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HomeMy WebLinkAbout2025-035 PO 20250437 and AGRMT Outlier Construction LLCB City of Ashland L ATTN: Accounts Payable L 20 E. Main Ashland, OR 97520 T Phone:541/552-2010 O Email: payable@ashiand.or.us V E OUTLIER CONSTRUCTION LLC N 2870 NANSEN DRIVE D MEDFORD, OR 97504 O R 20250614 Purchase Order Fiscal Year 2025 Page: 1 of: 1 THIS PO, NUMBER MUST APPEAR ON ALL INVOICES, AND SHIPPING DOCUMENTS. Purchase Order # 20250437 H C/O Public Works Department 1 51 Winburn Way p Ashland, OR 97520 Phone: 541 /488-5347 T Fax: 541 /488-6006 O 06/30/2025 6358 1 1 FOB ASHLAND OR/NET30 Public Works De artment item# Des ription/PartNo, CITY UOM Unit Pdce, I Extended Pdc+ Design build for emergency shelter upgrades at 22 1 Design build for emergency shelter upgrades at 2200 Ashland St. 1.0 EACH $43,640.00 $43,640.00 Project Account: E-000839-999 *************** GL SUMMARY *************** 017200 - 704200 $43,640.00 By: Date: Authorized Signature PO Total $43,640.00 1,"AIA DocumentA141'-2014 AGREEMENT made as of the "41"gr day of Mi "If in the year 2025 (In worth, inclicate c1cii,, month andyear.) BETWEEN the Owner: (iVame, legal status, address and other h?formcifion) City of Ashland an Oregon Municipal Corporation 20 East Main Street Ashland, Oregon 97520 and the Design -Builder: (iVaine, legal slalus, address and other iqfbrination) 2870 Nansen Drive Medford Oregon,97504 541-622-2040 for the following Project: (Alcime, localion avid defcdled description) Project Nurnber 2022-12: Emergency Shelter Upgrades 2200 Ashland Street, Ashland Oregon, 97520 The project will involve the Progressive Design Build delivery method for Upgrades to a commercial office space converting it to a code compliant emergency shelter. The Owner and Desigri-Buflder 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 DocumentA141 — 2014. Copyright02004 and 2014. All rights reserved "The American Institute of Architects," "American Institute of Architects," 'AIA," the Init. AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects, This document was produced at 11:52:57 ET on 0511312025 under Order No. 2114608066 which expires on 02/26/2026, is not for resale, is licensed for a ne-time use only, and may only be used in accordance with the AIA Contract Documents," Terms of Service. To report copyright violations, e-mail docinfo@alacontracts,conn, User Notes: (399ADA3F) 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 1, 1. (Arote the disposition for the following items by inserting the requested information or a statement such as "not applicable " or "unknomw at lime of execution. " If the Owner intends to provide a set of design documents, and the requested it forrnalion is contained in the design cioctunews, iclenlify the design docronews and insert "see avner's design doctonenls" where appropriate.) § 1.1.1 The Owner's program for the Project: (Set fbi-th the program, identify documentation in which the program is sel forth, or slate the manner in which the program hill be developed) Refer to Article 16 of this Agreement Init. AIA Document A141 — 2014, Copyright (P2004 and 2014. All rights reserved. 'The American Institute of Architects,' "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52,57 ET on 0511312025 2 under Order No.2 f 14608066 which expires on 0212612026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the ArA t Contract Documenls2l Terms of Service. To report copyright violations, e-mail docinfo@aiacontraots,com. User Notes: (3139ADW) § 1.1.2 The Owner's design regUirenients for the Project and related documentation: (Identifj, belolf,, or in an attached exhibit, the documentation that contains the Owner's design requirements inchrding any pejformance specr'fications for the Project.) Refer to Article 16 of this Agreement § 1.1.3 The Project's physical characteristics: (Identify or describe, if appropriate, size, location, diniensions, or other pertinent information, such as geotechnical reports; site, bou ndaq and topogn•aphic surveys; trgffic and utility studies; availahility of public and private utilities and servvices; legal description of the site; etc.) Refer to Article 16 of this Agreement § 1.1.4 The Owner's anticipated Sustainable Objective for the Project, if any: (Identi& the Onwer's Sustainable Objective for the Project such as Sustainabilitj, Certification, benrefit to the environment, enhancement to the health and well-being of building occupants, o>• improvement of energo, efficiency. If the Owner identifies a Sustainable Objective, incorporate 414 Docrunent.4141T`L-2014, Exhibit C, Sustainable Projects, into this Agt•eentent to dune the terms, conditions and i1'ork t•elated to the Owner's Sustainable Objective.) Refer to Article 16 of this Agreement § 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: (Identif}, incentive programs the Ost>ner intends to pursue for the Project and deadlines,for submitting or applying fon• the incentive programs) NIA § 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.) $43,640 § 1.1.7 The Owner's design and construction nlilestonc dates: .1 Design phase milestone dates: .2 Submission of Design -Builder Proposal: .3 Phased completion dates: .4 Substantial Completion date: October 31, 2025 .5 Other milestone dates: NIA Init. AIA Document A141 -- 2014. Copyright (92004 and 2014, All rights reserved, "The American Institute of Architects," "American institute of Architects," "AIA," the AIA Logo, and `AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05113/2025 under Order No.2114608066 which expires on 02/26/2026, is not for resale, is ficensed far one-time use only, and may only be used in accordance with the AIA t Contract Documentsa Terms of Service. To report copyright violations, a-m0 docinfo@aiacontracts.cam. User Notes: (3H9ADA3F) § 1.1,8 The Owner requires the Design -Builder to retain the following Architect, Consultants and Contractors at the Design -Builder's cost: (List iiame, legal status, address and other igfortnation) .1 Architect Arkitek Design and Architecture .2 Consultants Power Engineering + Consulting ,3 Contractors Outlier Construction Inc. § 1.1.9 Additional Owner's Criteria upon which the Agreement is based: (Identl�& special characteristics or needs of the Project not idenitfied elsewhere, such as historic preservation requirements) NIA § 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 Design -Builder and Contractor intend to transmit Instruments of Service or any other information or documentation in digital form, or utilize building information modeling, they shall endeavor to establish written protocols governing the development, use, transmission, reliance, and exchange of digital data, including 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.) Scott Fleury PE, Director of Public Works, City of Ashland Public Works, 51 Winbnrn Way, Ashland Oregon, 97520 § 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 in rtnation.) N/A § 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 adddress.) NIA § 1,2A The Design -Builder identifies the following representative in accordance with Section 3.1.2: (List name, address and other information) Init. AIA Document A141 — 2014. Copyright ®2004 and 2014. All rights reserved. "The American Institute of Architects,"'American Institute of Architects," "AIA" the AIA Logo, and 'AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05/13/2025 � under Order No.2114606066 which expfres on 02126/2026, is not for resale, is licensed for one-Eme use only, and may only be used in accordance with the AIA t Contract Documents", Terms of Service. To report copyright violations, a -mail docinfoau aiacontracts.com. User Notes: (3B9ADA3F) Ryan Beugli —Project Executive 2570 Nansen Drive, Medford Oregon, 97504 S41-622-2040 § 1.2.5 Neither the Owner's nor the Design-Bui[der'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: (Chock the appropriate box. if the a ner 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 fno•iscliction.) [ x ] Arbitration pursuant to Section 14.4 [ ] Litigation in a court of competent jurisdiction [ ] Other: (Specify} § 1.4 Definitions § 1.4.1 Design-Bu[[d 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 (1) 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 patties 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. Tile 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 tinder 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) tinder their respective agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, digital models and other similar materials. § 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. lnit. AIA document A141 — 2014. Copyright ®2004 and 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05/13/2025 under Order No.2114606066 which expires on 0212612026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA t Contract Documents" Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com, User Notes: (3HADA3F) § 1.4.7 Owner, "file 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. Tile 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.1 of tite 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: (Inserl amount vf, or basis for, compensation, inchrding, compensation for any Suslainabilit3r 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 Uf the Design-Btlild,,lirierrdirletit, state the amount of the limit.) $43,640 § 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, altach an exhibit of hourly billing rates or insert theta beloii,) Reference Fee proposal in attachment #1 Individual or Position Rate Init AIA Document A141 — 2014. Copyright 0 2004 and 2014, All rights reserved "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11752 57 ET on 05/13/2025 under Order No.2114606066 which expires on 02126/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ! Contract Documenls7' Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com, User Notes: (3139ADA3F) § 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 extrallets; .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 alll administrative fee of 0 percent ( 0 %) 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 Thirty 30 ) days after the invoice date shall bear interest at the rate established by ORS 279C.570(2)(3). (Pat-agraph Deleted) § 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 Tile 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 t11e 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, roles and regulations, or lawful orders of public authorities. If the Design -Builder determines that implementation of any instruction received from Init. AIA Document A141 — 2014. Copyright Q 2004 and 2014, All rights reserved, "The American Institute of Architects," `American Institute of Architects," "AIA,° the AIA Logo, and "AIA Contract 1Documenls" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05/1312025 under Order No.2114606066 which expires on 0212612028, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail docinfogaiacontracts.com. User Notes: (399ADA3F) 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 thew 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 time assistance of the Owner, shall prepare and file documents required to obtain necessary approvals of governmental authorities havingjurisdiction 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 time Owner; .5 Approved Change Orders and Change Directives; .6 Pending Change Order and Change Directive status reports; .7 `Pests 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 time 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 time Owner and Design -Builder. § 3.1.8.2 In addition, where the Contract Stun is the Cost of the Work with or without a Guaranteed Maxilmun1 Price, the Design -Builder shall include time 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. unit AIA Document A141 — 2014. Copyright C�J 2004 and 2014. A11 rights reserved. "The American Inst#cute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Instflute of Architects. This document was produced at 11:52:57 ET on 05/13/2025 under order No,2114608086 which expires on 0212612026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Docurnen101 Terms of Service. To report copyright violations, e-mail docinfogaiacontracts. com, User Notes: (3139ADA3F) § 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, arid (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 Stun or extension of Contract Time based on the time required for review of Submittals. § 3.1AU By providing Submittals the Design -Builder represents to the Owner that it has (1) reviewed and approved them, (2) determined and verified materials, field measurements acid 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 Tile 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 theta. 