, the compensation shall be the expenses the Design -Builder and the Design - Builder's Architect, Consultants and Contractors incurred, plus an administrative fee of percent ( %) of the expenses incurred. § 2.1.4 Payments to the Design -Builder Prior To Execution of Design -Build Amendment § 2.1.4.1 Payments are due and payable upon presentation of the Design -Builder's invoice. Amounts unpaid days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Design -Builder. (Insert rate of monthly or annual interest agreed upon.) % § 2.1.4.2 Records of Reimbursable Expenses and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times for a period of two years following execution of the Design -Build Amendment or termination of this Agreement, whichever occurs first. § 2.2 Contract Sum and Payment for Work Performed After Execution of Design -Build Amendment For the Design -Builder's performance of the Work after execution of the Design -Build Amendment, the Owner shall pay to the Design -Builder the Contract Sum in current funds as agreed in the Design -Build Amendment. ARTICLE 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN -BUILD CONTRACT § 3.1 General § 3.1.1 The Design -Builder shall comply with any applicable licensing requirements in the jurisdiction where the Project is located. § 3.1.2 The Design -Builder shall designate in writing a representative who is authorized to act on the Design - Builder's behalf with respect to the Project. § 3.1.3 The Design -Builder shall perform the Work in accordance with the Design -Build Documents. The Design - Builder shall not be relieved of the obligation to perform the Work in accordance with the Design -Build Documents by the activities, tests, inspections or approvals of the Owner. § 3.1.3.1 The Design -Builder shall perform the Work in compliance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design -Builder performs Work contrary to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, the Design -Builder shall assume responsibility for such Work and shall bear the costs attributable to correction. § 3.1.3.2 Neither the Design -Builder nor any Contractor, Consultant, or Architect shall be obligated to perform any act which they believe will violate any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful Init. AIA Document A141'"" — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18 48:23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019. and is not for resale. User Notes: (3B9ADA2E) orders of public authorities. If the Design -Builder determines that implementation of any instruction received from the Owner, including those in the Owner's Criteria, would cause a violation of any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design -Builder shall notify the Owner in writing. Upon verification by the Owner that a change to the Owner's Criteria is required to remedy the violation, the Owner and the Design -Builder shall execute a Modification in accordance with Article 6. § 3.1.4 The Design -Builder shall be responsible to the Owner for acts and omissions of the Design -Builder's employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Work. § 3.1.5 General Consultation. The Design -Builder shall schedule and conduct periodic meetings with the Owner to review matters such as procedures, progress, coordination, and scheduling of the Work. § 3.1.6 When applicable law requires that services be performed by licensed professionals, the Design -Builder shall provide those services through qualified, licensed professionals. The Owner understands and agrees that the services of the Design -Builder's Architect and the Design -Builder's other Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design -Builder. § 3.1.7 The Design -Builder, with the assistance of the Owner, shall prepare and file documents required to obtain necessary approvals of governmental authorities having jurisdiction over the Project. § 3.1.8 Progress Reports § 3.1.8.1 The Design -Builder shall keep the Owner informed of the progress and quality of the Work. On a monthly basis, or otherwise as agreed to by the Owner and Design -Builder, the Design -Builder shall submit written progress reports to the Owner, showing estimated percentages of completion and other information identified below: .1 Work completed for the period; .2 Project schedule status; .3 Submittal schedule and status report, including a summary of outstanding Submittals; .4 Responses to requests for information to be provided by the Owner; .5 Approved Change Orders and Change Directives; .6 Pending Change Order and Change Directive status reports; .7 Tests and inspection reports; .8 Status report of Work rejected by the Owner; .9 Status of Claims previously submitted in accordance with Article 14; .10 Cumulative total of the Cost of the Work to date including the Design -Builder's compensation and Reimbursable Expenses, if any; .11 Current Project cash -flow and forecast reports; and .12 Additional information as agreed to by the Owner and Design -Builder. § 3.1.8.2 In addition, where the Contract Sum is the Cost of the Work with or without a Guaranteed Maximum Price, the Design -Builder shall include the following additional information in its progress reports: .1 Design -Builder's work force report; .2 Equipment utilization report; and .3 Cost summary, comparing actual costs to updated cost estimates. § 3.1.9 Design -Builder's Schedules § 3.1.9.1 The Design -Builder, promptly after execution of this Agreement, shall prepare and submit for the Owner's information a schedule for the Work. The schedule, including the time required for design and construction, shall not exceed time limits current under the Design -Build Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Design -Build Documents, shall provide for expeditious and practicable execution of the Work, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. § 3.1.9.2 The Design -Builder shall perform the Work in general accordance with the most recent schedules submitted to the Owner. Init. AIA Document A141 rM — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48:23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019. and is not for resale. User Notes: (3B9ADA2E) § 3.1.10 Certifications. Upon the Owner's written request, the Design -Builder shall obtain from the Architect, Consultants, and Contractors, and furnish to the Owner, certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and belief, the documents or services to which the certifications relate (i) are consistent with the Design -Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Design -Builder's Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services. § 3.1.11 Design -Builder's Submittals § 3.1.11.1 Prior to submission of any Submittals, the Design -Builder shall prepare a Submittal schedule, and shall submit the schedule for the Owner's approval. The Owner's approval shall not unreasonably be delayed or withheld. The Submittal schedule shall (1) be coordinated with the Design -Builder's schedule provided in Section 3.1.9.1, (2) allow the Owner reasonable time to review Submittals, and (3) be periodically updated to reflect the progress of the Work. If the Design -Builder fails to submit a Submittal schedule, the Design -Builder shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of Submittals. § 3.1.11.2 By providing Submittals the Design -Builder represents to the Owner that it has (I) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such Submittals with the requirements of the Work and of the Design -Build Documents. § 3.1.11.3 The Design -Builder shall perform no portion of the Work for which the Design -Build Documents require Submittals until the Owner has approved the respective Submittal. § 3.1.11.4 The Work shall be in accordance with approved Submittals except that the Design -Builder shall not be relieved of its responsibility to perform the Work consistent with the requirements of the Design -Build Documents. The Work may deviate from the Design -Build Documents only if the Design -Builder has notified the Owner in writing of a deviation from the Design -Build Documents at the time of the Submittal and a Modification is executed authorizing the identified deviation. The Design -Builder shall not be relieved of responsibility for errors or omissions in Submittals by the Owner's approval of the Submittals. § 3.1.11.5 All professional design services or certifications to be provided by the Design -Builder, including all drawings, calculations, specifications, certifications, shop drawings and other Submittals, shall contain the signature and seal of the licensed design professional preparing them. Submittals related to the Work designed or certified by the licensed design professionals, if prepared by others, shall bear the licensed design professional's written approval. The Owner and its consultants shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. § 3.1.12 Warranty. The Design -Builder warrants to the Owner that materials and equipment furnished under the Contract will be of good quality and new unless the Design -Build Documents require or permit otherwise. The Design -Builder further warrants that the Work will conform to the requirements of the Design -Build Documents and will be free from defects, except for those inherent in the quality of the Work or otherwise expressly permitted by the Design -Build Documents. Work, materials, or equipment not conforming to these requirements may be considered defective. The Design -Builder's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Design -Builder, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Owner, the Design -Builder shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.1.13 Royalties, Patents and Copyrights § 3.1.13.1 The Design -Builder shall pay all royalties and license fees. § 3.1.13.2 The Design -Builder shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and its separate contractors and consultants harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or Init. MA Document A141 T"" - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48.23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019and is not for resale User Notes: (3B9ADA2E) manufacturers is required by the Owner, or where the copyright violations are required in the Owner's Criteria. However, if the Design -Builder has reason to believe that the design, process or product required in the Owner's Criteria is an infringement of a copyright or a patent, the Design -Builder shall be responsible for such loss unless such information is promptly furnished to the Owner. If the Owner receives notice from a patent or copyright owner of an alleged violation of a patent or copyright, attributable to the Design -Builder, the Owner shall give prompt written notice to the Design -Builder. § 3.1.14 Indemnification § 3.1.14.1 To the fullest extent permitted by law, the Design -Builder shall indemnify and hold harmless the Owner, including the Owner's agents and employees, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, but only to the extent caused by the negligent acts or omissions of the Design -Builder, Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.1.14. § 3.1.14.2 The indemnification obligation under this Section 3.1.14 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for Design -Builder, Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by them, under workers' compensation acts, disability benefit acts or other employee benefit acts. § 3.1.15 Contingent Assignment of Agreements § 3.1.15.1 Each agreement for a portion of the Work is assigned by the Design -Builder to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause, pursuant to Sections 13.1.4 or 13.2.2, and only for those agreements that the Owner accepts by written notification to the Design -Builder and the Architect, Consultants, and Contractors whose agreements are accepted for assignment; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of an agreement, the Owner assumes the Design -Builder's rights and obligations under the agreement. § 3.1.15.2 Upon such assignment, if the Work has been suspended for more than 30 days, the compensation under the assigned agreement shall be equitably adjusted for increases in cost resulting from the suspension. § 3.1.15.3 Upon such assignment to the Owner under this Section 3.1.15, the Owner may further assign the agreement to a successor design -builder or other entity. If the Owner assigns the agreement to a successor design - builder or other entity, the Owner shall nevertheless remain legally responsible for all of the successor design - builder's or other entity's obligations under the agreement. § 3.1.16 Design -Builder's Insurance and Bonds. The Design -Builder shall purchase and maintain insurance and provide bonds as set forth in Exhibit B. ARTICLE 4 WORK PRIOR TO EXECUTION OF THE DESIGN -BUILD AMENDMENT § 4.1 General § 4.1.1 Any information submitted by the Design -Builder, and any interim decisions made by the Owner, shall be for the purpose of facilitating the design process and shall not modify the Owner's Criteria unless the Owner and Design -Builder execute a Modification. § 4.1.2 The Design -Builder shall advise the Owner on proposed site use and improvements, selection of materials, and building systems and equipment. The Design -Builder shall also provide the Owner with recommendations, consistent with the Owner's Criteria, on constructability; availability of materials and labor; time requirements for procurement, installation and construction; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life -cycle data, and possible cost reductions. § 4.2 Evaluation of the Owner's Criteria Init. AIA Document A141'"' - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 10 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:4823 on 07/17/2018 under Order No. 2466920655 which expires on 07/17/2019, and is not for resale. User Notes: (3B9ADA2E) § 4.2.1 The Design -Builder shall schedule and conduct meetings with the Owner and any other necessary individuals or entities to discuss and review the Owner's Criteria as set forth in Section 1.1.The Design -Builder shall thereafter again meet with the Owner to discuss a preliminary evaluation of the Owner's Criteria. The preliminary evaluation shall address possible alternative approaches to design and construction of the Project and include the Design - Builder's recommendations, if any, with regard to accelerated or fast -track scheduling, procurement, or phased construction. The preliminary evaluation shall consider cost information, constructability, and procurement and construction scheduling issues. § 4.2.2 After the Design -Builder meets with the Owner and presents the preliminary evaluation, the Design -Builder shall provide a written report to the Owner, summarizing the Design -Builder's evaluation of the Owner's Criteria. The report shall also include .1 allocations of program functions, detailing each function and their square foot areas; .2 a preliminary estimate of the Cost of the Work, and, if necessary, recommendations to adjust the Owner's Criteria to conform to the Owner's budget; .3 a preliminary schedule, which shall include proposed design milestones; dates for receiving additional information from, or for work to be completed by, the Owner; anticipated date for the Design - Builder's Proposal; and dates of periodic design review sessions with the Owner; and .4 the following: (List additional information, if any, to be included in the Design -Builder's written report.) § 4.2.3 The Owner shall review the Design -Builder's written report and, if acceptable, provide the Design -Builder with written consent to proceed to the development of the Preliminary Design as described in Section 4.3. The consent to proceed shall not be understood to modify the Owner's Criteria unless the Owner and Design -Builder execute a Modification. § 4.3 Preliminary Design § 4.3.1 Upon the Owner's issuance of a written consent to proceed under Section 4.2.3, the Design -Builder shall prepare and submit a Preliminary Design to the Owner. The Preliminary Design shall include a report identifying any deviations from the Owner's Criteria, and shall include the following: .1 Confirmation of the allocations of program functions; .2 Site plan; .3 Building plans, sections and elevations; .4 Structural system; .5 Selections of major building systems, including but not limited to mechanical, electrical and plumbing systems; and .6 Outline specifications or sufficient drawing notes describing construction materials. The Preliminary Design may include some combination of physical study models, perspective sketches, or digital modeling. § 4.3.2 The Owner shall review the Preliminary Design and, if acceptable, provide the Design -Builder with written consent to proceed to development of the Design -Builder's Proposal. The Preliminary Design shall not modify the Owner's Criteria unless the Owner and Design -Builder execute a Modification. § 4.4 Design -Builder's Proposal § 4.4.1 Upon the Owner's issuance of a written consent to proceed under Section 4.3.2, the Design -Builder shall prepare and submit the Design -Builder's Proposal to the Owner. The Design -Builder's Proposal shall include the following: .1 A list of the Preliminary Design documents and other information, including the Design -Builder's clarifications, assumptions and deviations from the Owner's Criteria, upon which the Design - Builder's Proposal is based; .2 The proposed Contract Sum, including the compensation method and, if based upon the Cost of the Work plus a fee, a written statement of estimated cost organized by trade categories, allowances, contingencies, Design -Builder's Fee, and other items that comprise the Contract Sum; .3 The proposed date the Design -Builder shall achieve Substantial Completion; Init. AIA Document A141 rM — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 11 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18 48 23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019 and is not for resale User Notes: (3B9ADA2E) .4 An enumeration of any qualifications and exclusions, if applicable; .5 A list of the Design -Builder's key personnel, Contractors and suppliers; and .6 The date on which the Design -Builder's Proposal expires. § 4.4.2 Submission of the Design -Builder's Proposal shall constitute a representation by the Design -Builder that it has visited the site and become familiar with local conditions under which the Work is to be completed. § 4.4.3 If the Owner and Design -Builder agree on a proposal, the Owner and Design -Builder shall execute the Design -Build Amendment setting forth the terms of their agreement. ARTICLE 5 WORK FOLLOWING EXECUTION OF THE DESIGN -BUILD AMENDMENT § 5.1 Construction Documents § 5.1.1 Upon the execution of the Design -Build Amendment, the Design -Builder shall prepare Construction Documents. The Construction Documents shall establish the quality levels of materials and systems required. The Construction Documents shall be consistent with the Design -Build Documents. § 5.1.2 The Design -Builder shall provide the Construction Documents to the Owner for the Owner's information. If the Owner discovers any deviations between the Construction Documents and the Design -Build Documents, the Owner shall promptly notify