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 arid equipment furnished under the Contract will be of good quality and new lidless 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. AIA Document A141 — 2014. Copyright ®2004 and 2014. All rights reserved. "The American Institute of Architects,' "American Institute of Architects,' "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American institute of Architects. This document was produced at 11:52:57 ET on 05/13/2025 9 under Order No.2114608066 which expires on 02126l2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA f Contract Documents Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3139ADA3F) 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 front performance of the Work, but only to tite 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 1322, 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 tite Contract. When the Owner accepts the assignment of an agreement, the Owner assulmes 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, "file 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 tite 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 trot 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 tntl AIA Document A141 — 2014. Copyright ©2004 and 2014. All rights reserved. "The American Institute of Architects," "American Instituto of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05/13/2025 1© under Order No, 2114606066 which expires on 0212812026, is not for resale, is licensed for ene-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3B9ADA3F) § 4.21 The Design-Buildcr 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 I, I.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 prelitninary 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, arid, if necessary, recommendations to adjust tite 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 froth, 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 igforrnation, if anj,, to be included in the Design -Builder's wrillen 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 44.3. The consent to proceed shall not be understood to modify the Owner's Criteria unless the Owner and Design -Builder execute a Modification. § 43 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 mceltanical, electrical and plumbing systems; and .6 Outline specifications or sufficient drawing notes describing construction materials. The Preliminary Design niay include some combination of physical study models, perspective sketches, or digital modeling. § 4.3,2 The Owner shall review tite Preliminary Design and, if acceptable, provide the Design -Builder with written consent to proceed to development of the Design -Builder's Proposal. The Prelitninary Design shall riot 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 lite following: .1 Alist 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 Surn, 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 tite Contract Sum; .3 The proposed date the Design -Builder shall achieve Substantial Completion; unit. AIA Document A141 �- 2014. Copyright 0 2004 and 2014, All rights reserved. "The American Institute of Architects,° "American institute of Architects," "AIA," the AIA Logo, and WA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05113/2025 under Order No.2114608066 which expires on 0212612026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts,com. User Notes: (3B9ADA3F) .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 (he 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 mcans, 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 set -vices, 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 ill the Design -Build Documents, the Design -Builder may snake substitutions only in accordance with Article G. § 5.33 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 ernploytnent 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. IntE. AIA Document A141 -- 2014. Copyright ©2004 and 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "A)A," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Arch'Flects. This document was produced at 11:52:57 FT on 05113/2025 12 under Order No.2114608066 which expires on 02l2612026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents' Terms of Service. To report copyright viotalions, e-mail docinfo@aiacontracis.com. User Notes: (369ADA31F) § 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 (1) 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 Tine 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, instal ]at ioil 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 (1) 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. Init. AIA Document A141 — 2014. Copyright ®2004 and 2014. Ail rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks or The American Institute of Architects. This document was produced at 11:52:57 ET on 05f13/2025 13 under Order No.2114608066 which expires on 02/2612026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AJA Contract Documents" Terms of Service. To report copyright violations, a-mai4 docinfo@a aiaconlracts.com. User Notes: (3139ADA3p) § 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 14-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 (1) whether the Owner has reasonable objection to any such proposed person or entity or (2) that the Owner requires additional time for review. Failure of the Owner to reply within the 14-day period 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 whole 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 ail appropriate Change Order shall be issued before commencement of the substitute person or entity's Work. However, no increase in the Contract Sutll or Contract Tinle shall be allowed for such change unless the Design -Builder has acted promptly and responsively in submitting dailies 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 front 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 Ill 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. Intl. AIA Document A141 — 2014. Copyright © 2004 and 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05/1312025 14 under grder No.2114608066 which expires on 02/26/2026, is not for resale, is licensed for one -&me use only, and may only be used in accordance with the AIA Contract Dccqmente, Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3139ADAY) § 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 oft the site, under terms and conditions identical or substantially similar to this Contract, including those terms and conditions related to insurance. 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 saute 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 tite 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 — 2014, Copyright ®2004 and 2014. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AtA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05/13/2025 15 under Order No.2114608066 which expires on 02126/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA f Contract Documents" Terms of Service. To repot copyright violations, e-mail docinfo@aiacontracts.wm. User Notes: (3B9ADA3F) 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 anount 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 oil 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, file 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, § 6.3.31f the Change Directive provides for an adjustment to the Contract SUM or, if prior to execution of the Design -Build Amendment, all adjustment in the Design -Builder's compensation, the adjustment shall be based on one of the following methods: .1 Mutual acceptance ofa 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, § 6.15 Upon receipt of Change Directive, the Design -Builder shall promptly proceed with the change in file 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 ad-iustnent in the Contract Surn 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-Buildcr's agreement therewith, including adjustment in Contract Stun or, if prior to execution of the Design -Build Amendment, the adjustment in the Design -Builder's compensation, and Contract Tine 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 tile Design -Builder's Init. AIA Document A141 -- 2014. Copyright ®2004 and 2014. All rights reserved, `The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:62:57 ET on 05113I2025 1 under Order No 2114608066 which expires on 02126/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract DocumenWl Terms of Service. To report copyright violations, e-mail docinfot@aiacontracts,com, User Motes: (3139ADA3F) 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 Suin 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 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. All rights reserved. "The American Institute of Architects," "American Institute of Architects,' "AIA," the AIA Logo, and "A€A Contract Documents` are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05/13/2025 17 under Order No.2114606066 which expires on 02/2612026, Is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents3 Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.00m. User Notes: (3139ADA3F) describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site tinder the Owner's control. § 7.23 The Owner shall promptly obtain easements, zoning variances, and legal authorizations or entitlements regarding site utilization where essential to the execution of the Project. § T2.4 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 tinder 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. III 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 (lie Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Design -Build DocLIlneut5 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 concerti 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 (he 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, hl such event, the Design -Builder shall specify the services required. Such services may include, bit( are not limited to, test borings, test pits, determinations of soil hearing 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 sliall 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 (he 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 all 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 snider Sections 3.1.11, 3.1.12, and 5.23, 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 — 2014. Copyright ® 2004 and 2014. All rights reserved, "The American Institute of Arch'1ects,' "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 FT on 05/13/2025 18 under Order No.2114608066 which expires on 02126/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA 1 Contract DocumentsO Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts,com. User Notes: (3139ADA31F) § 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 pail 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 `York, 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 ofcorrectng 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 Relays 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 Do ument A141 — 2014. Copyright O 2004 and 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American lnstftute of Architects. This document was produced at 11:52:57 ET on 05/13/2025 19 under Order No.2114608066 which expires on 02126/2026, is not for resale, is licensed for one -lime use only, and may only be used in accordance with the AIA f Contract Documeritsa Terms of Service. To report copyright violations, e-mail docinfo agaiacontracts.com. User Notes: (389ADA31F) 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 Sunn 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 tine 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 all 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 tine 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 tine amount the Owner determines is properly due, and notify tnit. AIA [Document A141 — 2014. Copyright 02004 and 2014, All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects, This document was produced at 11:52:57 ET on 05/13/2025 2� under Order No.2114608066 which expires on 02/26/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents'' Terms of Service. To report copyright violations, e-mail docinfo@aiawntracts.com. User Notes: (3119AWF) the Design -Builder in writing of the Owner's reasons for withholding certification in whole or in pant as provided in Section 9.5.I. § 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. True 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 Sun; .5 damage to the Owner or a separate contractor; .6 reasonable evidence that the Work will not be completed within time Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for true 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 time 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 oil account of the portion of the Work performed by the Architect, Consultant, Contractor, or other person or entity. Tine 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 Time 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 time Design -Builder and action taken thereon by time 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 tine 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. MA Document A141 — 2014. Copyright Q 2004 and 2014. A I rights reserved. 'The American Institute of Architects," `American Institute of Architects," 'AIA,` the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05/13/2025 21 under Order No.2114608066 which expires on 02126/2026, is not for resale, is licensed for one-time use only, and may only be used in accordancewith the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3139ADA3F) 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 requite 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 all 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 titilize 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 tile 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. ]nit. AIA Document A141 — 2014. Copyright ©2004 and 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects, This document was produced at 11:52:57 ET on 05113/2025 22 under Order No.2114606066 which expires on 02126/2026. is not For resale, is licensed for one-6me use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3139ADA3F) § 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, tine Owner shall make payment of retainage applying to the Work or designated portion thereof. Payment shall be adjusted for Nark 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 continence 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 tine Design -Build Documents. When the Design -Builder considers a portion substantially complete, the Design -Builder shall prepare acid 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 rise 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 tine Owner (1) 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 acid 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, tine 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, snake 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 DocvmentA141 — 2014. Copyright® 2004 and 2014. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05/13/2025 23 under Order No.2114608066 which expires on 02126/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents' Terms of Service. To report copyright violations, e-mail docinfo_0aiacontracts.com. User Notes: (399ADA3F) 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 Doenments; 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 A 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 oil 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, § 10.12 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. § 1024 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 Linder property insurance requircd by the Design -Build Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3, caused u1 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 tine Owner may be liable, and not attributable to the fault or negligence of the Design -Builder. The foregoing obligations of tine 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 tine site, whose duty shall be tine prevention of accidents. This person shall be the Design -Builder's superintendent unless otherwise designated by the Design -Builder in writing to the Owner. § %21 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. [nit. AIA Document A141 -- 2014. Copyright Q 2004 and 2014, All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AlA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05/1312025 � under Order No. 2114608066 which expires on 0212612026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents Terms of Service, To report copyright violations, e-mail docinfo@aiacwntracts.com. User Notes: {3B9ADA3F} § 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 biplienyl (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 tinder 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 (1) 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. § 10A 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- All fights reserved. `The American Institute of Architects,' "American tns6tute of Archlects," "AIA,° the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05/13/2025 25 under Order No.2114608066 which expires on 0212612026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Dowmentsa Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3B9ADA3F) ARTICLE 11 UNCOVERING AND CORRECTION OF WORK § 11.1 Uncovering of Work The Owner may request to examine a portion of t11e 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 tire Contract Time acid 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 acid the Contract Time will be adjusted as appropriate. § 11.2 Correction of Work § 11.2.1 Before or After Substantial Completion. The Design-Bui Ider shall promptly correct Work rejected by t11e 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, shalt 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 31.12, 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 (Ile condition, During the one-year period for correction of t11e 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 (lie 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 arid the actual completion of that portion of the Work. § 11.213 The one-year period for correction of Work shall not be extended by corrective Work performed by the Design -Builder pursuant to this Section 11.2. § 11.2.3 Tile 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. § 11.2.6 Nothing contained in this Section 112 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 1 1.2.2 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 Nvith t11e Design-Btlild 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 tine Work. Init. AIA Document A141 — 2014, CopyrightQ 2004 and 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects, This document teas produced at 11:5ZW ET on 05/13/2025 26 under Order No. 2114608066 wWch expires on 0212612026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents Terms or Service. To report copyright violations, e-mail docinfe@aiacontracts com. User (Dotes: (389ADA3F) § 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. Stich 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 forum, 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. § 123.1 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 (1) 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 ternis 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 nonperfornlance 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 O 20o4 and 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 0511312025 27 under order No.2114608066 which expires on 02/26/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA f Contract DocumentO Terms of Service. To report copyright violations, a -mail docinfoe'aiaconlracts.com. User Notes: (3139AD4,3F) Agreement. If the Design -Builder elects to suspend the Work, t11e Design -Builder shall give seven days' written notice to the Owner before suspending the Work. in tile 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 stuns 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 tine to complete, t11e 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 tile 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. § 13.1.6 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 tile Design -Builder, the Design -Builder shall be compensated for Work performed prior to ternination, 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 fortll 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 Tile 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, tile 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 A11 act of government, such as a declaration of national emergency that requires all Work to be stopped; .3 Because the Ownel' 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 A 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 Tile 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 perforating 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 pore 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 tite Design -Builder because the h1tl. AIA Document A141 — 2014. Copyright 0 2004 and 2014. All rights reserved, "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:62:57 ET on 05/13/2025 28 under Order No,2114608066 which expires on 02/2612026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3139ADA3F) 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. § 13.23 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 Stunt 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, In11 AIA locument A141 — 2014. Copyright Q 2004 and 2014. Atl rights reserved, "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05/13/2025 29 under Order No.2114608066 which expires on 02126/2026, Is not for resale, is licensed for one-Gme use only, and may only he used In accordance with the AIA f Contract Docoments8 Terms of Service. To report copyright violations, e-mail docinfooa aiacontracts.com. User Motes: (3139ADA3F) § 13.2.4.3 111 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 honey, or other relief with respect to tile 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 tile 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 ally 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 tine Owner or Design -Builder mast 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 (Hake payments in accordance with the Design -Build ❑DCLrinents. § 14.1.5 Claims for Additional Cost. If the Design -Builder intends to make a Claim for an increase in tite 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 all emergency endangering life or property arising Under Section 10.4. § 14.1.6 Claims for Additional Time § 14.1.6.1 If tile Design-Btlilder intends to make a Claim for all increase in the Contract Time, written notice as provided herein shall be given. The Design -Builder's Claim shall inchlde an estimate of cost and of probable effect of delay on progress of (lie Work. 11n 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 tile 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. tuft. AIA Document A141 — 2014. Copyright a 2004 and 2014, All rights reserved, "The American Institute of Archlects,° "American Institute of Architects," "AIA," the AIA Logo, and 'WA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05/13/2025 3 under Order No.2114606066 which expires an 02/2612026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract DocumentsO Terms of Service, To report copyright violations, a -mad docinfo@aiacontracts.com, User Notes; (3139ADAV) 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, tile 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 14.1.3.1. Thereafter, the Owner shall render an initial decision within ten days of receiving the Design -Builder's response: (1) 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 tinder Section 14.1.3.1: (1) 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 (1) provide a response out 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 pant. § 14.2.6 The Owner's initial decision shall (1) 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 out 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 licit 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 26f4. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05/1312025 31 under Order No.2114608086 which expires on 02126/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA f Contract DocumenW Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3B9ADA3F) § 14.3,2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered in accordance with ORS 36.600 (Oregon Uniform Arbitration Act). A request for mediation shall be made in writing, delivered to the other party to the Contract, and Fled 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 ill 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 in accordance with ORS 36.600. By entering into this Agreement, Design -Builder acknowledges that it has received and read or has had the opportunity to read this arbitration agreement and familiarize itself with ORS 36.600 (Oregon Uniform Arbitration Act). Design -Builder understands that this arbitration agreement requires disputes that involve the matters subject to this Agreement to be submitted to mediation or arbitration pursuant to this Arbitration agreement rather than to a judge and jury in court. The demand for arbitration should include specific reference to section 14.4.2 below. . § 14,4.1,1 Not used. § 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 ally 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 tinder this Agreement with ally other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law of fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s), § 14A.