the Design -Builder of such deviations in writing. The Construction Documents shall not modify the Design -Build Documents unless the Owner and Design -Builder execute a Modification. The failure of the Owner to discover any such deviations shall not relieve the Design -Builder of the obligation to perform the Work in accordance with the Design -Build Documents. § 5.2 Construction § 5.2.1 Commencement. Except as permitted in Section 5.2.2, construction shall not commence prior to execution of the Design -Build Amendment. § 5.2.2 If the Owner and Design -Builder agree in writing, construction may proceed prior to the execution of the Design -Build Amendment. However, such authorization shall not waive the Owner's right to reject the Design - Builder's Proposal. § 5.2.3 The Design -Builder shall supervise and direct the Work, using the Design -Builder's best skill and attention. The Design -Builder shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Design -Build Documents give other specific instructions concerning these matters. § 5.2.4 The Design -Builder shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 5.3 Labor and Materials § 5.3.1 Unless otherwise provided in the Design -Build Documents, the Design -Builder shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services, necessary for proper execution and completion of the Work, whether temporary or permanent, and whether or not incorporated or to be incorporated in the Work. § 5.3.2 When a material or system is specified in the Design -Build Documents, the Design -Builder may make substitutions only in accordance with Article 6. § 5.3.3 The Design -Builder shall enforce strict discipline and good order among the Design -Builder's employees and other persons carrying out the Work. The Design -Builder shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 5.4 Taxes The Design -Builder shall pay sales, consumer, use and similar taxes, for the Work provided by the Design -Builder, that are legally enacted when the Design -Build Amendment is executed, whether or not yet effective or merely scheduled to go into effect. Init. AIA Document A141'" 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 12 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48:23 on 07/17/2018 under Order No. 2466920655 which expires on 07/17/2019, and is not for resale. User Notes: (3B9ADA2E) § 5.5 Permits, Fees, Notices and Compliance with Laws § 5.5.1 Unless otherwise provided in the Design -Build Documents, the Design -Builder shall secure and pay for the building permit as well as any other permits, fees, licenses, and inspections by government agencies, necessary for proper execution of the Work and Substantial Completion of the Project. § 5.5.2 The Design -Builder shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, applicable to performance of the Work. § 5.5.3 Concealed or Unknown Conditions. If the Design -Builder encounters conditions at the site that are (I ) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Design - Build Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Design -Build Documents, the Design -Builder shall promptly provide notice to the Owner before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Owner shall promptly investigate such conditions and, if the Owner determines that they differ materially and cause an increase or decrease in the Design -Builder's cost of, or time required for, performance of any part of the Work, shall recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Owner determines that the conditions at the site are not materially different from those indicated in the Design -Build Documents and that no change in the terms of the Contract is justified, the Owner shall promptly notify the Design -Builder in writing, stating the reasons. If the Design -Builder disputes the Owner's determination or recommendation, the Design - Builder may proceed as provided in Article 14. § 5.5.4 If, in the course of the Work, the Design -Builder encounters human remains, or recognizes the existence of burial markers, archaeological sites, or wetlands, not indicated in the Design -Build Documents, the Design -Builder shall immediately suspend any operations that would affect them and shall notify the Owner. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Design -Builder shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 14. § 5.6 Allowances § 5.6.1 The Design -Builder shall include in the Contract Sum all allowances stated in the Design -Build Documents. Items covered by allowances shall be supplied for such amounts, and by such persons or entities as the Owner may direct, but the Design -Builder shall not be required to employ persons or entities to whom the Design -Builder has reasonable objection. § 5.6.2 Unless otherwise provided in the Design -Build Documents, .1 allowances shall cover the cost to the Design -Builder of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 the Design -Builder's costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts, shall be included in the Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect ( I ) the difference between actual costs and the allowances under Section 5.6.2.1 and (2) changes in Design -Builder's costs under Section 5.6.2.2. § 5.6.3 The Owner shall make selections of materials and equipment with reasonable promptness for allowances requiring Owner selection. § 5.7 Key Personnel, Contractors and Suppliers § 5.7.1 The Design -Builder shall not employ personnel, or contract with Contractors or suppliers to whom the Owner has made reasonable and timely objection. The Design -Builder shall not be required to contract with anyone to whom the Design -Builder has made reasonable and timely objection. AIA Document A141"" — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is Init. protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 13 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1848:23 on 07/17/2018 under Order No. 2466920655 which expires on 07/17/2019. and is not for resale. User Notes: (3B9ADA2E) § 5.7.2 If the Design -Builder changes any of the personnel, Contractors or suppliers identified in the Design -Build Amendment, the Design -Builder shall notify the Owner and provide the name and qualifications of the new personnel, Contractor or supplier. The Owner may reply within 14 days to the Design -Builder in writing, stating (l ) whether the Owner has reasonable objection to the proposed personnel, Contractor or supplier or (2) that the Owner requires additional time to review. Failure of the Owner to reply within the I4 -day period shall constitute notice of no reasonable objection. § 5.7.3 Except for those persons or entities already identified or required in the Design -Build Amendment, the Design -Builder, as soon as practicable after execution of the Design -Build Amendment, shall furnish in writing to the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Owner may reply within 14 days to the Design - Builder in writing stating ( I ) whether the Owner has reasonable objection to any such proposed person or entity or (2) that the Owner requires additional time for review. Failure of the Owner to reply within the I4 -day period shall constitute notice of no reasonable objection. § 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design -Builder, the Design - Builder shall propose another to whom the Owner has no reasonable objection. If the rejected person or entity was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute person or entity's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Design -Builder has acted promptly and responsively in submitting names as required. § 5.8 Documents and Submittals at the Site The Design -Builder shall maintain at the site for the Owner one copy of the Design -Build Documents and a current set of the Construction Documents, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Submittals. The Design -Builder shall deliver these items to the Owner in accordance with Section 9.10.2 as a record of the Work as constructed. § 5.9 Use of Site The Design -Builder shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Design -Build Documents, and shall not unreasonably encumber the site with materials or equipment. § 5.10 Cutting and Patching The Design -Builder shall not cut, patch or otherwise alter fully or partially completed construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Design -Builder shall not unreasonably withhold from the Owner or a separate contractor the Design -Builder's consent to cutting or otherwise altering the Work. § 5.11 Cleaning Up § 5.11.1 The Design -Builder shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Design -Builder shall remove waste materials, rubbish, the Design -Builder's tools, construction equipment, machinery and surplus materials from and about the Project. § 5.11.2 If the Design -Builder fails to clean up as provided in the Design -Build Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Design -Builder. § 5.12 Access to Work The Design -Builder shall provide the Owner and its separate contractors and consultants access to the Work in preparation and progress wherever located. The Design -Builder shall notify the Owner regarding Project safety criteria and programs, which the Owner, and its contractors and consultants, shall comply with while at the site. Init. AIA Document A141 r, — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 14 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18 48 23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019, and is not for resale User Notes: (3B9ADA2E) § 5.13 Construction by Owner or by Separate Contractors § 5.13.1 Owner's Right to Perform Construction and to Award Separate Contracts § 5.13.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces; and to award separate contracts in connection with other portions of the Project, or other construction or operations on the site, under terms and conditions identical or substantially similar to this Contract, including those terms and conditions related to insurance and waiver of subrogation. The Owner shall notify the Design -Builder promptly after execution of any separate contract. If the Design -Builder claims that delay or additional cost is involved because of such action by the Owner, the Design -Builder shall make a Claim as provided in Article 14. § 5.13.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Design -Builder" in the Design -Build Documents in each case shall mean the individual or entity that executes each separate agreement with the Owner. § 5.13.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces, and of each separate contractor, with the Work of the Design -Builder, who shall cooperate with them. The Design -Builder shall participate with other separate contractors and the Owner in reviewing their construction schedules. The Design - Builder shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Design -Builder, separate contractors and the Owner until subsequently revised. § 5.13.1.4 Unless otherwise provided in the Design -Build Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces or separate contractors, the Owner shall be deemed to be subject to the same obligations, and to have the same rights, that apply to the Design -Builder under the Contract. § 5.14 Mutual Responsibility § 5.14.1 The Design -Builder shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Design -Builder's construction and operations with theirs as required by the Design -Build Documents. § 5.14.2 If part of the Design -Builder's Work depends upon construction or operations by the Owner or a separate contractor, the Design -Builder shall, prior to proceeding with that portion of the Work, prepare a written report to the Owner, identifying apparent discrepancies or defects in the construction or operations by the Owner or separate contractor that would render it unsuitable for proper execution and results of the Design -Builder's Work. Failure of the Design -Builder to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Design -Builder's Work, except as to defects not then reasonably discoverable. § 5.14.3 The Design -Builder shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Design -Builder's delays, improperly timed activities or defective construction. The Owner shall be responsible to the Design -Builder for costs the Design -Builder incurs because of a separate contractor's delays, improperly timed activities, damage to the Work or defective construction. § 5.14.4 The Design -Builder shall promptly remedy damage the Design -Builder wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. § 5.14.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching the Work as the Design -Builder has with respect to the construction of the Owner or separate contractors in Section 5.10. § 5.15 Owner's Right to Clean Up If a dispute arises among the Design -Builder, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and will allocate the cost among those responsible. Init. AIA Document A141 r" — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 15 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1848 23 on 07/17/2018 under Order No. 2466920655 which expires on 07/17/2019. and is not for resale User Notes: (3B9ADA2E) ARTICLE 6 CHANGES IN THE WORK § 6.1 General § 6.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order or Change Directive, subject to the limitations stated in this Article 6 and elsewhere in the Design -Build Documents. § 6.1.2 A Change Order shall be based upon agreement between the Owner and Design -Builder. The Owner may issue a Change Directive without agreement by the Design -Builder. § 6.1.3 Changes in the Work shall be performed under applicable provisions of the Design -Build Documents, and the Design -Builder shall proceed promptly, unless otherwise provided in the Change Order or Change Directive. § 6.2 Change Orders A Change Order is a written instrument signed by the Owner and Design -Builder stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum or, if prior to execution of the Design -Build Amendment, the adjustment in the Design -Builder's compensation; and .3 The extent of the adjustment, if any, in the Contract Time. § 6.3 Change Directives § 6.3.1 A Change Directive is a written order signed by the Owner directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or, if prior to execution of the Design -Build Amendment, the adjustment in the Design -Builder's compensation, or Contract Time. The Owner may by Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum or, if prior to execution of the Design -Build Amendment, the adjustment in the Design -Builder's compensation, and Contract Time being adjusted accordingly. § 6.3.2 A Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 6.3.3 If the Change Directive provides for an adjustment to the Contract Sum or, if prior to execution of the Design -Build Amendment, an adjustment in the Design -Builder's compensation, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Design -Build Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 6.3.7. § 6.3.4 If unit prices are stated in the Design -Build Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Design -Builder, the applicable unit prices shall be equitably adjusted. § 6.3.5 Upon receipt of a Change Directive, the Design -Builder shall promptly proceed with the change in the Work involved and advise the Owner of the Design -Builder's agreement or disagreement with the method, if any, provided in the Change Directive for determining the proposed adjustment in the Contract Sum or, if prior to execution of the Design -Build Amendment, the adjustment in the Design -Builder's compensation, or Contract Time. § 6.3.6 A Change Directive signed by the Design -Builder indicates the Design -Builder's agreement therewith, including adjustment in Contract Sum or, if prior to execution of the Design -Build Amendment, the adjustment in the Design -Builder's compensation, and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 6.3.7 If the Design -Builder does not respond promptly or disagrees with the method for adjustment in the Contract Sum or, if prior to execution of the Design -Build Amendment, the method for adjustment in the Design -Builder's Init. AIA Document A141" — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 16 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18 48.23 on 07/17/2018 under Order No. 2466920655 which expires on 07/17/2019. and is not for resale User Notes: (3B9ADA2E) compensation, the Owner shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 6.3.3.3, the Design -Builder shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Design -Build Documents, costs for the purposes of this Section 6.3.7 shall be limited to the following: .1 Additional costs of professional services; .2 Costs of labor, including social security, unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance; .3 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .4 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Design - Builder or others; .5 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and .6 Additional costs of supervision and field office personnel directly attributable to the change. § 6.3.8 The amount of credit to be allowed by the Design -Builder to the Owner for a deletion or change that results in a net decrease in the Contract Sum or, if prior to execution of the Design -Build Amendment, in the Design - Builder's compensation, shall be actual net cost. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 6.3.9 Pending final determination of the total cost of a Change Directive to the Owner, the Design -Builder may request payment for Work completed under the Change Directive in Applications for Payment. The Owner will make an interim determination for purposes of certification for payment for those costs deemed to be reasonably justified. The Owner's interim determination of cost shall adjust the Contract Sum or, if prior to execution of the Design -Build Amendment, the Design -Builder's compensation, on the same basis as a Change Order, subject to the right of Design -Builder to disagree and assert a Claim in accordance with Article 14. § 6.3.10 When the Owner and Design -Builder agree with a determination concerning the adjustments in the Contract Sum or, if prior to execution of the Design -Build Amendment, the adjustment in the Design -Builder's compensation and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Owner and Design -Builder shall execute a Change Order. Change Orders may be issued for all or any part of a Change Directive. ARTICLE 7 OWNER'S RESPONSIBILITIES § 7.1 General § 7.1.1 The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all Project matters requiring the Owner's approval or authorization. § 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the Design -Builder's schedule agreed to by the Owner. The Owner shall furnish to the Design -Builder, within 15 days after receipt of a written request, information necessary and relevant for the Design -Builder to evaluate, give notice of or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein. § 7.2 Information and Services Required of the Owner § 7.2.1 The Owner shall furnish information or services required of the Owner by the Design -Build Documents with reasonable promptness. § 7.2.2 The Owner shall provide, to the extent under the Owner's control and if not required by the Design -Build Documents to be provided by the Design -Builder, the results and reports of prior tests, inspections or investigations conducted for the Project involving structural or mechanical systems; chemical, air and water pollution; hazardous materials; or environmental and subsurface conditions and information regarding the presence of pollutants at the Project site. Upon receipt of a written request from the Design -Builder, the Owner shall also provide surveys Init. AIA Document A141'"" - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This Alike Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 17 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18.48 23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019. and is not for resale. User Notes: (3B9ADA2E) describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site under the Owner's control. § 7.2.3 The Owner shall promptly obtain easements, zoning variances, and legal authorizations or entitlements regarding site utilization where essential to the execution of the Project. § 7.2.4 The Owner shall cooperate with the Design -Builder in securing building and other permits, licenses and inspections. § 7.2.5 The services, information, surveys and reports required to be provided by the Owner under this Agreement, shall be furnished at the Owner's expense, and except as otherwise specifically provided in this Agreement or elsewhere in the Design -Build Documents or to the extent the Owner advises the Design -Builder to the contrary in writing, the Design -Builder shall be entitled to rely upon the accuracy and completeness thereof. In no event shall the Design -Builder be relieved of its responsibility to exercise proper precautions relating to the safe performance of the Work. § 7.2.6 If the Owner observes or otherwise becomes aware of a fault or defect in the Work or non -conformity with the Design -Build Documents, the Owner shall give prompt written notice thereof to the Design -Builder. § 7.2.7 Prior to the execution of the Design -Build Amendment, the Design -Builder may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Design -Build Documents and the Design -Builder's Proposal. Thereafter, the Design -Builder may only request such evidence if (1) the Owner fails to make payments to the Design -Builder as the Design -Build Documents require; (2) a change in the Work materially changes the Contract Sum; or (3) the Design -Builder identifies in writing a reasonable concern regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Design -Builder. § 7.2.8 Except as otherwise provided in the Design -Build Documents or when direct communications have been specially authorized, the Owner shall communicate through the Design -Builder with persons or entities employed or retained by the Design -Builder. § 7.2.9 Unless required by the Design -Build Documents to be provided by the Design -Builder, the Owner shall, upon request from the Design -Builder, furnish the services of geotechnical engineers or other consultants for investigation of subsurface, air and water conditions when such services are reasonably necessary to properly carry out the design services furnished by the Design -Builder. In such event, the Design -Builder shall specify the services required. Such services may include, but are not limited to, test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, and necessary operations for anticipating subsoil conditions. The services of geotechnical engineer(s) or other consultants shall include preparation and submission of all appropriate reports and professional recommendations. § 7.2.10 The Owner shall purchase and maintain insurance as set forth in Exhibit B. § 7.3 Submittals § 7.3.1 The Owner shall review and approve or take other appropriate action on Submittals. Review of Submittals is not conducted for the purpose of determining the accuracy and completeness of other details, such as dimensions and quantities; or for substantiating instructions for installation or performance of equipment or systems; or for determining that the Submittals are in conformance with the Design -Build Documents, all of which remain the responsibility of the Design -Builder as required by the Design -Build Documents. The Owner's action will be taken in accordance with the submittal schedule approved by the Owner or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Owner's judgment to permit adequate review. The Owner's review of Submittals shall not relieve the Design -Builder of the obligations under Sections 3.1.11, 3.1.12, and 5.2.3. The Owner's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Owner, of any construction means, methods, techniques, sequences or procedures. The Owner's approval of a specific item shall not indicate approval of an assembly of which the item is a component. Init. AIA Document A141 r" — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 18 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48:23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019. and is not for resale. User Notes: (3B9ADA2E) § 7.3.2 Upon review of the Submittals required by the Design -Build Documents, the Owner shall notify the Design - Builder of any non-conformance with the Design -Build Documents the Owner discovers. § 7.4 Visits to the site by the Owner shall not be construed to create an obligation on the part of the Owner to make on -site inspections to check the quality or quantity of the Work. The Owner shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, because these are solely the Design -Builder's rights and responsibilities under the Design -Build Documents. § 7.5 The Owner shall not be responsible for the Design -Builder's failure to perform the Work in accordance with the requirements of the Design -Build Documents. The Owner shall not have control over or charge of, and will not be responsible for acts or omissions of the Design -Builder, Architect, Consultants, Contractors, or their agents or employees, or any other persons or entities performing portions of the Work for the Design -Builder. § 7.6 The Owner has the authority to reject Work that does not conform to the Design -Build Documents. The Owner shall have authority to require inspection or testing of the Work in accordance with Section 15.5.2, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Owner nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Owner to the Design -Builder, the Architect, Consultants, Contractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 7.7 The Owner shall determine the date or dates of Substantial Completion in accordance with Section 9.8 and the date of final completion in accordance with Section 9.10. § 7.8 Owner's Right to Stop Work If the Design -Builder fails to correct Work which is not in accordance with the requirements of the Design -Build Documents as required by Section 11.2 or persistently fails to carry out Work in accordance with the Design -Build Documents, the Owner may issue a written order to the Design -Builder to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Design -Builder or any other person or entity, except to the extent required by Section 5.13.1.3. § 7.9 Owner's Right to Carry Out the Work If the Design -Builder defaults or neglects to carry out the Work in accordance with the Design -Build Documents and fails within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design -Builder the reasonable cost of correcting such deficiencies. If payments then or thereafter due the Design -Builder are not sufficient to cover such amounts, the Design -Builder shall pay the difference to the Owner. ARTICLE 8 TIME § 8.1 Progress and Completion § 8.1.1 Time limits stated in the Design -Build Documents are of the essence of the Contract. By executing the Design -Build Amendment the Design -Builder confirms that the Contract Time is a reasonable period for performing the Work. § 8.1.2 The Design -Builder shall not, except by agreement of the Owner in writing, commence the Work prior to the effective date of insurance, other than property insurance, required by this Contract. The Contract Time shall not be adjusted as a result of the Design -Builder's failure to obtain insurance required under this Contract. § 8.1.3 The Design -Builder shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.2 Delays and Extensions of Time § 8.2.1 If the Design -Builder is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered in the Init. AIA Document A141 " - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48:23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019. and is not for resale. User Notes: (3B9ADA2E) Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design -Builder's control; or by delay authorized by the Owner pending mediation and binding dispute resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Owner may determine. § 8.2.2 Claims relating to time shall be made in accordance with applicable provisions of Article 14. § 8.2.3 This Section 8.2 does not preclude recovery of damages for delay by either party under other provisions of the Design -Build Documents. ARTICLE 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION § 9.1 Contract Sum The Contract Sum is stated in the Design -Build Amendment. § 9.2 Schedule of Values Where the Contract Sum is based on a stipulated sum or Guaranteed Maximum Price, the Design -Builder, prior to the first Application for Payment after execution of the Design -Build Amendment shall submit to the Owner a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule, unless objected to by the Owner, shall be used as a basis for reviewing the Design -Builder's Applications for Payment. § 9.3 Applications for Payment § 9.3.1 At least ten days before the date established for each progress payment, the Design -Builder shall submit to the Owner an itemized Application for Payment for completed portions of the Work. The application shall be notarized, if required, and supported by data substantiating the Design -Builder's right to payment as the Owner may require, such as copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, and shall reflect retainage if provided for in the Design -Build Documents. § 9.3.1.1 As provided in Section 6.3.9, Applications for Payment may include requests for payment on account of changes in the Work that have been properly authorized by Change Directives, or by interim determinations of the Owner, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Design -Builder does not intend to pay the Architect, Consultant, Contractor, material supplier, or other persons or entities providing services or work for the Design -Builder, unless such Work has been performed by others whom the Design -Builder intends to pay. § 9.3.2 Unless otherwise provided in the Design -Build Documents, payments shall be made for services provided as well as materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Design -Builder with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. § 9.3.3 The Design -Builder warrants that title to all Work, other than Instruments of Service, covered by an Application for Payment will pass to the Owner no later than the time of payment. The Design -Builder further warrants that, upon submittal of an Application for Payment, all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Design -Builder's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Design - Builder, Architect, Consultants, Contractors, material suppliers, or other persons or entities entitled to make a claim by reason of having provided labor, materials and equipment relating to the Work. § 9.4 Certificates for Payment The Owner shall, within seven days after receipt of the Design -Builder's Application for Payment, issue to the Design -Builder a Certificate for Payment indicating the amount the Owner determines is properly due, and notify Init. AIA Document A141 T"' - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 2O may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48:23 on 07/17/2018 under Order No. 2466920655 which expires on 07/17/2019, and is not for resale. User Notes: (3B9ADA2E) the Design -Builder in writing of the Owner's reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9.5 Decisions to Withhold Certification § 9.5.1 The Owner may withhold a Certificate for Payment in whole or in part to the extent reasonably necessary to protect the Owner due to the Owner's determination that the Work has not progressed to the point indicated in the Design -Builder's Application for Payment, or the quality of the Work is not in accordance with the Design -Build Documents. If the Owner is unable to certify payment in the amount of the Application, the Owner will notify the Design -Builder as provided in Section 9.4. If the Design -Builder and Owner cannot agree on a revised amount, the Owner will promptly issue a Certificate for Payment for the amount that the Owner deems to be due and owing. The Owner may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary to protect the Owner from loss for which the Design -Builder is responsible because of .1 defective Work, including design and construction, not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Design -Builder; .3 failure of the Design -Builder to make payments properly to the Architect, Consultants, Contractors or others, for services, labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a separate contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 repeated failure to carry out the Work in accordance with the Design -Build Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.3 If the Owner withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint checks to the Design -Builder and to the Architect or any Consultants, Contractor, material or equipment suppliers, or other persons or entities providing services or work for the Design -Builder to whom the Design -Builder failed to make payment for Work properly performed or material or equipment suitably delivered. § 9.6 Progress Payments § 9.6.1 After the Owner has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Design -Build Documents. § 9.6.2 The Design -Builder shall pay each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design -Builder no later than the time period required by applicable law, but in no event more than seven days after receipt of payment from the Owner the amount to which the Architect, Consultant, Contractor, and other person or entity providing services or work for the Design -Builder is entitled, reflecting percentages actually retained from payments to the Design -Builder on account of the portion of the Work performed by the Architect, Consultant, Contractor, or other person or entity. The Design -Builder shall, by appropriate agreement with each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design -Builder, require each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design -Builder to make payments to subconsultants and subcontractors in a similar manner. § 9.6.3 The Owner will, on request and if practicable, furnish to the Architect, a Consultant, Contractor, or other person or entity providing services or work for the Design -Builder, information regarding percentages of completion or amounts applied for by the Design -Builder and action taken thereon by the Owner on account of portions of the Work done by such Architect, Consultant, Contractor or other person or entity providing services or work for the Design -Builder. § 9.6.4 The Owner has the right to request written evidence from the Design -Builder that the Design -Builder has properly paid the Architect, Consultants, Contractors, or other person or entity providing services or work for the Design -Builder, amounts paid by the Owner to the Design -Builder for the Work. If the Design -Builder fails to furnish such evidence within seven days, the Owner shall have the right to contact the Architect, Consultants, and Init. AIA Document A141 rM - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 21 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48:23 on 07/17/2018 under Order No. 2466920655 which expires on 07/17/2019. and is not for resale User Notes: (389ADA2E) Contractors to ascertain whether they have been properly paid. The Owner shall have no obligation to pay or to see to the payment of money to a Consultant or Contractor, except as may otherwise be required by law. § 9.6.5 Design -Builder payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Design -Build Documents. § 9.6.7 Unless the Design -Builder provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Design -Builder for Work properly performed by the Architect, Consultants, Contractors and other person or entity providing services or work for the Design -Builder, shall be held by the Design -Builder for the Architect and those Consultants, Contractors, or other person or entity providing services or work for the Design -Builder, for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Design -Builder, shall create any fiduciary liability or tort liability on the part of the Design -Builder for breach of trust or shall entitle any person or entity to an award of punitive damages against the Design -Builder for breach of the requirements of this provision. § 9.7 Failure of Payment If the Owner does not issue a Certificate for Payment, through no fault of the Design -Builder, within the time required by the Design -Build Documents, then the Design -Builder may, upon seven additional days' written notice to the Owner, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Design -Builder's reasonable costs of shut -down, delay and start-up, plus interest as provided for in the Design -Build Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Design -Build Documents so that the Owner can occupy or utilize the Work for its intended use. The date of Substantial Completion is the date certified by the Owner in accordance with this Section 9.8. § 9.8.2 When the Design -Builder considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design -Builder shall prepare and submit to the Owner a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Design -Builder to complete all Work in accordance with the Design -Build Documents. § 9.8.3 Upon receipt of the Design -Builder's list, the Owner shall make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Owner's inspection discloses any item, whether or not included on the Design -Builder's list, which is not sufficiently complete in accordance with the Design -Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design -Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the Design -Builder shall then submit a request for another inspection by the Owner to determine Substantial Completion. § 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, the Owner and Design - Builder shall discuss and then determine the parties' obligations to obtain and maintain property insurance following issuance of the Certificate of Substantial Completion. § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design -Builder will prepare for the Owner's signature a Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design -Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design -Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design -Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. Init. AIA Document A141 T"' — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 22 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48.23 on 07/17/2018 under Order No 2466920655 which expires on 07/17'2019 and is not for resale User Notes: (3B9ADA2E) § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design -Builder to the Owner for written acceptance of responsibilities assigned to it in the Certificate. Upon the Owner's acceptance, and consent of surety, if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. Payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Design -Build Documents. § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Design -Builder, provided such occupancy or use is consented to, by endorsement or otherwise, by the insurer providing property insurance and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Design -Builder have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Design -Build Documents. When the Design -Builder considers a portion substantially complete, the Design -Builder shall prepare and submit a list to the Owner as provided under Section 9.8.2. Consent of the Design -Builder to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Design -Builder. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design -Builder shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Design -Build Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon receipt of the Design -Builder's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Owner will promptly make such inspection. When the Owner finds the Work acceptable under the Design -Build Documents and the Contract fully performed, the Owner will, subject to Section 9.10.2, promptly issue a final Certificate for Payment. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Design -Builder submits to the Owner (I) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work, for which the Owner or the Owner's property might be responsible or encumbered, (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Design -Build Documents to remain in force after final payment is currently in effect, (3) a written statement that the Design -Builder knows of no substantial reason that the insurance will not be renewable to cover the period required by the Design -Build Documents, (4) consent of surety, if any, to final payment, (5) as - constructed record copy of the Construction Documents marked to indicate field changes and selections made during construction, (6) manufacturer's warranties, product data, and maintenance and operations manuals, and (7) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, or releases and waivers of liens, claims, security interests, or encumbrances, arising out of the Contract, to the extent and in such form as may be designated by the Owner. If an Architect, a Consultant, or a Contractor, or other person or entity providing services or work for the Design -Builder, refuses to furnish a release or waiver required by the Owner, the Design -Builder may furnish a bond satisfactory to the Owner to indemnify the Owner against such liens, claims, security interests, or encumbrances. If such liens, claims, security interests, or encumbrances remains unsatisfied after payments are made, the Design -Builder shall refund to the Owner all money that the Owner may be compelled to pay in discharging such liens, claims, security interests, or encumbrances, including all costs and reasonable attorneys' fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Design -Builder or by issuance of Change Orders affecting final completion, the Owner shall, upon application by the Design -Builder, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Design -Build Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted Init. AIA Document A141'"" — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 23 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1848:23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019 and is not for resale. User Notes: (3B9ADA2E) by the Design -Builder to the Owner prior to issuance of payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Design -Build Documents; or .3 terms of special warranties required by the Design -Build Documents. § 9.10.5 Acceptance of final payment by the Design -Builder shall constitute a waiver of claims by the Design - Builder except those previously made in writing and identified by the Design -Builder as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Design -Builder shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 Safety of Persons and Property § 10.2.1 The Design -Builder shall be responsible for precautions for the safety of, and reasonable protection to prevent damage, injury or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Design -Builder or the Architect, Consultants, or Contractors, or other person or entity providing services or work for the Design -Builder; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, or structures and utilities not designated for removal, relocation or replacement in the course of construction. § 10.2.2 The Design -Builder shall comply with, and give notices required by, applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property, or their protection from damage, injury or loss. § 10.2.3 The Design -Builder shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations, and notify owners and users of adjacent sites and utilities of the safeguards and protections. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods, are necessary for execution of the Work, the Design -Builder shall exercise utmost care, and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Design -Builder shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Design -Build Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3, caused in whole or in part by the Design -Builder, the Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Design -Builder is responsible under Sections 10.2.1.2 and 10.2.1.3; except damage or loss attributable to acts or omissions of the Owner, or anyone directly or indirectly employed by the Owner, or by anyone for whose acts the Owner may be liable, and not attributable to the fault or negligence of the Design -Builder. The foregoing obligations of the Design -Builder are in addition to the Design -Builder's obligations under Section 3.1.14. § 10.2.6 The Design -Builder shall designate a responsible member of the Design -Builder's organization, at the site, whose duty shall be the prevention of accidents. This person shall be the Design -Builder's superintendent unless otherwise designated by the Design -Builder in writing to the Owner. § 10.2.7 The Design -Builder shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. Init. AIA Document A141'm — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 24 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18'48'23 on 07/17/2018 under Order No. 2466920655 which expires on 07/17/2019. and is not for resale. User Notes: (3B9ADA2E) § 10.2.8 Injury or Damage to Person or Property. If the Owner or Design -Builder suffers injury or damage to person or property because of an act or omission of the other, or of others for whose acts such party is legally responsible, written notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials § 10.3.1 The Design -Builder is responsible for compliance with any requirements included in the Design -Build Documents regarding hazardous materials. If the Design -Builder encounters a hazardous material or substance not addressed in the Design -Build Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Design -Builder, the Design -Builder shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner in writing. § 10.3.2 Upon receipt of the Design -Builder's written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Design -Builder and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Design -Build Documents, the Owner shall furnish in writing to the Design -Builder the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Design - Builder will promptly reply to the Owner in writing stating whether or not the Design -Builder has reasonable objection to the persons or entities proposed by the Owner. If the Design -Builder has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Design -Builder has no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Design -Builder. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Design -Builder's reasonable additional costs of shut -down, delay and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Design -Builder, the Architect, Consultants, and Contractors, and employees of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area, if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to, or destruction of, tangible property (other than the Work itself), except to the extent that such damage, loss or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Design -Builder brings to the site unless such materials or substances are required by the Owner's Criteria. The Owner shall be responsible for materials or substances required by the Owner's Criteria, except to the extent of the Design -Builder's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Design -Builder shall indemnify the Owner for the cost and expense the Owner incurs (I) for remediation of a material or substance the Design -Builder brings to the site and negligently handles, or (2) where the Design -Builder fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3.6 If, without negligence on the part of the Design -Builder, the Design -Builder is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Design -Build Documents, the Owner shall indemnify the Design -Builder for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property. the Design -Builder shall act, at the Design -Builder's discretion, to prevent threatened damage. injury or loss. Init. AIA Document A141" — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Alike Document, or any portion of it, 25 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1848 23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019, and is not for resale User Notes: (3B9ADA2E) ARTICLE 11 UNCOVERING AND CORRECTION OF WORK § 11.1 Uncovering of Work The Owner may request to examine a portion of the Work that the Design -Builder has covered to determine if the Work has been performed in accordance with the Design -Build Documents. If such Work is in accordance with the Design -Build Documents, the Owner and Design -Builder shall execute a Change Order to adjust the Contract Time and Contract Sum, as appropriate. If such Work is not in accordance with the Design -Build Documents, the costs of uncovering and correcting the Work shall be at the Design -Builder's expense and the Design -Builder shall not be entitled to a change in the Contract Time unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs and the Contract Time will be adjusted as appropriate. § 11.2 Correction of Work § 11.2.1 Before or After Substantial Completion. The Design -Builder shall promptly correct Work rejected by the Owner or failing to conform to the requirements of the Design -Build Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for any design consultant employed by the Owner whose expenses and compensation were made necessary thereby, shall be at the Design -Builder's expense. § 11.2.2 After Substantial Completion § 11.2.2.1 In addition to the Design -Builder's obligations under Section 3.1.12, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Design -Build Documents, any of the Work is found not to be in accordance with the requirements of the Design -Build Documents, the Design -Builder shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Design -Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of the Work, if the Owner fails to notify the Design -Builder and give the Design -Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design -Builder and to make a claim for breach of warranty. If the Design -Builder fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9. § 11.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 11.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Design -Builder pursuant to this Section l 1.2. § 11.2.3 The Design -Builder shall remove from the site portions of the Work that are not in accordance with the requirements of the Design -Build Documents and are neither corrected by the Design -Builder nor accepted by the Owner. § 11.2.4 The Design -Builder shall bear the cost of correcting destroyed or damaged construction of the Owner or separate contractors, whether completed or partially completed, caused by the Design -Builder's correction or removal of Work that is not in accordance with the requirements of the Design -Build Documents. § 11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect to other obligations the Design -Builder has under the Design -Build Documents. Establishment of the one-year period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design -Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Design -Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design -Builder's liability with respect to the Design -Builder's obligations other than specifically to correct the Work. Init. AIA Document A141.M - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 26 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48:23 on 07/17/2018 under Order No. 2466920655 which expires on 07/17/2019, and is not for resale. User Notes: (3B9ADA2E) § 11.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Design -Build Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 12 COPYRIGHTS AND LICENSES § 12.1 Drawings, specifications, and other documents furnished by the Design -Builder, including those in electronic form, are Instruments of Service. The Design -Builder, and the Architect, Consultants, Contractors, and any other person or entity providing services or work for any of them, shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements, or for similar purposes in connection with the Project, is not to be construed as publication in derogation of the reserved rights of the Design -Builder and the Architect, Consultants, and Contractors, and any other person or entity providing services or work for any of them. § 12.2 The Design -Builder and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. § 12.3 Upon execution of the Agreement, the Design -Builder grants to the Owner a limited, irrevocable and non- exclusive license to use the Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment of all sums when due, under the Design -Build Documents. The license granted under this section permits the Owner to authorize its consultants and separate contractors to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the Project. If the Design -Builder rightfully terminates this Agreement for cause as provided in Section 13.1.4 or 13.2.1 the license granted in this Section 12.3 shall terminate. § 12.3.1 The Design -Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Contractors, that will allow the Design -Builder to satisfy its obligations to the Owner under this Article 12. The Design -Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner, in the event this Agreement is terminated for any reason other than the default of the Owner or in the event the Design -Builder's Architect, Consultants, or Contractors terminate their agreements with the Design -Builder for cause, to obtain a limited, irrevocable and non-exclusive license solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner (I) agrees to pay to the Architect, Consultant or Contractor all amounts due, and (2) provide the Architect, Consultant or Contractor with the Owner's written agreement to indemnify and hold harmless the Architect, Consultant or Contractor from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's alteration or use of the Instruments of Service. § 12.3.2 In the event the Owner alters the Instruments of Service without the author's written authorization or uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Design -Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for any of them, from all claims and causes of action arising from or related to such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Design -Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for any of them, from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's alteration or use of the Instruments of Service under this Section 12.3.2. The terms of this Section 12.3.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 13.1.4 or 13.2.2. ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 Termination or Suspension Prior to Execution of the Design -Build Amendment § 13.1.1 If the Owner fails to make payments to the Design -Builder for Work prior to execution of the Design -Build Amendment in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Design -Builder's option, cause for suspension of performance of services under this Init. AIA Document A141'" - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 27 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18 48 23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019. and is not for resale. User Notes: (3B9ADA2E) Agreement. If the Design -Builder elects to suspend the Work, the Design -Builder shall give seven days' written notice to the Owner before suspending the Work. In the event of a suspension of the Work, the Design -Builder shall have no liability to the Owner for delay or damage caused by the suspension of the Work. Before resuming the Work, the Design -Builder shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Design -Builder's Work. The Design -Builder's compensation for, and time to complete, the remaining Work shall be equitably adjusted. § 13.1.2 If the Owner suspends the Project, the Design -Builder shall be compensated for the Work performed prior to notice of such suspension. When the Project is resumed, the Design -Builder shall be compensated for expenses incurred in the interruption and resumption of the Design -Builder's Work. The Design -Builder's compensation for, and time to complete, the remaining Work shall be equitably adjusted. § 13.1.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Design -Builder, the Design -Builder may terminate this Agreement by giving not less than seven days' written notice. § 13.1.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 13.1.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Design - Builder for the Owner's convenience and without cause. § 13.1.6 In the event of termination not the fault of the Design -Builder, the Design -Builder shall be compensated for Work performed prior to termination, together with Reimbursable Expenses then due and any other expenses directly attributable to termination for which the Design -Builder is not otherwise compensated. In no event shall the Design -Builder's compensation under this Section 13.1.6 be greater than the compensation set forth in Section 2.1. § 13.2 Termination or Suspension Following Execution of the Design -Build Amendment § 13.2.1 Termination by the Design -Builder § 13.2.1.1 The Design -Builder may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Design -Builder, the Architect, a Consultant, or a Contractor, or their agents or employees, or any other persons or entities performing portions of the Work under direct or indirect contract with the Design -Builder, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government, such as a declaration of national emergency that requires all Work to be stopped; .3 Because the Owner has not issued a Certificate for Payment and has not notified the Design -Builder of the reason for withholding certification as provided in Section 9.5.