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 all 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 ofjoinder 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 (lie 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 14A. § 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 IniE. AIA Document A141 — 2014. Copyright ®2004 and 2014. All rights reserved. "The American Institute of Arch'1ects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05113/2026 32 under Order No.2114608066 which expires on 02t2612026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA / Contract Documents Terms of Service. To report copyright violations, a -malt docinfo@alacontracls,com. User Notes: (389ADA3F) provided in Section 15.2.2, neither party to the Contract shall assign the Contract as a whole without written conselut 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 sliall submit the proposed language of such certificates for review at least 14 days prior to the requested dates of execution. If 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 flights and Remedies § 15.4.1 Dirties 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 snake 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 €nay be present for such procedures. The Owner shall bear costs of ( I ) 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 tinder 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 tinder 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. § 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. unit. AIA Document A141 — 2014, Copyright 02004 and 2014. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05/13/2025 33 under Order No.2114606066 which expires on 0212612026, is not for resale, is licensed for one -lime use only, and may only be used in accordance with the AIA f Contract Documentso Terms of Service. To report copyright violations, e-mail docinto@a€acontracts.com. User Notes: (3139ADA317) § 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 t11e 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 patty 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 fora 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 (1) 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 "art," 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 DOettment A 141T^i-2014, Standard Fot•ni of Agreement Between Owner and Design -Builder .2 AIA Document A141Tm-2014, Exhibit A, Design -Build Amendment, if executed .3 AIA Document A 141TM2014, Exhibit B, Insurance and Bonds .4 Attachments to this Agreement: Attachment i - Design -Builder's Proposal/Response to RFP including Fee for Phase I Attachment 2 — City of Ashland RFP, Including Addendum 41 .5 The following \which may be delivered or issued on or after the effective date of this Agreement Notice to Proceed Design -Builder's Refined Schedule (Patwgiwph Delete(l) Change Order(s) This Agreement entered into as of the day and year first written above. Init. AIA Document A141 — 2014. Copyright m 2004 and 2014. Xl rights reserved. "The American Institute of Arch'4ects," "American Institute of Architects," `AW" the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52 57 ET on 05/1312025 4 under Order No.2114608058 whk:4 expires on 02126/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents Terms of Service. To repod copyright vloiations, a -mad docinfo@aiacontracts.com, User Notes: (399ADA3F) DESI'G-BU'ILDER (Signature) (Printed name and fitle) Vltff rirw uocument A141 — 2014. Copyright Q 2004 and 2014. Ali rights re>served, "The American Institute of Architects,"American Institute of Archllecls,' "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The Amedcan Insbluto of Architects. Thais document was produced at 11:62:57 ET on 0511312026 under Order No.2114608066 which expires on 02126/2026, is not for resale, is licensed for one-Gme use only, and may only be used In accordance with the AIA 35 l Contract Documenlse Terms of Service. To report copyright violations, a -mail docinfo@a aconlracls.com. Usor Moles: (3H9ADA3F) NIA 43 640 PAGE 4 NIA October 31, 2025 N/A Arkitek Design and Architecture Power Engineering + Consulting Outlier Construction Inc. Scott Floya PE Director of Public Works City of Ashland Public Works 51 Winburn Wa Ashland Oregon, 97520 NIA NIA PAGE 5 Ryan Beugli — Project Executive 2870 Nansen Drive, Medford Oregon, 97504 541-622-2040 Additions and Deletions Report for AiA Document A141 — 2014. Copyright ®2004 and 2014. All rights reserved. "The American Institute of Architects,' "American Institute of Architects,' "AIA,' the AtA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was 2 produced at 11:52:57 ET on 05/13/2026 under Order No.2114608066 which expires on 02/2612026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract DocumentsO Terms of Service. To report copyright violations, e-mail dacinfo@aiacontracts,com. User Notes: (389ADA3F) ( x ] Arbitration pursuant to Section 14.4 PAGE 6 $43,640 Reference Fee proj2osal in attachment #1 PAGE § 2.1.3,2 For Reimbursable Expenses, tine compensation shall be the expenses the Design -Builder and the Design - Builder's Architect, Consultants and Contractors incurred, plus an administrative fee of 0 percent ( 0 %) of the expenses incurred. § 2.1.4.1 Payments are due and payable upon presentation of the Design -Builder's invoice. Amounts unpaid Thirty ( 30 ) days after the invoice date shall bear interest at the rate eawer d below, or in the absence then,. fflr ahe legal _ate pr-aNeRiWig*o stablished by ORS 279C.570(2)(3). V&- PAGE 15 § 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 oil the site, under terns and conditions identical or substantially similar to this Contract, including those terms and conditions related to ins-anee and waiver of ubi-ogation, insurance. The Owner shall notify the Design - Builder promptly after execution of any separate contract. If the Design -Builder clainns 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. PAGE 32 § 14.3.2 Tine parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the Avekfbiti'a : Asseeiatieii iii aeeerdanee with RSG &.. eft on Pf�aeea . in accordance with ORS 36.600 (Oregon Uniform Arbidation Act), 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 tine arbitrator(s) and agree upon a schedule for later proceedings, Additions and Deletions Report for AIA Document A14f — 2014. Copyright Q 2004 and 2014. Alf rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was 3 produced at 11:52:57 ET on 05/13/2025 under Order No, 2114606066 which expires on 0212612026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents Terms of Service. To report copyright violations, e-mail docinfo@alacontracts.com, User Notes: (3B9ADA3F) § 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 n " s,.,,eiation in aeoerdance will , its r anst".".,.t: ., 1ndwtF:y Afh-itration -Buthes ift affeet on the date ef the AgreementA demand fbF ai-bitratieii shall be made in wdting delivered to 4w otheF paky to the Gentr-aet, and filed with the per-sen ei- entity admi;iWeFing the arbitratioji. The which aizbit_atien is pennitted to be dema"in accordance with ORS 36.600._$y_entering into this Agreement, Desi n-Builder acknowled es that it has received and read or has had the opportunity to read this arbitration agreement and familiarize itself with ORS 36.600 (Oregon Uniform_ Arbitration Act). Design -Builder understands that this arbitration agreement requires disputes that involve the matters subject to this Agreement to be submitted to mediation or arbitration pursuant to this Arbitration agreement rather than to a 'ud a and iury in court. The demand for arbitration should include specific reference to section 14.4.2 below.` §14.4.1.1 efiling ofarequest statute of Fevese mediation, but in no event shall it be made ager- flie date when the histitutien of legal or equitable preeeedings based Not used. PAGE 34 .4 AIA Poetrinrent 144111, Agreement: Attachment 1- Desi n-Builder`s Proposal/Response to RI<P including Pee for- Phase 1 Attachment 2 - Ch. , of Ashland RFP, Includinp, Addendum 91 .5 :The followin \which Inu be delivered or issued on or after the effective date of this Agreement Notice to Proceed Design -Builder's Refined Schedule Chanize Order(s) Additions and Deletions Report for AIA Document A141 — 2014. Copyright ®2004 and 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects,' "AIA,' the AIA logo, and "AIA Contract Documents' are trademarks of The American Institute of Architects. This document was 4 produced at 11:52:57 ET on 05113=25 under Order No.2114608066 which expires on 0212612028, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail docWo@aiacontracts.00m. User Notes: (3n9ADA3F) Additions and Deletions Report for AIA Document A141 — 2014. Copyright ©2004 and 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AJA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 05/1312025 under Order No,2114608066 which expires on 02/26/2026, Is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Dooumentsa Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3B9ADA3F) Certification of Document's Authenticity AIA19 Document D401- — 2003 I, Sabrina Cotta, 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 11:52:57 ET on 05/13/2025 under Order No. 2114608066 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document A 14111- 2014, Standard Form of Agreement Between Owner and Design -Builder, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) s/zl /2ozs (Dated) AIA Document D40f —2003. Copyright CA 1992 and 2003. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," WA,' the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:52:57 ET on 0511312026 under Order No.2114608066 which expires on 02126/2026, is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents'5 Terms of Service. To report copyright violations, e-mail docinfot?a aiacontracts,com. User Notes: (3S9ADA3F) AIA Document A141'- 2014 Exhibit B for the following PROJECT: (Alarne wid location or adds-ess) Project Number 2022-12: Emergency Shelter Upgrades ADDITIONS AND DELETIONS: 2200 Ashland Street, Ashland Oregon, 97520 The author of this document has Tile project will involve the Progressive Design Build delivery method for upgrades to a added information needed for its commercial office space converting it to a code compliant emergency shelter, completion. The author may also ma have revised the text of the original AIA standard form. An Additions and THE OWNER: Deletions Report that notes added (Alame, legal status and address) information as well as revisions to the standard form text is available City of Ashland, all Oregon municipal corporation from the author and should be 20 East Main Street, Ashland, Oregon 97.520 reviewed, A vertical line in the left margin of this document indicates THE DESIGN -BUILDER: where the author has added (Alante, lei (ilsiolitst-itidaddress) necessary information and where the author has added to or deleted Outlier Construction, an Oregon corporation from the original AIA text. 2870 Nansen Drive Medford Oregon, 97504 This document has important legal consequences. Consultation with an 541-622-20401 attorney is encouraged with respect to its comptetion or modification. THEAGREEMENT I'llis Insurance Exhibit is part of the accompanying agreement for the Pro ' ject, between the Own er and the Des ign- Bit i I der (;hereinafter, the Agree tile Fit), dated the 2.1'6f'day of n the year 2025, Ias woi°cls, indicate daj,' month andye(w) TABLE OF ARTICLES 8.1 GENERAL B.2 DESIGN BUILDER'S INSURANCE AND BONDS B,3 OWNER'S INSURANCE BA SPECIAL TERMS AND CONDITIONS ARTICLE B.1 GENERAL 'rite Owner and Design -Builder shall purchase and maintain insurance and provide bonds as set forth in this Exhibit B. Where a provision in this Exhibit conflicts with a provision in the Agreement into which this Exhibit is incorporated, the provision in this Exhibit will prevail, ARTICLE B.2 DESIGN BUILDER'S INSURANCE AND BONDS § B.21 'file Design -Builder shall purchase and maintain the following types and limits of insurance from a company or companies lawfully authorized to do business in the jurisdiction where the Project is located. Tile Design -Builder shall maintain the required AIA DocumentA141 — 2014 Exhibit B. Copy(ight(D 2004 and 2014. All rights reserved. "The American Institute Of Architects,' "American Institute of Architects," 1, Flit, "AIA,' the AIA Logo, and "Al A Contract Documents" are trademarks of The American Institute of Architects. This document was produced' at 12:06:30 ET on 0511312025 under Order No. 2114608066 which expires on 02126/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documeni Terms of Service. To report copyright violations, e-mail docrnfo@aiacontracts.com. User Notes: (3139ADA36) insurance until the expiration of the period for correction of Work asset forth in Section 11.2.2.1 of the Agreement, unless a different duration is stated below: (If the Design -Builder is required to maintain insurance.for a duration other than the ex7)iration of the period for correction of di'ork, state the duration.} § 13,2.1.1 Commercial General Liability with policy limits of not less than Two million Dollars and Zero Cents ($ 2000000.00 ) for each occurrence providing coverage for claims including .1 damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; .2 personal injury; .3 damages because of injury to or destruction of tangible property; .4 bodily injury or property damage arising out of completed operations; and .5 contractual liability applicable to the Design -Builder's obligations tinder Section 3.1.14 of the Agreement, § 13.2.1.2 Automobile Liability covering vehicles owned by the Design -Builder and non -owned vehicles used by the Design -Builder with policy limits of not less than Two million Dollars and Zero Cents ($ 2000000.00 ) per claim for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles specified in this Section B21.2, along with any other statutorily required automobile coverage. § 13.2.1.3 The Design -Builder may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess liability insurance, provided such primary and excess insurance policies result in the same or greater coverage as those required under Sections B.2.1.1 and B,2,1,2. § 13.2.1.4 Workers' Compensation at statutory limits, § 13,21.5 Employers' Liability with policy limits as provided below: Not Applicable § 13.2.1.8 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than Two million Dollars and Zero Cents ($ 2000000.00 ) per claim. § B.2.1.7 Not used. § B.2,1.7.1 Not used. § 13.2.1.8 The Design -Builder shall provide written notification to the Owner of the cancellation or expiration of any insurance required by this Article B.2. The Design -Builder shall provide such written notice within five (5) business days of the date the Design -Builder is first aware of the cancellation or expiration, or is first aware that the cancellation or expiration is threatened or otherwise may occur, whichever comes first. § B.2,1,9 Additional Insured Obligations, The Owner and its consultants and contractors shall be additional insureds on the Design -Builder's primary and excess insurance policies for Commercial General Liability and Automobile Liability. The additional insured coverage shall be primary and rlon-contributory to ally of the Owner's insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations. The policy limits applicable to the additional insureds shall be the same amount applicable to the named insured or, if the policy provides otherwise, policy limits not less than the amounts required under this Agreement. § B.2.1.10 Certificates of Insurance. The Design -Builder shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article 13.2: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon Owner's written request. Ali additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 of the Agreement and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section B.2.1. Init. AIA Document A141 — 2014 Exhibll B, Copyright CO 2004 and 2014. All rights reserved. "The American institute of Architects," "American Institute of Architects," "AIA," the AiA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 12:G6:30 ET on G5113/2025 under Order No.2114608066 which expires on 02126/2026, is not for resale, is licensed for one-time use only, and may only he used in accordance t with the AIA Contract Documents' Terms of Service. To report copyright violations, a -mad docinfo@aiacontracts.com. User Notes: (3139ADA36) The certificates will show the Owner and its consultants and contractors as additional insureds on the Design - Builder's primary and excess insurance policies for Commercial General Liability, Automobile Liability, and Pollution Liability. Information concerning reduction of coverage on account of revised limits, claims paid under the General Aggregate or both, shall be furnished by the Design -Builder with reasonable promptness. § B,2,2 Performance Bond and Payment Bond The Design -Builder shall provide a faithful performance bond and a labor and material payment bond each in the amount of one hundred percent (100%) of the amount of the Contract Sunn as follows: (Specify type rind penal sure of bonds.) Type Penal Sum ($0,00) § B.2.2.1 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Agreement, the Design -Builder shall promptly furnish a copy of the bonds or shall permit a copy to be made. ARTICLE B.3 OWNER'S INSURANCE § B.3.1 Owner's Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. § B.3.2 Property Insurance § B.3.2.1 Unless otherwise provided, at the time of execution of the Design -Build Amendment, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction where the Project is located, property insurance written on a builder's risk "all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus the value of subsequent Modifications and cost of materials supplied or installed by others, comprising the total value for the entire Project at the site on a replacement cost basis without optional deductibles. If any construction that is part of the Work shall commence prior to execution of the Design -Build Amendment, the Owner shall, prior to commencement of construction, purchase and maintain property insurance as described above in an amount sufficient to cover the total value of the Work at the site on a replacement cost basis without optional deductibles. The insurance required under this section shall include interests of the Owner, Design - Builder, Architect, Consultants, Contractors, and Subcontractors in the Project. The property insurance shall be maintained, unless otherwise provided in the Design -Build Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of the insurance, until the Owner has issued a Certificate of Substantial Completion in accordance with Section 9.8 of the Agreement. Unless the patties agree otherwise, upon issuance of a Certificate of Substantial Completion, the Owner shall replace the insurance policy required under this Section 13.3.2 with another property insurance policy written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 11.2.2 of the Agreement. § 8.3.2,1,1 The insurance required under Section 133,23 shall include, without limitation, insurance against tine perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal, including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for the Design -Builder's services and expenses required as a result of such insured loss. § B.3.2.1.2 If the insurance required under Section B.3.2.1 requires deductibles, the Owner shall pay costs not covered because of such deductibles. § B.3.2.1.3 The insurance required under Section B.3.2.1 shall cover portions of the Work stored off the site, and also portions of the Work in transit. § B.3.2,1.4 Partial occupancy or use in accordance with Section 9.9 of the Agreement shall not commence until the insurance company or companies providing the insurance required under Section 13.3.2.1 have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Design -Builder shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. Init. AIA Document A141 — 2014 Exhibit B. Copyright Q 2004 and 2014. All rights reserved. "The American Institute of Architects," 'American Instituie of Architects," AIA," the AIA Logo, and WA Contract Documents" are trademarks of The American Institute of Architects. This document eras produced at 12:06:30 ET on 05/13/2025 under Order No.2114608066 which expires on 02126/2026, is not for resale, is Iirensed for one-time use only, and may only be used in accordance f with the AJA Contract Documents° Terms of Service. To report copyright violations, e-mail dacinfo@aiacontrac€s.com. User Notes: (3139ADA36) § B.3.2.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance, which shall specifically cover commissioning, testing, or breakdown of equipment required by the Work, if not covered by the insurance required in Section B,3,2.1. This insurance shall include the interests of the Owner, Design -Builder, Architect, Consultants, Contractor and Subcontractors in the Work, and the Owner and Design - Builder shall be named insureds. § B.3.2.3 If the Owner does not intend to purchase the insurance required under Sections B.3.2.1 and B.3.2.2 with all of the coverages in the amounts described above, the Owner shall inform the Design -Builder in writing prior to any construction that is part of the Work. The Design -Builder may then obtain insurance that will protect the interests of the Owner, Design -Builder, Architect, Consultants, Contractors, and Subcontractors in the Work. The cost of the insurance shall be charged to the Owner by an appropriate Change Order. If the Owner does not provide written notice, and the Design -Builder is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, the Owner shall bear all reasonable costs and damages attributable thereto. § B.3.2,4 Loss of Use Insurance. At the Owner's option, the Owner may purchase and maintain insurance to insure the Owner against loss of use of the Owner's property due to fire or other ]hazards, however caused. The Owner waives all rights of action against the Design -Builder for loss of use of the Owner's property, including consequential losses due to fire or other hazards covered under the property insurance required under this Exhibit B to the Agreement. § 8.3.2,5 Not used. § 13.3.2.6 Before an exposure to loss may occur, the Owner shall file with the Design-Buildcr a copy of each policy that includes insurance coverages required by this Section B.3.2. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this project. The Owner shall provide written notification to the Design -Builder of the cancellation or expiration of any insurance required by this Article B.3. The Owner shall provide such written notice within five (5) business days of the date the Owner is first aware of the cancellation or expiration, or is first aware that the cancellation or expiration is threatened or otherwise may occur, whichever conies first. § B.3.2.7 Not used. § 8.3.2.8 A loss insured under the Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section B.3.2.10. The Design -Builder shall pay (lie Architect, Consultants and Contractors their just shares of insurance proceeds received by the Design -Builder, and by appropriate agreements, written where legally required for validity, the Design -Builder shall require the Architect, Consultants and Contractors to make payments to their consultants and subcontractors in similar manner. § B.3.2,9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or as determined in accordance with the method of binding dispute resolution selected in the Agreement between the Owner and Design -Builder. If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Design -Builder after notification of a Change in the Work in accordance with Article G of the Agreement. § B,3.2.10 Not used. ARTICLE BA SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Insurance and Bonds Exhibit, if any, are as follows: § B.4.1 Public Works Bond The Design -Builder and all subcontractors shall file with the Construction Contractors Board a public works bond with a corporate surety authorized to do business in this state in the amount of $30,000 as required by OILS Init. AIA Document A141 — 2014 Exhibit B. Copyright � 2004 and 2014. All rights reserved. "The American institute of Architects," "American institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects, This document was produced at 12:06:30 ET on 05/13/2025 under Order No.2114608066 which expires on 02i2612026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract DocumentsL Terms of Service. To report copyright violations, e-mail docinfo@aiacontraols.com. User Notes: (3139ADA36) 279C.836 and shall cause all subcontractors to do the saute prior to starting work on the project [ORS 279C.830(2)]. The bond must provide that the Design -Builder or subcontractor will pay claims ordered by the Bureau of Labor and Industries to workers performing labor upon public works projects. The bond must be a continuing obligation, and the surety's liability for the aggregate of claims that may be payable from the bond may not exceed the penal surn of the bond. The bond must remain in effect until depleted by claims paid under this section, unless the surety sooner cancels the bond. The Design -Builder shall verify that subcontractors have complied with this requirement prior to permitting the subcontractor to start work on the project Init. AIA document A141 — 2014 Exhibit B. Copyright CP 2004 and 2014, All rights reserved. "The American Institute of Architects," "American Institute of Architects," AIA," the AIA Logo, and "AiA Contract Documents" are trademarks of The American institute of Architects. This document was produced at 12:06:30 ET on 05/13/2025 under Order No.2114608066 which expires on 0212612026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Document0 Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3B9ADA36) Additions and Deletions Report for AIA° Document A 1410 — 2014 Exhibit B 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 12:06:30 ET on 05113t2D25. PAGE Project Number2022-12: Emergency Shelter Upgrades 2200 Ashland Street, Ashland Oregon, 97520 The ro'ect will involve the Progressive Design Build delivery method for upgrades to a commercial offices ace converting it�to a code compliant emergency shelter. Cit of Ashland an Ore on municipal corporation 20 East Main Street, Ashland, Oregon 97520 Outlier Construction, an Oregon comoration 2870 Nansen Drive Medford Oregon, 97504 541-622-2040 "['his Insurance Exhibit is part of the accompanying agreement for the Project, between the Owner and the Design - Builder (hereinafter, the Agreement), dated the day of _ in the year 2025. PAGE 2 § B.2.1.1 Commercial General Liability with policy limits of not less than Two million Dollars and Zero Cents {$ 2000000.00 ) for each occurrence and ($ ) in the .,.,•,..,.gate providing coverage for claims including § B,2,1,2 Automobile Liability covering vehicles owned by the Design -Builder and non -owned vehicles used by the Design -Builder with policy limits of not less than +$$-+perolaim and ($) in tRe.::a�egak Two million Dollars and Zero Cents ($ 2000000.00 ) per claini for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles specified in this Section B.2.1.2, along with any other statutorily required automobile coverage. Not Applicable Additions and Deletions Report for AIA Document A141 —2014 Exhibit B. Copyright® 2004 and 2014. Alf rights reserved, "The American Institute of Architects," "American Institute of Architects," "AIA," the AIR Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects, This document was 1 produced at 12:06:30 ET on 051t 312025 under Order No.2114608066 which expires on 02126/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents Terms of Service. To report copyright violations, e-mail do6rfo@aiacontracts,com, User Notes: (3139ADA36) § B.2,1,8 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than Two million Dollars and Zero Cents (S TpefczaiHI Mid(S)in the aggregate.2000000.00 ) per claim. § B,2"11 Pollution 1 iability 80YeFift erf .