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Design -Build Documents; or .4 The Owner has failed to furnish to the Design -Builder promptly, upon the Design -Builder's request, reasonable evidence as required by Section 7.2.7. § 13.2.1.2 The Design -Builder may terminate the Contract if, through no act or fault of the Design -Builder, the Architect, a Consultant, a Contractor, or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Design -Builder, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 13.2.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365 -day period, whichever is less. § 13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 13.2.1.2 exists, the Design -Builder may, upon seven days' written notice to the Owner, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit, costs incurred by reason of such termination, and damages. § 13.2.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Design -Builder or any other persons or entities performing portions of the Work under contract with the Design -Builder because the init. AIA Document A141T® - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 28 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48:23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019. and is not for resale User Notes: (3B9ADA2E) Owner has repeatedly failed to fulfill the Owner's obligations under the Design -Build Documents with respect to matters important to the progress of the Work, the Design -Builder may, upon seven additional days' written notice to the Owner, terminate the Contract and recover from the Owner as provided in Section 13.2.1.3. § 13.2.2 Termination by the Owner For Cause § 13.2.2.1 The Owner may terminate the Contract if the Design -Builder .1 fails to submit the Proposal by the date required by this Agreement, or if no date is indicated, within a reasonable time consistent with the date of Substantial Completion; .2 repeatedly refuses or fails to supply an Architect, or enough properly skilled Consultants, Contractors, or workers or proper materials; .3 fails to make payment to the Architect, Consultants, or Contractors for services, materials or labor in accordance with their respective agreements with the Design -Builder; .4 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .5 is otherwise guilty of substantial breach of a provision of the Design -Build Documents. § 13.2.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights or remedies of the Owner and after giving the Design -Builder and the Design -Builder's surety, if any, seven days' written notice, terminate employment of the Design -Builder and may, subject to any prior rights of the surety: .1 Exclude the Design -Builder from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Design -Builder; .2 Accept assignment of the Architect, Consultant and Contractor agreements pursuant to Section 3.1.15; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Design -Builder, the Owner shall furnish to the Design -Builder a detailed accounting of the costs incurred by the Owner in finishing the Work. § 13.2.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 13.2.2.1, the Design - Builder shall not be entitled to receive further payment until the Work is finished. § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design -Builder. If such costs and damages exceed the unpaid balance, the Design -Builder shall pay the difference to the Owner. The obligation for such payments shall survive termination of the Contract. § 13.2.3 Suspension by the Owner for Convenience § 13.2.3.1 The Owner may, without cause, order the Design -Builder in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 13.2.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 13.2.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Design -Builder is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 13.2.4 Termination by the Owner for Convenience § 13.2.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. § 13.2.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Design -Builder shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and, .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing Project agreements, including agreements with the Architect, Consultants, Contractors, and purchase orders, and enter into no further Project agreements and purchase orders. Init. AIA Document A141 T" — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 29 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48:23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019. and is not for resale. User Notes: (3B9ADA2E) § 13.2.4.3 In case of such termination for the Owner's convenience, the Design -Builder shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. ARTICLE 14 CLAIMS AND DISPUTE RESOLUTION § 14.1 Claims § 14.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Design -Builder arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. § 14.1.2 Time Limits on Claims. The Owner and Design -Builder shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or related to the Contract in accordance with the requirements of the binding dispute resolution method selected in Section 1.3, within the time period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Design -Builder waive all claims and causes of action not commenced in accordance with this Section 14.1.2. § 14.1.3 Notice of Claims § 14.1.3.1 Prior To Final Payment. Prior to Final Payment, Claims by either the Owner or Design -Builder must be initiated by written notice to the other party within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. § 14.1.3.2 Claims Arising After Final Payment. After Final Payment, Claims by either the Owner or Design -Builder that have not otherwise been waived pursuant to Sections 9.10.4 or 9.10.5, must be initiated by prompt written notice to the other party. The notice requirement in Section 14.1.3.1 and the Initial Decision requirement as a condition precedent to mediation in Section 14.2.1 shall not apply. § 14.1.4 Continuing Contract Performance. Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 13, the Design -Builder shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Design -Build Documents. § 14.1.5 Claims for Additional Cost. If the Design -Builder intends to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the portion of the Work that relates to the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 14.1.6 Claims for Additional Time § 14.1.6.1 If the Design -Builder intends to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Design -Builder's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. § 14.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated, and had an adverse effect on the scheduled construction. § 14.1.7 Claims for Consequential Damages The Design -Builder and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Design -Builder for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. Init. AIA Document A141.M — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48.23 on 07/17/2018 under Order No. 2466920655 which expires on 07/17/2019. and is not for resale User Notes: (3B9ADA2E) This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 13. Nothing contained in this Section 14.1.7 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Design -Build Documents. § 14.2 Initial Decision § 14.2.1 An initial decision shall be required as a condition precedent to mediation of all Claims between the Owner and Design -Builder initiated prior to the date final payment is due, excluding those arising under Sections 10.3 and 10.4 of the Agreement and Sections B.3.2.9 and B.3.2.10 of Exhibit B to this Agreement, unless 30 days have passed after the Claim has been initiated with no decision having been rendered. Unless otherwise mutually agreed in writing, the Owner shall render the initial decision on Claims. § 14.2.2 Procedure § 14.2.2.1 Claims Initiated by the Owner. If the Owner initiates a Claim, the Design -Builder shall provide a written response to Owner within ten days after receipt of the notice required under Section 14.1.3. I . Thereafter, the Owner shall render an initial decision within ten days of receiving the Design -Builder's response: ( I ) withdrawing the Claim in whole or in part, (2) approving the Claim in whole or in part, or (3) suggesting a compromise. § 14.2.2.2 Claims Initiated by the Design -Builder. If the Design -Builder initiates a Claim, the Owner will take one or more of the following actions within ten days after receipt of the notice required under Section 14.1.3.1: (I) request additional supporting data, (2) render an initial decision rejecting the Claim in whole or in part, (3) render an initial decision approving the Claim, (4) suggest a compromise or (5) indicate that it is unable to render an initial decision because the Owner lacks sufficient information to evaluate the merits of the Claim. § 14.2.3 In evaluating Claims, the Owner may, but shall not be obligated to, consult with or seek information from persons with special knowledge or expertise who may assist the Owner in rendering a decision. The retention of such persons shall be at the Owner's expense. § 14.2.4 If the Owner requests the Design -Builder to provide a response to a Claim or to furnish additional supporting data, the Design -Builder shall respond, within ten days after receipt of such request, and shall either (I ) provide a response on the requested supporting data, (2) advise the Owner when the response or supporting data will be furnished or (3) advise the Owner that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Owner will either reject or approve the Claim in whole or in part. § 14.2.5 The Owner's initial decision shall (I) be in writing; (2) state the reasons therefor; and (3) identify any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. § 14.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 14.2.6.1. § 14.2.6.1 Either party may, within 30 days from the date of an initial decision, demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. § 14.2.7 In the event of a Claim against the Design -Builder, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Design -Builder's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. § 14.2.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. § 14.3 Mediation § 14.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 9.10.4, 9.10.5, and 14.1.7, shall be subject to mediation as a condition precedent to binding dispute resolution. Init. AIA Document A141'" - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This ALA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 31 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18 48.23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019. and is not for resale User Notes: (3B9ADA2E) § 14.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this Section 14.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 14.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction. § 14.4 Arbitration § 14.4.1 If the parties have selected arbitration as the method for binding dispute resolution in Section 1.3, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. § 14.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations or statute of repose. For statute of limitations or statute of repose purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. § 14.4.2 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction. § 14.4.3 The foregoing agreement to arbitrate, and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement, shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 14.4.4 Consolidation or Joinder § 14.4.4.1 Either party, at its sole discretion. may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that ( I ) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 14.4.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 14.4.4.3 The Owner and Design -Builder grant to any person or entity made a party to an arbitration conducted under this Section 14.4, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Design -Builder under this Agreement. ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Governing Law The Contract shall be governed by the law of the place where the Project is located except that, if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 14.4. Init. AIA Document A141 r"^ - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48:23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019. and is not for resale User Notes: (3B9ADA2E) § 15.2 Successors and Assigns § 15.2.1 The Owner and Design -Builder, respectively, bind themselves, their partners, successors, assigns and legal representatives to the covenants, agreements and obligations contained in the Design -Build Documents. Except as provided in Section 15.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 15.2.2 The Owner may, without consent of the Design -Builder, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Design - Build Documents. The Design -Builder shall execute all consents reasonably required to facilitate such assignment. § 15.2.3 If the Owner requests the Design -Builder, Architect, Consultants, or Contractors to execute certificates, other than those required by Section 3.1.10, the Owner shall submit the proposed language of such certificates for review at least 14 days prior to the requested dates of execution. I f the Owner requests the Design -Builder, Architect, Consultants, or Contractors to execute consents reasonably required to facilitate assignment to a lender, the Design -Builder, Architect, Consultants, or Contractors shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to them for review at least 14 days prior to execution. The Design -Builder, Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services. § 15.3 Written Notice Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. § 15.4 Rights and Remedies § 15.4.1 Duties and obligations imposed by the Design -Build Documents, and rights and remedies available thereunder, shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. § 15.4.2 No action or failure to act by the Owner or Design -Builder shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. § 15.5 Tests and Inspections § 15.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Design -Build Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Design -Builder shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Design -Builder shall give the Owner timely notice of when and where tests and inspections are to be made so that the Owner may be present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Design -Builder. § 15.5.2 If the Owner determines that portions of the Work require additional testing, inspection or approval not included under Section 15.5.1. the Owner will instruct the Design -Builder to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Design -Builder shall give timely notice to the Owner of when and where tests and inspections are to be made so that the Owner may be present for such procedures. Such costs, except as provided in Section 15.5.3, shall be at the Owner's expense. § 15.5.3 If such procedures for testing, inspection or approval under Sections 15.5.1 and 15.5.2 reveal failure of the portions of the Work to comply with requirements established by the Design -Build Documents, all costs made necessary by such failure shall be at the Design -Builder's expense. Init. AIA Document A141 r" - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 33 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18 48'23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019 and is not for resale. User Notes: (3B9ADA2E) § 15.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Design -Build Documents, be secured by the Design -Builder and promptly delivered to the Owner. § 15.5.5 If the Owner is to observe tests, inspections or approvals required by the Design -Build Documents, the Owner will do so promptly and, where practicable, at the normal place of testing. § 15.5.6 Tests or inspections conducted pursuant to the Design -Build Documents shall be made promptly to avoid unreasonable delay in the Work. § 15.6 Confidential Information If the Owner or Design -Builder transmits Confidential Information, the transmission of such Confidential Information constitutes a warranty to the party receiving such Confidential Information that the transmitting party is authorized to transmit the Confidential Information. If a party receives Confidential Information, the receiving party shall keep the Confidential Information strictly confidential and shall not disclose it to any other person or entity except as set forth in Section 15.6.1. § 15.6.1 A party receiving Confidential Information may disclose the Confidential Information as required by law or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental entity. A party receiving Confidential Information may also disclose the Confidential Information to its employees, consultants or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of Confidential Information as set forth in this Contract. § 15.7 Capitalization Terms capitalized in the Contract include those that are ( I ) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. § 15.8 Interpretation § 15.8.1 In the interest of brevity the Design -Build Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 15.8.2 Unless otherwise stated in the Design -Build Documents, words which have well-known technical or construction industry meanings are used in the Design -Build Documents in accordance with such recognized meanings. ARTICLE 16 SCOPE OF THE AGREEMENT § 16.1 This Agreement is comprised of the following documents listed below: .1 AIA Document A 141 Tm-2014, Standard Form of Agreement Between Owner and Design -Builder .2 AIA Document A 1411m-2014, Exhibit A, Design -Build Amendment, if executed .3 ALA Document A141T"-2014, Exhibit B, Insurance and Bonds .4 AIA Document A I4I T"t-2014, Exhibit C, Sustainable Projects, if completed .5 AIA Document E203TM-2013, Building Information Modeling and Digital Data Exhibit, if completed, or the following: .6 Other: Exhibit A - Original RFP Exhibit B - Original CML RFP Response (6/22/2018) This Agreement entered into as of the day and year first written above. Init. AIA Document A141 T" - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 34 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18 48 23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019.. and is not for resale. User Notes: (3B9ADA2E) Init. OWNER (Signature) Steve Moreno, BOCC Chair (Printed name and title) AUG 2 0 2018 DESIGN -BUILDER (Signature) Keith Thoene, President (Printed name and title) AIA Document A141 rm - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, 35 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48:23 on 07/17/2018 under Order No. 2466920655 which expires on 07/17/2019, and is not for resale. User Notes: Ave7°417 7 Init. �t ,oitc 4 E OWNER (Signature) gLDEZii,.e) Keith