- ianee o f the Work, with poliey li,,,its of f of less than per claim and (c ) in the aggFegaie.-Not used. § B.2.1.7.1 the , with eembined peliey limits ihat aFe not less than Not used. § 8.2.1.9 Additional Insured Obligations. The Owner and its consultants and contractors shall be additional insureds on the Design -Builder's primary and excess insurance policies for Commercial General Liability, AtiteRiabile ilrrity aia Da-�- ' Pt+ -I iability and Automobile Liability. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations. The policy limits applicable to the additional insureds shall be the same amount applicable to the named insured or, if the policy provides otherwise, policy limits not less than the amounts required under this Agreement. PAGE 3 The Design -Builder shall provide stiFe!y bend-s-a faithful performance bond and a labor and material a ment bond each in the amount of one hundred Dercent (100%) of the amount of the Contract Sum as follows: PAGE 4 § B.3.2.5 LF during the nF.,:eet eeiistft efle"eFiad the Ow; pial bats, a! a ad•e „+ to +1, f With the terms of See ion L] 2 7 ? Fe.. damages n sed b F:..e eer eauses of less a ..ed by this sepefate n .. Fty i A 1I .ide this . of sub-egallian b enderseme-PA ei* used. § B,3.2.7 WaiVefs BFSulampfion. The Owe id Pesigii Build, all rights agaiiist (1) . elt eih d . e ' agents and employees, (2*any sep fate a nifaeters de •ibed in S ,ifany, enIF eeCej-s [, sub OlfiT[� subeefFtfflet .mf n..+s mid pleyeesf for damages a ed by fife at: eihe.• eauses e f less sn..+...,+ „ the a ed by propeA i„surance obtai". ed „uFsuaM to See+ie„ LPn-- .3.2 or athe... gape.-+y insu.•anee applicable to he Wei:!; and eompleted e AdLieiai:y. The Qwnej- ai- Design Builder, Hs apprepi-iate, shall require ef !he sepaFate eentFaetei:s eseiribed i „ S 1�me A ffee,,,e„+ if R11), and the subeon+,•nsteFs, sub 5tiheE)1# •nn+.,11S a„+e RRd a ..1..,.ene Of ally 9 them, by apMr,:ree „ +,. ene n m4te«e legally r ..ed for validity, a ,iiaF „ aiye fs eael, in Fyep of .Att ski r ethaFwise A waiver of enh,.e„n+:en shall be eFFpeFsew entity as to en+:+even +l.a.,..l. +1, n+ —SOR OF entity , ethe a hLive ft dui eF:.,l„ :F:....+: ",+.. ,.+,",.1 -AtheFwise, did . of . the ed Not used. Additions and Deletions Report for AIA Document AM — 2014 Exhibit 8. Copyright 02004 and 2014. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AlA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was 2 produced at 12:06:30 ET on 0511312025 under Order No,2114608066 which expires on 02/26l2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, e-mail docinfo@aiaoontracts.cwm. User Notes: (3139ADA36) B.3.2.1O The Qwtiep as fidueffiar-yadjust and settle n lens with insHirefs messOne F.tie p,914ies ,a nosign Builder as tt.e mod e€i ding disp'" °ateae-erdanee with tile ...1 �estie�s-e€-t1��.Not used. § B.4.1 Public Works Bond PAGE 5 The Design -Builder and all subcontractors shall file with the Construction Contractors Board a public works bond with a corporate surety authorized to do business in this state in the amount of $30,000 as re uired b ORS 279C.836 and shall cause all subcontractors to do the same prior to starting work on the Vro6eet rQRS 279C.830(211. The bond must provide that the Design -Builder or subcontractor will pay claims ordered by the Bureau of Labor and Industries to workers perfortning labor upon public works ro'ects. The bond must be a Mllti.Mfl.ng obli ation and the surety's liability for the aguelwate of claims that may be Vayable from the bond may not exceed the penal sum of the bond. The bond must remain in effect until depleted by claims paid under this section, unless the surety sooner cancels the bond. The Design -Builder shallyerify that subcontractors have complied with this re uirenlent prior to permitting the subcontractor to start work on the promect Additions and Deletions Report forAIA DocumentA141 — 2014 Exhibit 8. Copyright© 2004 and 2014. All rights reserved. "TheAmerican Institute of Architects,° "American Institute of Architecls," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The Amodcan Institute of Architects. This document was produced at 12:06:30 ET on 05/13/2025 under Order No.2114608066 which expires on 02/26/2026, is not for resale, is licensed for one-time use Duty, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User !Votes: (3139ADA36) UN i��p l GVI� �• R / P j fam /N i i mWWR%//DOS a1a^s i qirr &. .rirr h i Rer.. tu.ur¢a 1 contact: ._. 11a._... 1.9988 it f cx�%)ar kit elk. us, COVER LETTER 5.3.1 PROJECT APPROACH........................................................................ PG G 5.3.2 DESIGN -BUILD TEAM AND KEY PERSONNEL ..................................... PG 9 5.3.3 PROJECT EXPERIENCE..................................................................... PG 13 5.3.4 DESIGN FEE PROPOSAL.................................................................. PG 15 5.3.5 TERMINATION FOR DEFAULT.......................................................... PG 17 F. APPENDIX........................................................................................ PG 19 A. RESUMES B. PROPOSAL FORM C. INDEPENDENT CONTRACTOR CERTIFICATION FORM Q rlk tek: ((()UTLI ER CONSTRUCTION CO. YOUR DESIGN BUILD TEAM Scott Fleury PE April 03, 2025 Public Works Director City of Ashland Public Works 541-488-5587 Scott and the Selection Committee, We are pleased to submit our proposal to provide Design -Build services for the City of Ashland's future Emergency Shelter. With over 1,000 years of collective commercial construction experience, the Outlier team possesses the expertise and capacity to provide exceptional Design -Build services to deliver your project safely, on -schedule and within the outlined budget restraints. Outlier Construction, an innovative and reliable Southern Oregon construction company, was founded in the Rogue Valley in 2017 by two longtime friends who grew up in Ashland. Outlier has since become a commercial builder of choice in Southern Oregon. The Outlier team is proposing a collaborative approach to this Design -Build project, working alongside Arkitek: Design & Architecture and Powell Engineering + Consultanting to pro- vide the necessary services for this design and conversion of the commercial space into an Emergency Shelter. Our team is committed to delivering an innovative, cost-effective, and community -focused solution that enhances the shelter's functionality, safety, and long-term resilience. With extensive experience in design -build project delivery, we understand the importance of collaboration, efficiency, and adaptability. Our approach emphasizes early stakeholder engagement, value -driven design, and streamlined construction execution to ensure that project goals are met within budget and on schedule. We will leverage our collective expertise in sustainable design, structural engineering, and precision construction management to create a facility that serves the City's immediate needs while supporting long-term operational efficiency. We are confident that you will not find a stronger project team possessing the proven successful renovation background, community partnerships, and the desire to deliver a project that the City of Ashland will be proud of than this Design -Build team. We know we have the right team for your project and through the proposal process we intend to prove that to you. We welcome the opportunity to discuss our approach in more detail and demonstrate how our team's skills and experi- ence can deliver exceptional results for the Ashland Community. Please feel free to contact us with any questions, and we look forward to hearing from you soon. Sincerely, Ryan Beugli, C00 / Project Executive, LEED-AP Principal Architect Outlier Construction 2870 Nansen Drive Medford, OR 97504 Cell 541.292.6367 1 ryan@outlierbuilt.com Fax: 541.494.0038 Chris Brown, AIA, DBAI, LEED-AP Arkitek: Design & Architecture 426 A Street, Suite 1011 Ashland, OR 97520 Cell 541.591.9988 1 arkitek@arkitek.us den&archuterture A. DISCUSS HOW A COLLABORATIVE RELATIONSHIP WITH THE OWNER WILL BE ESTAB- LISHED FOR PHASE ONE. The Outlier + Arkitek team will follow a phased, highly coordinated construction approach that integrates The City of Ashland's perational needs with efficient project execution. We believe in a collaborative design approach and dialogue to critically shape our project's success. This occurs on many levels between Outlier + Arktek, City of Ashland stakeholders, and community members. The process we have developed follows an iterative methodology of exploring, testing, analysis, and refining. Through a series of stakeholder meetings, site visits, and design review meetings, design challenges will be uncovered and addressed in a series of solutions. We will also rely on our Digital Collaboration Tools, using cloud -based project management software to share design iterations, cost estimates, and schedules in real time.- TOOLS SHOWN BELOW ORE 6,0 B IE E Q0 C`3 P ® 114 S PAC B. DESCRIBE THE PROCESS AND SCHEDULE FOR THE DESIGN PHASE, DEVELOPING THE DB'S PROPOSAL, PERMITTING, PROCUREMENT, CONSTRUCTION, AND CLOSEOUT PROCESSES. The design phase will be broken down into two parts, Schematic Design (SD) and Design Development (DD). SD will include preliminary fact finding, code review, meetings with stakeholders, and the development of a preliminary design. DD will include the further refinement of preliminary design to a level of detail required to generate the Design Build Proposal. The anticipated duration of the design phase is 60 days. The development of the Design/ Build Proposal will occur continuously throughout the design phase. The preliminary design will be used to generate a working estimate, which will then influence additional design decisions. The culmination of these efforts will be the issuance of the Design/ Build Proposal, which will include the Project Guaranteed Maximum Price (GMP) and the Project Construction Schedule. C. EXPLAIN HOW YOU WILL APPROACH COST ESTIMATING, VALUE ENGINEERING, AND CONSTRUCTION TO COMPLETE THE PROJECT WITHIN THE ESTABLISHED BUDGET. to ensure the project remains within budget, we will: 1. USE A PROGRESSIVE COST MODEL: Iterative cost estimates at each design mile- stone, ensuring alignment with the City's financial parameters. 2. VALUE ENGINEERING (VE) WORKSHOPS: Identify cost -saving alter- natives in materials and construction methods without sacrificing quality. 3. LEAN CONSTRUCTION PRACTICES: Reduce waste, optimize labor pro- ductivity, and streamline workflows for cost-effective execution. 