Thoene, President (Printed name and title) (Printed name and title) AIA Document A141 T° - 2014. Copyright C 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This MA* Document Is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of It, may result in severe civil and "criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:48:23 on 07/17/2018 under Order No. 2466920655 which expires on 07/17/2019, and is not for resale. User Notes: /99 7' c& 9/J Additions and Deletions Report for AIA° Document A 141 rM — 2014 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 18:48:23 on 07/17/2018. PAGE 1 AGREEMENT made as of the 17th day of July in the year 2018 Weld County, Colorado, Buildings and Grounds Department 1 150 O Street Greeley, CO 8063 I CML Security, LLC 400 Young Court, Unit I Erie, CO 80516 Telephone Number: (720) 466-3650 Fax Number: (720) 438-7573 Weld County SW Service Center Booking Intake Remodel - Electronic Controls 4209 WCR 24-1/2 Longmont, CO The Weld County Southwest Service Center is located at 4209 WCR 24 14, Longmont, CO. There is an existing space that will be reconfigured to house two holding cells and various Sheriffs Office functions. All perimeter and holding cell doors will utilize detention grade doors, frames & electrified hardware (provided by others) with intercoms and cameras (provided by Security Electronic Controls contractor). N/A PAGE 3 See Exhibit B N/A Additions and Deletions Report for AIA Document A141" — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18.48:23 on 07/17/2018 under Order No. 2466920655 which expires on 07/17/2019 and is not for resale. User Notes: (3B9ADA2E) N/A N/A N/A June 22, 20I 8 TBD TBD PAGE 4 See Exhibit A and B. PAGE 5 [ X ] Litigation in a court of competent jurisdiction PAGE 6 See Exhibit B. PAGE 34 Exhibit A - Original RFP Exhibit B - Original CML RFP Response (6/22/2018) PAGE 35 Keith Thoene, President Additions and Deletions Report for AIA Document A141.M — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1848 23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019. and is not for resale. User Notes: (3B9ADA2E) Certification of Document's Authenticity AIA® Document D401 TM - 2003 I, , hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 18:48:23 on 07/17/2018 under Order No. 2466920655 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of A IA Document A I4I F"' - 2014, Standard Form of Agreement Between Owner and Design -Builder, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dated) AIA Document D401 T" — 2003. Copyright © 1992 and 2003 by The American Institute of Architects. All rights reserved. protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. software at 18 48 23 on 07/17/2018 under Order No 2466920655 which expires on 07/17/2019. and is not for resale User Notes: WARNING: This AIA® Document is Document, or any portion of it, may This document was produced by AIA (3B9ADA2E) 1 EXHIELI A REQUEST FOR BID WELD COUNTY, COLORADO 1150 O STREET GREELEY, CO 80631 DATE: MAY 29, 2018 BID NUMBER: *B1800123 DESCRIPTION: S.W. CONTROLS REMODEL DEPARTMENT: DEPT. OF BUILDINGS & GROUNDS MANDATORY PRE -BID CONFERENCE: JUNE 11, 2018 BID OPENING DATE: JUNE 22, 2018 1. NOTICE TO BIDDERS: ik =Ira '4. The Board of County Commissioners of Weld County, Colorado, by and through its Controller/Purchasing Director (collectively referred to herein as, "Weld County"), wishes to purchase the following: WELD COUNTY SOUTHWEST SERVICE CENTER BOOKING INTAKE REMODEL - ELECTRONIC CONTROLS DESIGN -BUILD BID 4209 WCR 24 1/2, LONGMONT, COLORADO A mandatory pre -bid conference will be held on JUNE 11, 2018 at 10:00 AM, at the Weld County Jail located at 2110 uO" Street, Greeley, Colorado 80631. Bids WI be received at the Office of the Weld County Purchasing Department in the Weld County Administrative Building, 1150 O Street Room #107 Greeley CO 80631 until: JUNE 22nd, 20'18 E 10:00 a.m. (Weld County Purchasing Time Clock). PAGES 1 - 8 OF THIS REQUEST FOR BIDS CONTAIN GENERAL INFORMATION FOR THE REQUEST NUMBER REFERRED TO ABOVE. NOT ALL OF THE INFORMATION CONTAINED IN PAGES 1-8 MAY BE APPLICABLE FOR EVERY PURCHASE. BID SPECIFICS FOLLOW PAGE 8. 2. INVITATION TO BID: Weld County requests bids for the above -listed merchandise, equipment, and/or services. Said merchandise and/or equipment shall be delivered to the location(s) specified herein Bids shall include any and all charges for freight, delivery, containers, packaging, less all taxes and discounts, and shall, in every way, be the total net price which the bidder will expect the Weld County to pay if awarded the bid. You can find information concerning this request at two locations: On the Weld County Purchasing website at https://www.weldgov.com/departments/purchasing located under "Current Requests". And, on the Bidnet Direct website at www.bidnetdirect.com. Weld County Government is a member of BidNet Direct. BidNet Direct is an on-line notification system which is being utilized by multiple non-profit and governmental entities. Participating entities post their bids, quotes, proposals, addendums, and awards on this one centralized system. Bic' Delivery to Weld County -- 2 methods: 1. Email. Emailed bids are preferred. Emailed bids must include the following statement on the email: "I hereby waive my right to a sealed bid" . An email confirmation will be sent when we receive your bid/proposal. If more than one copy of the bid is requested, you must submit/mail hard copies of the bid proposal. Bids may be emailed to: bids@weldgov.com. 2. Mail or Hand Delivery. Mailed (or hand delivered) bids should be sent in a sealed envelope with the bid title and bid number on it. Please address to: Weld County Purchasing Department, 1150 O Street, Room #107 Greeley, CO 80631. Please call Purchasing at 970-400-4222 or 4223 if you have any questions. 3. INSTRUCTIONS TO BIDDERS: INTRODUCTORY INFORMATION Bids shall be typewritten or written in ink on forms prepared by the Weld County Purchasing Department. Each bid must give the full business address of bidder and be signed by him with his usual signature. Bids by partnerships must furnish the full names of all partners and must be signed with the partnership name by one of the members of the partnership or by an authorized representative, followed by the signature and title of the person signing. Bids by corporations must be signed with the legal name of the corporation, followed by the name of the state of the incorporation and by the signature and title of the president, secretary, or other person authorized to bind it in the matter. The name of each person signing shall also be typed or printed below the signature. A bid by a person who affixes to his signature the word "president," "secretary," "agent," or other title without disclosing his principal, may be held to be the bid of the individual signing. When requested by the Weld County Controller/Purchasing Director/Purchasing Director, satisfactory evidence of the authority of the officer signing on behalf of a corporation shall be furnished. A power of attorney must accompany the signature of anyone not otherwise authorized to bind the Bidder. All corrections or erasures shall be initialed by the person signing the bid. All bidders shall agree to comply with all of the conditions, requirements, specifications, and/or instructions of this bid as stated or implied herein. All designations and prices shall be fully and clearly set forth. All blank spaces in the bid forms shall be suitably filled in. Bidders are required to use the Proposal Forms which are included in this package and on the basis indicated in the Bid Forms. The Bid Proposal must be filled out completely, in detail, and signed by the Bidder. Late or unsigned bids shall not be accepted or considered. It is the responsibility of the bidder to ensure that the bid arrives in the Weld County Purchasing Department on or prior to the time indicated in Section 1, entitled, "Notice to Bidders." Bids received prior to the time of opening will be kept unopened in a secure place. No responsibility will attach to the Weld County Controller/Purchasing Director/Purchasing Director for the premature opening of a bid not properly addressed and identified. Bids may be withdrawn upon written request to and approval of the Weld County Controller/Purchasing Director/Purchasing Director; said request being received from the withdrawing bidder prior to the time fixed for award. Negligence on the part of a bidder in preparing the bid confers no right for the withdrawal of the bid after it has been awarded. Bidders are expected to examine the conditions, specifications, and all instructions contained herein, failure to do so will be at the bidders' risk. In accordance with Section 14-9(3) of the Weld County Home Rule Charter, Weld County will give preference to resident Weld County bidders in all cases where said bids are competitive in price and quality. It is also understood that Weld County will give preference to suppliers from the State of Colorado, in accordance with C.R.S. § 30-11-110 (when it is accepting bids for the purchase of any books, stationery, records, printing, lithographing or other supplies for any officer of Weld County). Weld County reserves the right to reject any and all bids, to waive any informality in the bids, to award the bid to multiple vendors, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one vendor. In submitting the bid, the bidder agrees that the signed bid submitted, all of the documents of the Request for Proposal contained herein (including, but not limited to the product specifications and scope of services), the formal acceptance of the bid by Weld County, and signature of the Chair of the Board of County Commissioners, together constitutes a contract, with the contract date being the date of signature by the Chair of the Board of County Commissioners. BID REQUEST #B1800123 Page 2 4. SUCCESSFUL BIDDER HIRING PRACTICES - ILLEGAL ALIENS Successful bidder certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Successful bidder will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Successful bidder shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Successful bidder that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Successful bidder shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment screening or job applicants while this Agreement is being performed. If Successful bidder obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Successful bidder shall notify the subcontractor and County within three (3) days that Successful bidder has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Successful bidder shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Successful bidder shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Successful bidder participates in the State of Colorado program, Successful bidder shall, within twenty days after hiring a new employee to perform work under the contract, affirm that Successful bidder has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Successful bidder shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Successful bidder fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Successful bidder shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Successful bidder receives federal or state funds under the contract, Successful bidder must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Successful bidder operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract. 5. GENERAL PROVISIONS A. Fund Availability: Financial obligations of Weld County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. By acceptance of the bid, Weld County does not warrant that funds will be available to fund the contract beyond the current fiscal year. B. Trade Secrets and other Confidential Information: Weld County discourages bidders from submitting confidential information, including trade secrets, that cannot be disclosed to the public. If necessary, confidential information of the bidder shall be transmitted separately from the main bid submittal, clearly denoting in red on the information at the top the word, "CONFIDENTIAL." However, the successful bidder is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., the Colorado Open Records Act (CORA), with regard to public records, and cannot guarantee the confidentiality of all documents. The bidder is responsible for ensuring that all information contained within the confidential portion of the submittal is exempt from disclosure pursuant to C.R.S. 24-72-204(3)(a)(IV) (Trade secrets, privileged information, and confidential commercial, financial, geological, or geophysical BID REQUEST #B1800123 Page 3 data). If Weld County receives a CORA request for bid information marked "CONFIDENTIAL", staff will review the confidential materials to determine whether any of them may be withheld from disclosure pursuant to CORA, and disclose those portions staff determines are not protected from disclosure. Weld County staff will not be responsible for redacting or identifying Confidential information which is included within the body of the bid and not separately identified. Any document which is incorporated as an exhibit into any contract executed by the County shall be a public document regardless of whether it is marked as confidential. C. Governmental Immunity: No term or condition of the contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. D. Independent Contractor: The successful bidder shall perform its duties hereunder as an independent contractor and not as an employee. He or she shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to the contract. Neither the successful bidder nor any agent or employee thereof shall be deemed to be an agent or employee of Weld County. The successful bidder and its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through Weld County and Weld County shall not pay for or otherwise provide such coverage for the successful bidder or any of its agents or employees. Unemployment insurance benefits will be available to the successful bidder and its employees and agents only if such coverage is made available by the successful bidder or a third party. The successful bidder shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to the contract. The successful bidder shall not have authorization, express or implied, to bind Weld County to any agreement, liability or understanding, except as expressly set forth in the contract. The successful bidder shall have the following responsibilities with regard to workers' compensation and unemployment compensation insurance matters: (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, and (b) provide proof thereof when requested to do so by Weld County. E. Compliance with Law: The successful bidder shall strictly comply with all applicable federal and state laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. F. Choice of Law: Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of the contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. G. No Third -Party Beneficiary Enforcement: It is expressly understood and agreed that the enforcement of the terms and conditions of the contract, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in the contract shall give or allow any claim or right of action whatsoever by any other person not included in the contract. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under the contract shall be an incidental beneficiary only. H. Attorney's Fees/Legal Costs: In the event of a dispute between Weld County and the successful bidder, concerning the contract, the parties agree that Weld County shall not be liable to or responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of the successful bidder. Disadvantaged Business Enterprises: Weld County assures that disadvantaged business enterprises will be afforded full opportunity to submit bids in response to all invitations and will not be discriminated against on the grounds of race, color, national origin, sex, age, or disability in consideration for an award. J. Procurement and Performance: The successful bidder agrees to procure the materials, equipment and/or products necessary for the project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the project. The successful bidder shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements outlined in the Bid within the time limits prescribed by County may result in County's decision to withhold BID REQUEST #B1800123 Page 4 payment or to terminate this Agreement. K. Term: The term of this Agreement begins upon the date of the execution of this Agreement by County, and shall continue through and until successful bidder's completion of the responsibilities described in the Bid. L. Termination: County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. M. Extension or Modification: Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by the successful bidder shall be the basis for additional compensation unless and until the successful bidder has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. N. Subcontractors: The successful bidder acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of the successful bidder. The successful bidder shall not enter into any subcontractor agreements for the completion of this Project without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. The successful bidder shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to the successful bidder by the terms of this Agreement, and to assume toward the successful bidder all the obligations and responsibilities which the successful bidder, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by the successful bidder and the successful bidder shall cooperate in such process. The successful bidder shall be responsible for the acts and omissions of its agents, employees and subcontractors. O. Warranty: The successful bidder warrants that services performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. The successful bidder further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. In addition to the foregoing warranties, Contractor is aware that all work performed on this Project pursuant to this Agreement is subject to a one-year warranty period during which Contractor must correct any failures or deficiencies caused by contractor's workmanship or performance. The bidder warrants that the goods to be supplied shall be merchantable, of good quality, and free from defects, whether patent or latent. The goods shall be sufficient for the purpose intended and conform to the minimum specifications herein. The successful bidder shall warrant that he has title to the goods supplied and that the goods are free and clear of all liens, encumbrances, and security interests. Service Calls in the First One Year Period: The successful bidder shall bear all costs for mileage, travel time, and service trucks used in the servicing (including repairs) of any of the goods to be purchased by Weld County, Colorado, pursuant to this bid for as many service calls as are necessary for the first one (1) year period after said goods are first supplied to Weld County. Bidder shall submit with their bids the following information pertaining to the equipment upon which the bids are submitted: 1. Detailed equipment specifications to include the warranty. 