4. EARLY SUBCONTRACTOR INVOLVEMENT: Engage key trade partners during design to validate pricing and enhance constructability. D. DESCRIBE YOUR COMPANY'S QUALITY CONTROL PROGRAM AND DESCRIBE HOW IT WILL BE IMPLEMENTED IN THIS PROJECT.Q • Cost Control: Our approach to cost management includes rigorous budgeting, ongoing cost tracking, and regular financial reporting. We use a robust cost man- agement system to ensure every expenditure is moni- tored and controlled. Our team will provide detailed cost estimates at each phase, identifying potential cost -saving opportunities through value engineering without compro- mising quality. Quality Assurance: We implement a comprehen- sive quality assurance program that includes regular inspections, testing, and documentation to ensure all work meets the specified standards. Our quality control team works closely with subcontractors and suppliers to ensure materials and workmanship comply with project specifications. We are committed to delivering the highest standard of construction by implementing a robust Quality Assurance/Quality Control (QA/QC) plan that includes: Daily inspections & reporting — Our on -site superintendent and QA/QC team will con- duct routine quality checks to ensure work meets CHN's specifications. Documented issue tracking — Non-confor- mance issues will be logged, tracked, and resolved before moving forward. Third -party testing & inspections — We will engage independent testing agencies for critical infrastructure like structural integrity, HVAC, and life safety systems. Final walkthrough & punch list completion — We will conduct a comprehensive final inspection to guarantee a smooth transition to CNN's operations. ((( 1 %,,, �`z1LAD RESPONSE TO RFP 2022-12 I CITY OF ASHLAND EMERGENCY SHELTER UPGRADES 6 E. CITY'S STATED PROJECT BUDGET IS $800,000. IDENTIFY WHETHER THE PROPOSER CONSIDERS THIS TO BE AN ACHIEVABLE BUDGET GIVEN THE SCOPE OF DB SERVICES AND PROGRAM AND SCHEDULE IDENTIFIED IN THIS RFP. DESCRIBE ANY PROGRAM OR SCHEDULE CHANGES THE PROPOSER WOULD RECOMMEND CITY CONSIDER ACHIEVING THE DESIRED SERVICES WITHIN THE DB BUDGET. Outlier Construction is excited to collaborate with Arkitek on designing a project that maximizes value within an $800,000 budget while identifying strategic opportunities to expand the scope of work for the benefit of the City of Ashland. Based on our experience and analysis, our team does not see concerns with aligning the allowable budget with the required scope of work. Our successful collaboration on past projects, including work with the Phoenix -Talent School District on evaluating exterior siding options, durable wall finishes, and cost-effective ceiling and acoustical wall panel finishes in multi -purpose areas, has demonstrated our ability to deliver high - quality, budget -conscious solutions. By leveraging our expertise in cost-efficient construction and Arkitek's innovative design approach, we are confident in delivering a project that meets financial and functional goals while exploring scalable enhancements that support Ashland's long-term growth and infrastructure needs. ((( ) %,, �`z1LAD RESPONSE TO RFP 2022-12 I CITY OF ASHLAND EMERGENCY SHELTER UPGRADES 7 (OUTLIER CONSTRUCTION CO. Ryan Beugli Project Executive/Lead Estimator Pre Construction: 30% 1 Construction: 10% I Mason Drake Project Manager Budget, Quality Control, Master Schedule, Manager Pre Construction: 30% Construction: 30% Mike GoLdschmidt Project Superintendent RR's, Submittals, Document Oversight, Deliverables Pre Construction: o% Construction: 20% Cody Owens Project Engineer RR's, Submittals, Document Oversight, Deliverables Pre Construction: o% Construction: 20% Mike George General Superintendent On -Site, Subcontractor Coordination, Safety Pre Construction: io% Construction: i00% a d e ,.uign rehufectuur Chris Brown David Weir Principal Architect Architectural Project Manager Pre Construction: 30% Pre Construction: 30% Construction: 20% Construction: 20% Todd PoweLL Civic Engineer Pre Construction: 30% Construction: 20% ((( ) ii, nsi i%Au RESPONSE TO RFP 2022-12 1 CITY OF ASHLAND EMERGENCY SHELTER UPGRADES 9 IRYAIN BIEUGIL11 COO, Outlier Construction PROJECT EXECUTIVE RELEVANT PROJECT EXPERIENCE: TALENT SCHOOLS REHABILITATION PROJECT WORKED WITH ARKITEK ON THIS JACKSON COUNTY DISTRICT #5 FIRE STATION#14 ORCHARD HILL ELEMENTARY SCHOOL WORKED WITH POWELL ON THIS Ryan will be the main point of contact with the client, staff and the architect. He will oversee the budget and value engineering as required. He will help with subcontractor recruitment, assist with the budgets and bid, and will assist in making bid packages for subcontractors to bid out. Once the job has started, he will be the one overseeing the day-to-day activities, ensuring a smooth and efficient project. Ryan's deep connections with subcontractors ensures competitive prices and bid coverage needs are met. Outlier Construction PROJECT MANAGER RELEVANT PROJECT EXPERIENCE: TALENT SCHOOLS REHABILITATION PROJECT WORKED WITH ARKITEK ON THIS JACKSON COUNTY DISTRICT #j FIRE STATION #14 JACKSON COUNTY HEALTH BUILDING Mason is a highly skilled project manager with several successful large-scale public and private projects on his resume. He will organize the team to ensure all milestones and deliverables are met. Mason will conduct weekly evaluations of master schedule, quality control plan, and budget with the Outlier team members to keep the project on track, in addition to overseeing RFls, submittals, and change requests. As project manager, He will focus on bid solicitation during preconstruction in order to bring the best subcontractors for the project forward, then will develop and finalize the overall project GMP. During construction, Mason will provide leadership to the team ensuring the best experience for The City of Ashland and the strong execution of this project. RELEVANT PROJECT EXPERIENCE: COIDY OWEINS PUBLIC WORKS OPERATION BUILDING Outlier Construction TICOR TITLE TENANT IMPROVEMENT PROJECT ENGINEER As Project Engineer, Cody will assist the team to ensure all milestones and deliverables are met during construction. He will assist the superintendents with onsite coordination duties, manage RFI and submittal processes, and assist with document control. Cody will be the jack of all trades ensuring the project is going smoothly. �Mike George Outlier Construction GENERAL SUPERINTENDENT RELEVANT PROJECT EXPERIENCE: TALENT SCHOOLS REHABILITATION PROJECT WORKED WITH ARKITEK ON THIS ASHLAND FIRE STATION ORCHARD HILL ELEMENTARY SCHOOL WORKED WITH POWELL ON THIS Mike will oversee construction phase of the project. He will assist Mike, the Project Superintendent, to ensure all elements of the construction phase of the project are completed per design. Mike is an extra set of eyes for all of our projects, and helps make safety a top priority. ((( 1 %,,, �`z1LAD RESPONSE TO RFP 2022-12 I CITY OF ASHLAND EMERGENCY SHELTER UPGRADES 10 Outlier Construction RELEVANT PROJECT EXPERIENCE: ASANTE HEALTH SYSTEM TENANTIMPROVEMENTS PATRIOT STATION HOUSING AUTHORITY TENANTIMPROVEMENTS LITHIA DRIVEWAY TENANT IMPROVEMENTS Mike will be located on -site and will be responsible for the construction phase of the project. He will provide schedule management, safety implementation, subcontractor monitoring, and track any changes in scopes of work. Mike will lead the construction team during all work periods, ensuring each aspect of the project is completed per design. CHIRIS BIROWIN RELEVANT PROJECT EXPERIENCE: OHRA CENTER SHELTER Arkitek: Design & Architecture TALENT SCHOOLS REHABILITATION PROJECT PRINCIPAL ARCHITECT (WORKED WITH OUTLIER ON THIS ROGUE PRIMARY SCHOOL Christopher is the Principal Architect and Design Team Leader atArkitek, with over 20 years of experience bringing projects to successful completion. With diverse experience in projects with varied programmatic needs, including educational facilities and temporary/ transitional housing, he plays a key role in delivering innovative design solutions. As the primary Client and Stakeholder liaison, Christopher will ensure effective communication and guidance throughout all phases of design, documentation, and construction. Arkitek: Design & Architecture PROJECT MANAGER RELEVANT PROJECT EXPERIENCE: OHRA CENTER SHELTER TALENT SCHOOLS REHABILITATION PROJECT WORKED WITH OUTLIER ON THIS PHOENIX HIGH SCHOOL CLINIC RENOVA- TION David wll oversee the day-to-day coordination of design, documentation, and construction administration activities of the project. He will work closely with the client, stakeholders, and contractors to ensure the project meets timelines, budget, and quality standards, while addressing the unique design challenges and code requirements of the temporary/ transitional housing renovation project. David ensures smooth project execution from concept through completion. Powell Engineering + Consulting RELEVANT PROJECT EXPERIENCE: ORCHARD HILL ELEMENTARY SCHOOL ADDITION AND RENOVATION WORKED WITH OUTLIER ON THIS ROGUE PRIMARY SCHOOL ROGUE RIVER MIDDLE SCHOOL NEW CLASSROOMS BUILDING Todd is a licensed Civil Engineer in Oregon with 27 years of experience. He has a strong track record working on public projects and im- plementing low -impact development strategies, having completed numerous projects across the Rogue Valley. Todd is particularly skilled in utility connection and fire sprinkler system connection design, bringing a wealth of knowledge and practical experience to every project he works on. ((( 1 %,,, �`z1LAD RESPONSE TO RFP 2022-12 I CITY OF ASHLAND EMERGENCY SHELTER UPGRADES 11 TALENT SCHOOLS REHABILITATIONPROJECT Talent, Oregon - ARKITEK & OUTLIER PROJECT 2024 This project consisted of a seismic retrofit to both campus- es, which included framing upgrades to existing buildings, new roof systems, added CMU pilasters, classroom and restroom remodels, gym and locker room renovations, and updated finishes. *COMPLETED AHEAD OF SCHEDULE, AND UNDER -BUDGET. $5.3M PHOENIX -TALENT SCHOOL DISTRICT CONTACT: JON MCCALIP EMAIL: jon.mccalip@phoenix.k12.or.us SIMILARITIES: Restroom Renovation/Construction I Egress Code Fire Code I Retrofit JACKSON COUNTY FIREI ICSTATION 4 Ashland, Oregon - OUTLIER PROJECT 2023 Seismic renovation of an existing 3,600 SF fire station. ncluded new interior concrete footings, shear walls, added a new restroom and remodeled existing restrooms, replaced windows, new apparatus bay doors, and interior finish updates throughout the living quarters. *COMPLETED ON SCHEDULE, AND UNDER -BUDGET. $967,000 JACKSON COUNTY FIRE DISTRICT 5 CONTACT: AARON BUSTARD 541.535.4222 SIMILARITIES: Restroom Renovation/Construction I Egress Code Fire Code I Retrofit OHRA CENTER SHELTER Ashland, Oregon - ARKITEK PROJECT 2024 The project involved transforming an existing motel into tempo- rary/transitional housing. Major upgrades include the renovation of guest rooms, guest room to office conversions, improvements to meeting areas, a new elevator to improve accessibility, and a new fire sprinkler system to improve the fire and life safety. The project succeeded in providing comfortable, functional spaces while maintaining efficient operations for the transitional housing community. *COMPLETED ON -SCHEDULE, AND ON -BUDGET. $800,000 OHRA CONTACT: BEN BELLINSON PHONE:541-301-7334 SIMILARITIES: Restroom Renovation/Construction I Egress Code Fire System I Transitional Housing Conversion OF ASHLAND EMERGENCY SHELTER UPGRADES 13 DESIGN FEE PROPOSAL - PHASE ONE Phase 01- Schematic Design / Design Development Arkitek- Chris Brown (Principal in Charge) 40 HRs x $225= $9,000 Arkitek- David Weir (Project Manager) 70 HRs x $185= $12,950 Arkitek- Technician 70 HRs x $125= $8,750 Outlier- Ryan Beugli (Project Executive) 40 HRs x $125= $5,000 Outlier- Mason Drake (Project Manager) 40 HRs x $115= $4,600 Outlier- Mike Goldschmidt (Superintendent) 8 HRs x $105= $840 Powell Engineering- Todd Powell $5,000 MEPF Coordination $2,500 DESIGN FEE SUBTOTAL $48,640 m III':°°;: e c u fiII .. "" II 111 III':: , NOT -TO -EXCEED DESIGN FEE PROPOSAL $43,640 ((( l %,, �`z1LAD RESPONSE TO RFP 2022-12 1 CITY OF ASHLAND EMERGENCY SHELTER UPGRADES 15 THIS PROPOSED DESIGN BUILD TEAM HAS NOT HAD A CONTRACT TERMINATED FOR DEFAULT IN THE LAST FIVE YEARS. TERMINATION FOR DEFAULT IS DEFINED AS NOTICE TO STOP PERFORMANCE THAT WAS DELIVERED TO THE PROPOSER DUE TO THE PRO - POSER'S NON-PERFORMANCE OR POOR PERFORMANCE AND THE ISSUE OF PERFOR- MANCE WAS EITHER (A) NOT LITIGATED DUE TO INACTION ON THE PART OF THE PRO- POSER, OR (B) LITIGATED AND DETERMINED THAT THE PROPOSER WAS IN DEFAULT. ((( ) %,, �`z1LAD RESPONSE TO RFP 2022-12 I CITY OF ASHLAND EMERGENCY SHELTER UPGRADES 17 RYAN BEUGLI coo OUTLIER CONSTRUCTION EXPERIENCE OUTLIER CONSTRUCTION I MEDFORD, OR 2017-CURRENT COO/Owner ADROIT CONSTRUCTION I ASHLAND, OR 2oo6-2017 Estimator/Project Manager REFERENCES Doug Irvine - President I Irvine Investments, Inc - 541-3oi-8825 Ray Kistler - Owner I KSW Architects - 541-482-8200 Tony Workman - Real Estate & Construction Manager - 541-6go-9244 JOB HISTORY Talent Elementary Seismic Renovation Talent Middle School Seismic Renovation HoLLy Theater Seismic Renovation - Medford Orchard HiLL Elementary School Seismic Phases - Medford Jackson County Fire Dist. 5 Station 14 Seismic Renovation - Medford SOU Britt HaLL Stair Concrete Rehab / ADA FLatwork - Ashland SOU Central HaLL Phases o1 & 02 - Ashland Rogue Credit Union - Umpqua Community CoLLege Campus Rogue Credit Union - Grants Pass Rogue Credit Union- Klamath FaLLs Rogue Credit Union - West Medford Rogue Credit Union Drive Thru ATM- White City Ashland High SchooL Seismic Renovation RVTD