2. Descriptive literature. BID REQUEST #81800123 Page 5 P. Non -Assignment: The successful bidder may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by the successful bidder to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of the successful bidder hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. Q. Interruptions: Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. R. Non -Exclusive Agreement: This Agreement is nonexclusive and County may engage or use other contractors or persons to perform services of the same or similar nature. S. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement agree that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of the successful bidder's services and the successful bidder shall not employ any person having such known interests. During the term of this Agreement, the successful bidder shall not engage in any business or personal activities or practices or maintain any relationships which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by the successful bidder to ensure compliance with this provision may result, in County's sole discretion, in immediate termination of this Agreement. No employee of the successful bidder nor any member of the successful bidder's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises the successful bidder's operations, or authorizes funding to the successful bidder. T. Severability: If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. U. Binding Arbitration Prohibited: Weld County does not agree to binding arbitration by any extra- judicial body or person. Any provision to the contrary in the contract or incorporated herein by reference shall be null and void. V. Board of County Commissioners of Weld County Approval: This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. W. Compensation Amount: Upon the successful bidder's successful completion of the service, and County's acceptance of the same, County agrees to pay an amount no greater than the amount of the accepted bid. The successful bidder acknowledges no payment in excess of that amount will be made by County unless a "change order" authorizing such additional payment has been specifically approved by the County's delegated employee, or by formal resolution of the Weld County Board of County Commissioners, as required pursuant to the Weld County Code. X. Taxes: County will not withhold any taxes from monies paid to the successful bidder hereunder and the successful bidder agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. 6. INSURANCE REQUIREMENTS General Requirements: Successful bidders must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or BID REQUEST #81800123 Page 6 services provided pursuant to this request. Successful bidders shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A" VIII or better. Each policy shall contain a valid provision or endorsement stating "Should any of the above -described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Weld County Controller/Purchasing Director/Purchasing Director by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is in excess of a deductible or self - insured retention, County must be notified by the Successful bidder. Successful bidder shall be responsible for the payment of any deductible or self -insured retention. County reserves the right to require Successful bidder to provide a bond, at no cost to County, in the amount of the deductible or self -insured retention to guarantee payment of claims. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Successful bidder. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Successful bidder from liabilities that might arise out of the performance of the work under this Contract by the Successful bidder, its agents, representatives, employees, or subcontractors. The successful bidder shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The successful bidder is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The successful bidder shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. Any modification to these requirements must be made in writing by Weld County. The successful bidder stipulates that it has met the insurance requirements identified herein. The successful bidder shall be responsible for the professional quality, technical accuracy, and quantity of all materials and services provided, the timely delivery of said services, and the coordination of all services rendered by the successful bidder and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies_ INDEMNITY: The successful bidder shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or claims of any type or character arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the successful bidder to conform to any statutes, ordinances, regulation, law or court decree. The successful bidder shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement, or on account of or in consequence of neglect of The successful bidder in its methods or procedures; or in its provisions of the materials required herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is agreed that the successful bidder will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the successful bidder agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the successful bidder for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. Types of Insurance: The successful bidder shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the successful bidder's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a successful bidder or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such successful bidder or subcontractor executes the appropriate sole proprietor waiver form. BID REQUEST #B1800123 Page 7 Commercial General Liability Insurance for bodily injury, property damage, and liability assumed under an insured contract, and defense costs, with the minimum limits must be as follows: $1,000,000 each occurrence; $2,000,000 general aggregate; $2,000,000 products and completed operations aggregate; $1,000,000 Personal Advertising injury Automobile Liability: Successful bidder shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract. Successful bidders shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the Request for Bid. Proof of Insurance: County reserves the right to require the successful bidder to provide a certificate of insurance, a policy, or other proof of insurance as required by the Countys Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Successful bidder's insurer shall name County as an additional insured. Waiver of Subrogation: For all coverages, Successful bidder's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, subcontractors, independent contractors, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverages required of Successful bidder. Successful bidder shall include all such subcontractors, independent contractors, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Successful bidder agrees to provide proof of insurance for all such subcontractors, independent contractors, sub -vendors suppliers or other entities upon request by the County. The terms of this Agreement are contained in the terms recited in this Request for Bid and in the Response to the Bid each of which forms an integral part of this Agreement. Those documents are specifically incorporated herein by this reference. BID REQUEST #81800123 Page 8 SPECIFICATIONS AND/OR SCOPE OF WORK AND PROPOSED PRICING: WELD COUNTY SOUTHWEST SERVICE CENTER BOOKING INTAKE REMODEL - ELECTRONIC CONTROLS DESIGN -BUILD BID 4209 WCR 24 1/2, LONGMONT, COLORADO Public Notice is hereby given that Weld County, Colorado, hereinafter referred to as the "County" will receive bids to perform a Holding Cell Security Electronic Controls Design/Build at the Weld County Southwest Service Center. This facility is located at 4209 WCR 24 1/2, Longmont, Colorado. The purpose of this bid is to obtain a turn -key design -build team to perform design, construction and construction management services for all phases of the work consisting of improvements including, without limitation, the following work: • Design Services • Holding Cell Controls Construction • Construction Management OVERVIEW The Weld County Southwest Service Center is located at 4209 WCR 24'/2, Longmont, CO. There is an existing space that will be reconfigured to house two holding cells and various Sheriff's Office functions. All perimeter and holding cell doors will utilize detention grade doors, frames & electrified hardware (provided by others) with intercoms and cameras (provided by Security Electronic Controls contractor). Weld County anticipates a complete package to be designed and built. SPECIFICATIONS AND/OR SCOPE OF WORK: The project shall include, but not necessarily be limited to, the following: 1. The design and construction of the remodel itself is being accomplished through a design -bid -build through a general contractor. BID REQUEST #B1800123 Page 9 2. This bid is to acquire a security electronic controls (SEC) contractor to work with both the architect and general contractor. This SEC shall provide all design, engineering, programming, coordination, and project management required for the security electronic controls package. 3. All testing and commissioning of security electronic equipment will be included. 4. All coordination drawings, shop drawings, engineering drawings, submittal drawings and other supplemental CAD drawings required to complete scope of work as listed herein. 5. All handling, staging, and unloading of materials installed within this scope. 6. The new CCTV system should ride on a new and completely separate network that will be housed within the space. 7. New system shall control all door access control systems including, but not limited to, wiring, terminations at electrified doors, intercoms and cameras. 8. SEC contractor will provide all new security electronics equipment including, but not limited to, computers, servers, racks, consoles, programmable logic controllers (PLC's), uninterruptable power supplies (UPS's), data logging and reporting systems, printers, intercoms, cameras, controls to operate electrified hardware, touchscreen control systems, software, licenses, certifications, and customized system programming. 9. Uninterruptable power supplies (UPS) shall have a run time of 45 minutes. 10. Contractor is expected to install a new and complete security electronics network including, but not limited to cabling, network hardware, communication cards for all systems, software, equipment, racked assemblies, terminations, and testing. 11. Provide one-year warranty. One-year warranty starts after completion of all installation activities and after substantial completion is agreed upon by owner. 12. All doors, frames and electronic hardware will be new; provided and installed under a separate contract to the contractor performing the renovation. 13. Conduit locations will be coordinated with a County provided design/construction team in order to facilitate proper locations of contractor's devices including, but not limited to: cameras, electrified door hardware & intercom systems. 14. Raceways back to head -in units are the responsibility of the SEC Contractor. 15. System must maintain a 90 -day retention of all video surveillance. 16. Provide one video viewing station placed on a new millwork countertop/workspace in the facility; millwork provided by Owner. The station will be capable of viewing live and stored video feed and additional equipment to view, download and burn video evidence from live and stored video for the purposes of administrative and criminal proceedings as well as for training purposes. 17. Selected video selections by staff must be able to be downloaded/copied to CD, flash drive, and saved to other electronic storage devices separate from the 90 -day retention components. 18. Contractor must provide training to owner at pre -arranged dates on new systems. 19. Site floor plan is attached. 20. To ensure consistency, the new system must match the system used in the Weld County Jail. These are: a. VMS: Milestone Systems - XProtect® VMS 2018 R1 b. Intercom controls: 1) Intercom controls - Harding MicroComm DXL digital intercom modules DCC & DCE 2) Amplifier: TOA A-912MK2 3) Intercom stations - Atlas -Sound's VPCS-2GPB-2 & VPCS-2GPB-245 c. Cameras: 1) Bosch Mini Dome NDE-5503-A 2) Bosch PTZ VG5-7230-EPCs 3) Bosch Dinion NBN-80052-BA d. Devices to extend distance change media for cameras: 1) Surge Protector Ditek DTK-MRJPOE 2) Media Converter Veracity Global VHW-HWPS BID REQUEST #B1800123 Page 10 PRELIMINARY SCHEDULE • Date of this bid • Advertisement Date • Pre -bid conference • Proposals Are Due • Contract Award Notice • Pre-Const. Services • Commence Construction • Substantial Completion • Final Completion May 29, 2018 May 29, 2018 June 11, 2018 June 22, 2018 July 10, 2018 Immediately upon notice of award TBD TBD TBD The Board of Weld County Commissioners reserves the right to reject any or all bids, to waive any informality in bids, and to accept the bid that, in the opinion of the Board, is in the best interests of the Board and of the County of Weld, State of Colorado. TOTAL BID: $ _ START DATE: _ FINISH DATE: NOTE: Winning contractor will be expected to enter into a County contract for this design build. A mandatory pre -bid conference will be held on June 11, 2018 at 10:00 AM, at the Weld County Southwest Service Center - 4209 WCR 24 1/2, LONGMONT, COLORADO Bids will be received up to, but not later than June 22, 2018 at 10:00 (WELD COUNTY PURCHASING TIME CLOCK). BID REQUEST #B1800123 Page 11 MAINTENANCE AGREEMENT Weld County is interested in identifying maintenance cost associated with this replacement. While the first year's components and installation will be under warranty, the County would like to obtain pricing for the second and third year maintenance. Please provide a maintenance proposal detailing what is included/excluded in a maintenance agreement. In addition, provide the following wage rates: YEAR 1 YEAR 2 YEAR 3 Normal Labor Wage Rate (Hourly) $ $ $ Overtime Labor Wage Rate (Hourly) $ $ $ Price Increase/Adjustment per year % % % Parts Markup Percentage % % % BID REQUEST #B1800123 Page 12 KEY MAP. rot TO *Alt 1 L 1 r"PE MOW. II. MAW. Mr MIMI •5O.155roal RmpIL MHO m s. TRG sa. wri NY H.ws IW 4 `.�ti`.1' ,ju�y1�•E•MyTln M A":p... I+ H iw le mu. ..0' OMPrlim1lttl`.1R M+H W MRtM .Y • P.-I.M PM PPM OIL l lc f • M.dC n yid HRM um am. cite mak >v.. KU. .,d. K• r_ IaK .ub. } Fl 1{1 KFY SKr emu; �mndara'Msi -ms as '•• `ir B [WM. 5135 Pal . .r ® ama 6 lmilw s..e l:.el mug R. MOM". Ruaw m MOM. r Riga 7 I ,t41 rL! ii MC l6 sakm MM. + M.® m5.5. rump .5515.5.5 ID MOMS stJ k name] Map. 504 awwie In +� a•1 11% C0SSESI rialmimm �Ya • OUR rOL iwxe ..•da l wpo .w s R.: OOP mu. The undersigned, by his or her signature, hereby acknowledges and represents that: 1. The bid proposed herein meets all of the conditions, specifications and special provisions set forth in the request for proposal for Request No. #B1800123. 2. The quotations set forth herein are exclusive of any federal excise taxes and all other state and local taxes. 3. He or she is authorized to bind the below -named bidder for the amount shown on the accompanying proposal sheets. 4. The signed bid submitted, all of the documents of the Request for Proposal contained herein (including, but not limited to, product specifications and scope of services), and the formal acceptance of the bid by Weld County, together constitutes a contract, with the contract date being the date of formal acceptance of the bid by Weld County. 5. Weld County reserves the right to reject any and all bids, to waive any informality in the bids, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one vendor. FIRM BUSINESS ADDRESS CITY, STATE, ZIP CODE TELEPHONE NO PRINTED NAME AND TITLE SIGNATURE E-MAIL DATE FAX TAX ID # **ALL BIDDERS SHALL PROVIDE A W-9 WITH THE SUBMISSION OF THEIR BID** WELD COUNTY IS EXEMPT FROM COLORADO SALES TAXES. THE CERTIFICATE OF EXEMPTION NUMBER IS #98-03551-0000. YOU DO NOT NEED TO SEND BACK PAGES 1 - 8. ATTEST: BOARD OF COUNTY COMMISSIONERS Weld County Clerk to the Board WELD COUNTY, COLORADO BY: Deputy Clerk to the Board Steve Moreno, Chair APPROVED AS TO SUBSTANCE: Elected Official or Department Head Controller/Purchasing Director SPECIFICATIONS AND/OR SCOPE OF WORK AND PROPOSED PRICING: WELD COUNTY SOUTHWEST SERVICE CENTER BOOKING INTAKE REMODEL - ELECTRONIC CONTROLS DESIGN -BUILD BID 4209 WCR 24 1/2, LONGMONT, COLORADO Public Notice is hereby given that Weld County, Colorado, hereinafter referred to as the "County" will receive bids to perform a Holding Cell Security Electronic Controls Design/Build at the Weld County Southwest Service Center, This facility is located at 4209 WCR 24 iz, Longmont, Colorado, The purpose of this bid is to obtain a turn -key design -build team to perform design, construction and construction management services for all phases of the work consisting of improvements including, without limitation, the following work: • Design Services • I lolding Cell Controls Construction • Construction Management OVERVIEW The Weld County Southwest Service Center is located at 4209 WCR 24 l/z, Longmont, CO, There is an existing space that will be reconfigured to house two holding cells and various Sheriff's Office functions, All perimeter and holding cell doors will utilize detention grade doors, frames & electrified hardware (provided by others) with intercoms and cameras (provided by Security Electronic Controls contractor). Weld County anticipates a complete package to be designed and built. SPECIFICATIONS AND/OR SCOPE OF WORK: The project shall include, but not necessarily he limited to, the following: BID REQUEST #B'1800123 Page 9 I. The design and construction of the remodel itself is being accomplished through a design -bid -build through a general contractor. 2. This bid is to acquire a security electronic controls (SEC) contractor to work with both the architect and general contractor. This SEC shall provide all design, engineering, programming, coordination, and project management required for the security electronic controls package. 3. All testing and commissioning of security electronic equipment will he included. 4. All coordination drawings, shop drawings, engineering drawings, submittal drawings and other supplemental CAD drawings required to complete scope of work as listed herein. 5. All handling, staging, and unloading of materials installed within this scope. 6. The new CCTV system should ride on a new and completely separate network that will be housed within the space. 7. New system shall control all door access control systems including, but not limited to, wiring, terminations at electrified doors, intercoms and cameras. 8. SEC contractor will provide all new security electronics equipment including, but not limited to, computers, servers, racks, consoles, programmable logic controllers (PLC's), uninterruptahle power supplies (UPS's), data logging and reporting systems, printers, intercoms, cameras, controls to operate electrified hardware, touchscreen control systems, software, licenses, certifications, and customized system programming. 9. Uninterruptable power supplies (UPS) shall have a run time of 45 minutes. 10, Contractor is expected to install a new and complete security electronics network including, but not limited to cabling, network hardware, communication cards for all systems, software, equipment, racked assemblies, terminations, and testing. 11, Provide one-year warranty. One-year warranty starts after completion of all installation activities and after substantial completion is agreed upon by owner. 12, All doors, frames and electronic hardware will be new; provided and installed under a separate contract to the contractor performing the renovation. 13. Conduit locations will be coordinated with a County provided design/construction team in order to facilitate proper locations of contractor's devices including, but not limited to: cameras, electrified door hardware & intercom systems. 14, Raceways back to head -in units are the responsibility of the SEC Contractor, IS. System must maintain a 90 -day retention of all video surveillance. 16. Provide one video viewing station placed on a new millwork countertop/workspace in the facility; millwork provided by Owner. The station will be capable of viewing live and stored video feed and additional equipment to view, download and burn video evidence from live and stored video for the purposes of administrative and criminal proceedings as well as for training purposes. 17. Selected video selections by staff must be able to be downloaded/copied to CD, flash drive, and saved to other electronic storage devices separate from the 90 -day retention components. 18. Contractor must provide training to owner at pre -arranged dates on new systems. 19. Site floor plan is attached. 20. To ensure consistency, the new system must match the system used in the Weld County Jail. These arc: a. VMS: Milestone Systems - XProtect© VMS 2018 RI b. Intercom controls: I) Intercom controls - I larding MicroComm DXL digital intercom modules DCC & DCE 2) Amplifier: TOA A-9I2MK2 3) Intercom stations - Atlas -Sound's VPCS-2GPB-2 & VPCS-2GPB-245 c, Cameras: I) Bosch Mini Dome NDE-5503-A 2) Bosch PTZ VG5-7230-EPCs 3) Bosch Dinion NBN-80052-BA d. Devices to extend distance change media for cameras: 1) Surge Protector Ditek DTK-MRJPOE 2) Media Converter Veracity Global VHW-HWPS BID REQUEST #B1800123 Page 10 PRELIMINARY SCHEMA T • Date of this hid • Advertisement Date • Pre -bid conference • Proposals Are Due • Contract Award Notice • Pre-Const, Services • Commence Construction • Substantial Completion • Final Completion May 29, 2018 May 29, 2018 June 11, 2018 ,I1h'E 15, 2018 June 22, 2018 July 10, 2018 Immediately upon notice of award TBD 'CBD 7'B D The Board of Weld County Commissioners reserves the right to reject any or all bids, to waive any informality in bids, and to accept the bid that, in the opinion of the Board, is in the best interests of the Board and of the County of Weld, State of Colorado. TOTAL BID $ 144,900 START DATE 7/2/18 FINISH DATE: 11/1/18 (contingent on GC finish date) NOTE: Ei: Winning contractor will be expected to enter into a County contract for this design build. A mandatory pre -bid conference will be held on June 15, 2018 at 10:30 AM, at the Weld County Southwest Service Center - 4209 WCR 24 1/2, LONGMONT, COLORADO Bids will be received up to, but not later than June 22, 2018 at 10:00 (WELD COUNTY PURCHASING TIME CLOCK). BID REQUEST #81800123 Page 11 MAINTENANCE AGREEMENT Weld County is interested in identifying maintenance cost associated with this replacement. While the first year's components and installation will be under warranty, the County would like to obtain pricing for the second and third year maintenance. Please provide a maintenance proposal detailing what is included/excluded in a maintenance agreement. In addition, provide the following wage rates: Normal Labor Wage Rate (Hourly) Overtime Labor Wage Rate (Hourly) Price Increase/Adjustment per year Parts Markup Percentage BID REQUEST #B1800123 YEAR 1 YEAR 2 YEAR 3 $ 80.00 t $ 82.00 $ 84.87 $120.00 $ 123.00 $ 127.30 0 % 2.5 % 3.5 % after year 1 after year 2 25 % 25 25 Page 12 a'rrt XS _crd:.;LX IC . 111 KEY czar,z-.Y "t'lot aeuacx•:rcrmzo:...cal li D''1:& f 7:7[+C,:UE'Xtt=wxtr .***)J:0I7.7y t.;L0 The undersigned, by his or her signature, hereby acknowledges and represents that: 1. The hid proposed herein meets all of the conditions, specifications and special provisions set forth in the request for proposal for Request No. #B1800123. 2, The quotations set forth herein are exclusive of any federal excise taxes and all other state and local taxes. 3. He or she is authorized to bind the below -named bidder for the amount shown on the accompanying proposal sheets. 4, The signed bid submitted, all of the documents of the Request for Proposal contained herein (including, but not limited to, product specifications and scope of services), and the formal acceptance of the bid by Weld County, together constitutes a contract, with the contract date being the date of formal acceptance of the bid by Weld County. 5. Weld County reserves the right to reject any and all bids, to waive any informality in the bids, and to accept the bid that, in the_ opinion of the Board of County Commissioners, is to the best interests of Weld County. The hid(s) may be awarded to more than one vendor. FIRM CML Security, LLC BUSINESS ADDRESS 400 Young Court, Unit 1 CITY, STATE, ZIP CODE Erie, CO 805' 6 TELEPHONE NO 720.466.3650 FAX 720.438.7573 PRINTED NAME AND TITLE J.J. Ramsey, President & Owner SIGNATURE E-MAIL jjramsey@cmisecurity.us TAX ID # DL44012 DATE 6/22/18 *"ALL BIDDERS SHALL PROVIDE A W-9 WITH THE SUBMISSION OF THEIR BID** WELD COUNTY IS EXEMPT FROM COLORADO SALES TAXES. THE CERTIFICATE OF EXEMPTION NUMBER IS #98-03551-0000. YOU DO NOT NEED TO SEND BACK PAGES 1 - 8. ATTEST: BOARD OF COUNTY COMMISSIONERS Weld County Clerk to the Board WELD COUNTY, COLORADO BY: Deputy Clerk to the Board Steve Moreno, Chair APPROVED AS TO SUBSTANCE: Elected Official or Department Head Controller/Purchasing Director norm W"9 (Rev, December 2014 Department of the Treasury Internet ritW0r1 ie Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. N N Or co C O to 2 t `0 2 C C a 40D Young Court, Unit 1 t Name (es elrowirrr on your income tax return). Name is requited on this fine; do not !cays this line plank. CML Security, LLC 2 Business nnmeklieregarrled entity name, different from above A 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: ❑ intfividualfsole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ TrusUostato single -member LLC Q Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ► p Note. ror a single -member LTC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax crassiflcatlon of the single -member owner ❑ other Nee Instructions) ► 5 Address (number, street, aid 8 City, state, and ZIP code Erie, CO 80516 7 ccount turmtn1r(s) Ito ( to 4 Exemptions (codes apply only to Certain entities. not individuals; see Instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) estera name and address (ontlonni) Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your social security number (SSN). However, for a --(— resident alien, sole proprietor, or disregarded entity, see the Part I Instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. or Note. If the account is in more than one name. see the instructions for Tine 1 and the chart on page 4 for Employer identtficatlon number guidelines on whose number to enter IJ Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be Issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have riot been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup wfthholcjng; and 3. I am a U.S. citizen or other L S. person (defined below), and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt Certification instructions, You must cross out item 2 above If you have been because you have failed to report all interest and dividends on your tax return. interest paid, acquisition or abandonment of secured property, cancellation of generally. payments other than ntarost and dividends, you are not required to instructions on page 3. Sign Signature of Here I U.S. person ► 4 7 - 4 3 2 6 2 3 3 General Instructions Section references are to the Internal Revenue Code amass otherwise noted, Future developments. information about developments affecting Form W-9 (such as legislation enacted aver we release t) is at wwwars.govflw9. Purpose of Form An individual or entity (Form W-9 requester) who is required to the an information return with the iii$ roust obtain your correct taxpayer identification number (TIN) which may be your social security numoar (SSN), individual taxpayer.dentilicatton number (ITtN). adoption taxpayer identification number (At IN). or employer identification number (EIN), to report on an Information return the amount paid to you, or other amount reportable on an information return, Examples of Information returns include, but are not limited to, the following: • Form 1099-INT (interest earned or paid) • 0orm 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prices, awards, or grass proceeds) • Form 1099-8 (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactional from FATCA reporting is correct, notified by the IRS that you are currently subject to backup withholding For real estate transactions, item 2 does not apply, For mortgage debt, contributions to an individual retirement arrangement (IRA), and sign the certification, but you must provide your correct TIN. See the Date ► 6/9/17 • Farm 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T fruition) • Form 1099-C (canceled debt; • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are e U.S. person (including a resident alien), to provide your contact TIN. 1f you do not return Forrn W-9 to the requester petit a TIN, you might be subject to backup wrrhholdrng. See What is backup withhordatg? on page 2. By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be Issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding it you we a U.S. exempt payee. If appitceble, you are also certifying that as a U.S. parson, your allocable share of any partnership Income from a J.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA codejs) entered on this form (if any) indicating that you are exempt from the FATCA reporting, Is correct. See What Is FATCA reporttng7 on page 7 for funliof information. Cat. No. 10231K Form W-9 (Rev, 12-2014) Exhibit C Termination. County has the right to terminate this Agreement, with or without cause on thirty (60) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. However, nothing herein shall be construed as giving Contractor the right to provide materials (or services) under this Agreement beyond the time when such materials (or services) become unsatisfactory to the County. If this Agreement is terminated by County, Contractor shall be compensated for, and such compensation shall be limited to, (l) the sum of the amounts contained in invoices which it has submitted and which have been approved by the County; (2) the reasonable value to County of the materials which Contractor provided prior to the date of the termination notice, but which had not yet been approved for payment; and (3) the cost of any work which the County approves in writing which it determines is needed to accomplish an orderly termination of the work. County shall be entitled to the use of all material generated pursuant to this Agreement upon termination. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and, Contractor shall deliver to County all drawings, drafts or other documents it has completed or partially completed under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Copies of work product incomplete at the time of termination shall be marked "DRAFT -INCOMPLETE." Upon termination of this Agreement by County, Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall become or remain (as applicable), the property of County. In addition, all reports, data, plans, drawings, records and computer files generated by Contractor in relation to this Agreement and all reports, test results and all other tangible materials obtained and/or produced in connection with the performance of this Agreement, whether or not such materials are in completed form, shall at all times be considered the property of the County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. Examination of Records. To the extent required by law, the Contractor agrees that any duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. The Contractor agrees to maintain these documents for three years from the date of the last payment received. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. Fund Availability. Financial obligations of the County payable after the current fiscal year are Exhibit C contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. Employee Financial Interest/Conflict of Interest - C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement aver that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of Contract Professional's services and Contract Professional shall not employ any person having such known interests. During the term of this Agreement, Contract Professional shall not engage in any in any business or personal activities or practices or maintain any relationships which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by Contract Professional to ensure compliance with this provision may result, in County's sole discretion, in immediate termination of this Agreement. No employee of Contract Professional nor any member of Contract Professional's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contract Professional's operations, or authorizes funding to Contract Professional. Public Contracts for Services C.R.S. §8-17.5-101. Contract Professional certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Contract Professional will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5- 102(5)(c). Contract Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Contract Professional that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contract Professional shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment screening or job applicants while this Agreement is being performed. If Contract Professional obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Contract Professional shall notify the subcontractor and County within three (3) days that Contract Professional has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contract Professional shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contract Professional shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5- 102(5), by the Colorado Department of Labor and Employment. If Contract Professional participates in the State of Colorado program, Contract Professional shall, within twenty days after hiring an new employee to perform work under the contract, affirm that Contract Professional has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contract Professional shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Contract Professional fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contract Professional shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contract Professional receives federal or state funds under the contract, Contract Professional must confirm that Exhibit C any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Contract Professional operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract. Insurance and Indemnification. General Requirements: Contractors/Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. Types of Insurance: The Contractor/Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contractor's Contract Professional's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance written on ISO occurrence form CG 00 01 equivalent, covering premises operations, explosions, collapse and underground hazard, personal advertising injury, fire damage, independent Contractors, products and completed operations, blanket contractual liability, personal injury, and liability assumed under an insured contract. $1,000,000 each occurrence; $2,000,000 general aggregate; $2,000,000 products and completed operations aggregate; $50,000 any one fire; and $5,000 Medical payment one person Automobile Liability: Contractor/Contract Professional shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract. Contractors/Contract Professionals shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the related Bid or Request for Proposal. Exhibit C Proof of Insurance: County reserves the right to require the Contractor/Contract Professional to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Contractor/Contract Professional's insurer shall name County as an additional insured. Subcontractors: All subcontractors, subcontractors, independent Contractors, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage's required of Contractor/Contract Professional. Contractor/Contract Professional shall include all such subcontractors, independent Contractors, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Contractor/Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contractors, sub -vendors suppliers or other entities upon request by the County. Indemnity: The Contractor shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or claims of any type or character arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, law or court decree. The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement, or on account of or in consequence of neglect of the Contractor in its construction methods or procedures; or in its provisions of the materials required herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is agreed that the Contractor will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contractor for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. DEPARTMENT OF BUILDINGS AND GROUNDS PHONE: (970) 304-6531 FAX: (970) 304-6532 WEBSITE: www.co.weld.co.us 1105 H STREET P.O. BOX 758 GREELEY, COLORADO 80632 July 2, 2018 To: Board of County Commissioners From: Toby Taylor Subject: Southwest Service Center Jail Controls (B1800123) At the Southwest Service Center, a remodel of the former booking area is being made to create a more functional booking area. As part of this project, the design and construction of the Jail Controls System is needed. The low bid from CML Security meets specifications. Therefore, Buildings & Grounds is recommending the bid be awarded to CML Security for $144,900. In addition, this bid included the option for a three-year maintenance agreement. CML Security identified the following rates: YEAR 1 YEAR 2 YEAR 3 Hourly Rate Overtime Rate Annual Price Increase Parts Markup $80 $82 $84.87 $120 $120 $120 0% 2.5% 3.5% 25% 25% 25% Buildings & Grounds is also recommending awarding the three-year maintenance agreement to CML Security, LLC. If you have any questions, please contact me at extension 2023. Sincerely, Toby Taylor Director 7//, oZoit /'797 ,6g-ooao WELD COUNTY PURCHASING 1150 O Street Room #107, Greeley CO 80631 E-mail: rturfweldciov.com E-mail: reverettweldqov.com E-mail: cmpeters(a�weldgov.com Phone: (970) 400-4216,4222 or 4223 Fax: (970) 304-6434 DATE OF BID: MAY 29, 2018 REQUEST FOR: SOUTH WEST SERVICE CENTER CONTROLS REMODEL DEPARTMENT: BUILDINGS & GROUNDS BID NO: #61800123 PRESENT DATE: JUNE 27, 2018 APPROVAL DATE: JULY 11, 2018 VENDOR TOTAL CML SECURITY, LLC 400 YOUNG COURT, UNIT 1 ERIE, CO 80516 $144,900.00 BUILDINGS & GOUNDS WILL REVIEW THE BID. START FINISH DATE DATE 07/02/18 11/01/18 2018-1997 z 7 Hello