Transportation and Parking Building - Medford Talent Travel Center - TaLent Evergreen Federal Bank - Ashland The Grange Co -Op Corporate Headquarters - White City Southern Oregon Cardiology - Medford TaLent Middle School Cafeteria Table Rock Elementary Expansion - White City RCC / SOU- Medford Higher Education Center Josephine County Courthouse - Grants Pass Northgate Center - Building E - Medford Jackson County Courts Renovation - Grants Pass Starbucks Coffee - White City Rogue Credit Union- West Medford Oregon Youth Authority Renovation- Grants Pass Springbrook Commercial Development - Medford Jackson County Courthouse end Floor Renovation - Medford Jackson County Courthouse Annex Renovation - Medford Jackson County District Attorney's Office - Medford (More Jobs By Request) ((( ) ii, nsi i%Au RESPONSE TO RFP 2022-12 1 CITY OF ASHLAND EMERGENCY SHELTER UPGRADES 19 MASON DRAKE PROJECT MANAGER OUTLIER CONSTRUCTION EXPERIENCE OUTLIER CONSTRUCTION I MEDFORD, OR 2021 - CURRENT Project Manager P&C CONSTRUCTION I PORTLAND, OR 2o18 - 2021 Project Engineer TURNER CONSTRUCTION I PORTLAND, OR 2018 Summer Intern BREMIK CONSTRUCTION I PORTLAND, OR 2017 Summer Intern REFERENCES Jason Prins - Principal, Structural Solutions - 541-6o8-8117 Parker Verhaeghe - VP, P&C Construction - 503-572-6848 Travis Snyder - CEO, Precision Electric - 541-773-6279 JOB HISTORY Talent Schools Seismic Rehabilitation - Talent Mercedes Benz of Medford Shop Addition - Medford Kids Unlimited Carrico Classroom Building - Medford Siskiyou Community Health Center Addition - Grants Pass Medford School District IT/Computer Room Update - Medford Medford Innovation Academy Kitchen Renovation - Medford Jensen Surgery Center Renovation - Medford Rogue Credit Union White City Drive=Through - White City Jackson County Fire District 5, Station 4 Seismic Renovation - Golf Garage New Construction - Medford Talent Maker City New Construction - Talent Art Rutkin Elementary School Remodel- Tualatin, OR North Clackamas School District - Sabin Campus Remodel Schellenberg Campus, Remodel, Land Lab, Technology & Information Services, Camp Withycombe Temporary Shop, Alder Creek Middle School - Clackamas County, OR Pacific Bible College Education Wing Remodel - Medford Garrison's Home & Sleep - Phoenix Touchstone Interventional Pain Clinic - Medford Hyundai of Medford Renovation - Medford Mercedes Benz of Medford Overflow Lot - Medford nsi i%�Nu RESPONSE TO RFP 2022-12 1 CITY OF ASHLAND EMERGENCY SHELTER UPGRADES 20 CODY OWENS PROJECT ENGINEER OUTLIER CONSTRUCTION EXPERIENCE OUTLIER CONSTRUCTION I MEDFORD, OR 2023 - CURRENT Project Engineer HOWARD S WRIGHT CONSTRUCTION I PORTLAND, OR 2022 - 2023 Project Engineer TGC STRUCTURAL I CORVALLIS, OR 2022-2022 Project Engineer Intern BNBUILDERS CONSTRUCTION I SEATTLE, WA 2021-2021 Project Engineer Intern REFERENCES Neil Itzen - CEO, The Grange Co -Op, 541-664-1261 Ray Kistler - Owner, KSW Architects, 541-488-8200 Scott Whitman - Business Director, Ashland School District 5, 541-261-5713 Allison French - Director, Talent Maker City, 541-8go-3228 JOB HISTORY Ticor Title TI - Medford, OR Southern Oregon Neurology - Medford, OR Rogue Valley Transportation Department - Medford, OR Les Schwab Tire Center - White City, OR Golf Garage - Phoenix, OR Public Works Operations Building - Salem, OR Mail Hub Tenant Improvement - Renton, WA nsi i%�Nu RESPONSE TO RFP 2022-12 1 CITY OF ASHLAND EMERGENCY SHELTER UPGRADES 21 MIKE GEORGE GENERAL SUPERINTENDENT OUTLIER CONSTRUCTION EXPERIENCE OUTLIER CONSTRUCTION I MEDFORD, OR 2021 - CURRENT Superintendent S&B JAMES CONSTRUCTION I CENTRAL POINT, OR 2017- 2021 Superintendent WRIGHT HOTEL DEVELOPMENT I PORTLAND, OR 2007-2014 Superintendent REFERENCES Pat Brown - Cannon Management - 541-6o1-961g Ray Kistler - KSW Architects - 541488 8200 JOB HISTORY Talent Elementary School Seismic - Talent, OR Talent Middle School Seismic - Talent, OR Orchard Hill Elementary School Seismic Phases Jackson County District #5 Fire Station #12 Southern Oregon University Central Hall - Ashland, OR The Holly Theater Renovation/Remodel - Medford, OR Ashland High School Seismic/Modernization - Ashland, OR Kids Unlimited Carrico Classroom Building - Medford, OR Sacred Heart Gym Renovation - Medford, OR Sacred Heart Faith Formation Center - Medford, OR St. Mary's High School New Art Center - Medford, OR Camas Valley Charter School Seismic - Camas Valley, OR Springhill Marriott - Medford, OR Hilton Homewood Suites - Medford, OR Holiday Inn Express - Lynwood, WA Bear River Casino - Eureka, CA Hilton Garden Inn - Medford, OR Saint Mary's School - Medford, OR Staybridge Inn and Suites - Mukiteo, OR Los Angeles National Cemetery - Los Angeles, CA Biloxi National Cemetery nsi i%�Nu RESPONSE TO RFP 2022-12 1 CITY OF ASHLAND EMERGENCY SHELTER UPGRADES 22 MIKE GOLDSCHMIDT PROJECT SUPERINTENDENT OUTLIER CONSTRUCTION EXPERIENCE OUTLIER CONSTRUCTION I MEDFORD, OR 2019 - CURRENT Superintendent ADROIT CONSTRUCTION I ASHLAND, OR 2010- 2019 REFERENCES Byron Steiner - Viking Concrete - 541 331 2345 Ron Palmer -Contractor - 541 502 0076 JOB HISTORY Ashland Community Hospital Improvements Fire Code Upgrades Paint Upgrades Restroom Upgrades Asante Hospital System Tenant Improvements - Medford, Ashland, and Grants Pass locations Paint upgrades Fire Code updates Egress updates Patriot Station Housing Authority Tenant Improvements SOU Dormitory Lithia Driveway Tenant Improvements Cardiovascular Institute Asante Surgical Rooms Ashland Hospital Birthing Center Listo Tax Solutions Tenant Improvements (((/ ii, �`z1LAD RESPONSE TO RFP 2022-12 1 CITY OF ASHLAND EMERGENCY SHELTER UPGRADES 23 Resumes CHRISTOPHER BROWN Principal Architect, AIA, NCARB, LEEDAP, arkitek:design & architecture Christopher is the principal architect and design team leader atArkitek. He acts as the primary Client and Stakeholder liaison, providing guidance and effective communication through all phases of design, documentation, and construction. EDUCATION & CERTIFICATION -Ashland Climate Energy & Action Plan 2.0 Committee member, 2018-2019 NCARB Licensed Architect, State of Oregon: 6022 Member IThe American Institute of Architects (AIA) LEED AP BD+C, LEED HOMES certification Bachelor of Architecture I California Polytechni State University, CA PROFESSIONAL PRACTICE arkitek:design & architecture, principal architect (2012 - Present) kistle r- small-4 white architects, Architect (2005 - 2012) SELECT PROJECTS - Options for Helping Residents of Ashland Shelter Ashland, OR -Ashland Middle School I Ashland, OR -Oakdale Middle School I Medford, OR Phoenix Elementary School I Phoenix, OR Rogue Primary School I Central Point, OR -Orchard Hill Elementary School Cafeteria Phoenix, OR -TRES Modular Classrooms I White City, OR Idk"'urnes iio„ 1`z1LAD RESPONSE TO RFP 2022-12 1 CITY OF ASHLAND EMERGENCY SHELTER UPGRADES 24 Resumes DAVID WEIR Project Manager, QA/OC Code Analysis arkitek:design & architecture David holds a crucial role in all aspects of commercial, institutional, and residential building design and construction administration. With more than so years of design experience, he is a specialist in digital fabrication and engineering design/shopdrawing coordination. David's responsibilities consist of construction administration, overseeing projectas-builts, construction detailing, specifications, and technical fabrication. EDUCATION & CERTIFICATION - San Francisco Institute of Architecture, 2oo6-2009 San Francisco, CA - Mesa College I 2004— 2oo6 I San Diego, CA PROFESSIONAL PRACTICE arkitek:design & architecture Rogue Systems Design Services -Applegate Rogue Building Company - IPD Inc. SELECT PROJECTS - Options for Helping Residents of Ashland Shelter Ashland, OR - Phoenix High School Clinic Renovation I Phoenix, OR -Oakdale Middle School I Medford, OR - North Medford High School Gym Seismic I Medford, OR -Talent Seismic Retrofit (Talent, OR Innovation Academy Phase I I Medford, OR Rogue Primary School I Central Point, OR Ashland Middle School Campus I Ashland, OR Orchard Hill Elementary School Cafeteria I Medford, OR Phoenix Elementary School Seismic Retrofit I Phoenix, OR Ike mines iio„ ((( ) L 1`z1LAD RESPONSE TO RFP 2022-12 1 CITY OF ASHLAND EMERGENCY SHELTER UPGRADES 25 IKey Qiva 11 fifli catio iris Experienced with Civil 3D Low Impact Development Strategies ' Public Project Experience Years of Experience 27 years Education BS, Civil Engineering, Oregon State University Professioinall Il. iceinses Registered Civil Engineer Oregon #56425PE Washington #39396 Professioinall Affiliations Professional Engineers of Oregon Rotary International Certifications • LID Seminar for Innovative Stormwater Managen • Design of Storm Sewers/Drainage • Contech Stormwater Treatment • 1200-C ESC Inspector Todd Powell, PE I Civil Eingfineeir Todd is a licensed professional engineer with 27 years' experience in the development industry and is the Owner and Principal Engineer at Powell Engineering and Consulting, LLC in Medford, Oregon. Rellevaint Experience • Phoeinfix High Schooll Renovation aind Addition (David Wilkerson, ORW Architecture, 54.1 779 5.237) INew larking lot, site i.Ailities, grading, erosion control, storrnwater management, and site pedestrian coninecLivity for a new 1.25,000 SV� classroom wing. • Orchard 114flill Elementary Schooll Addition aind Renovation (Chris Brown, arkitek, 54.1 880 89.17) Grading, site i.Ailities, erosion control, and stoi-irnwater management for a new 9,000 SVcafeteria addition • Ashland If Schooll Addition aind Renovations (Marlene Gillis, Soderstrorn Architects, 503 .2.28 56.1. ) Three new larking lots, site i.Ailities, pedestrian connectivity, grading, erosion control, and storrnwater management for a new 6'"' Grade classroom wing. • Hellimain Elementary Schooll Addition aind IReirnodell (ReneeAlexander, BBT"Architects, 54.1. 38.2 5535) Two new parking lots, site i.Ailities, pedestrian connectivity, grading, erosion control, and storrnwater management for a new 27,000 SV� classroom loi..Jlding. • IMae Richardson Parking Lot (ReneeAlexander, BBT"Architects, 54.1. 38.2 5535) 1.7,000 SVlarking lot expansion with new drive aloloroach, site i.Ailities, pedestrian connectivity, grading, erosion control, and stoi-irnwater management for IVlae Richardson Elementary School. • Finufadalle Elementary Schooll Addition aind IPairllding Lot (Andrew Owen, ORW Architecture, 54.1. 779 5.237) INew larking lot, drive aloloroach, site i.Ailities, pedestrian connectivity, grading, erosion control, and stoi-irnwater management for l::n,.Jtdale Elementary School. • (Rogue IPirlirnairy, chooll (Chris Brown, arkitek, 54.1. 880 89.1.7) INew school cairnloi,.is for Central Vloint School District on 6.6-acres, iincli,.idiing 35,000 sq. ft. loi,.Jlding footprint, site grading, i.Ailities, storrnwater management, velhim.ilair cira,.ilation and larking, frontage improvements, and erosion control. • Jewett Elementary Schooll New Gyrninasfiurn (ReneeAlexander, BBT"Architects, 54.1 38.2 5535) INew gyrnnasii..ii-n with larking lot, new drive aisle and drop off lane, site i,.itilities, pedestrian connectivity, grading, erosion control, and storrnwater management. -poweliengineeringconsulting.com (t-el-).541.613.0723 STRONG RELATIONSHIPS e INFINITE POSSIBILITIES I 11111111k LI 1\z1LAD RESPONSE TO RFP 2022-121 CITY OF ASHLAND EMERGENCY SHELTER UPGRADES Im. Progressive Design Bu!ild Procurement Proposal Forrn City of Ashland The Proposer warrants that the Proposer has carefully reviewed the RFP and that this Proposal represents Proposer's full response to the requirements described in the RFP. The Proposer further warrants that if this Proposal is accepted, the Proposer will contract with the Owner, agrees to all terms and conditions found in the attached contract and will provide all necessary labor, materials, equipment, and other means required to complete the Work in accordance with the requirements of the RFP and contract documents. The Proposer acknowledges that the Proposer must be licensed by the State of Oregon Construction Contractors Board before signing the construction agreement or otherwise making an offer to perform the Work. In addition, the Prime Architect providing architecture or engineering services shall be licensed as required and applicable under ORS 671.020, ORS 671.0130, ORS 672.020, and ORS 672.060, REQUIRED RESPONSE QOCVMENTS: The following information must be returned with your response (Place a check in front of the item indicating inclusion in your response),: V RESPONSE TO ALL EVALUATION CRITERIA listed in SECTION 5 OProposal Form VJ Independent Contractor Certification MWESIBINFORMATION: City encourages contracting with minority owned, woman owned, and emerging small business (MWESB), The State of Oregon offers a certification process. Indicate below if your business is a IVIWESB and if so, whiich categories have been state certified. MWESB certified? F]Yes V No If yes, indicate which categories: F—I:Min,ority Owned 1:1 woman Owned 1:1 Emerging Small Business ®Veteran Owned ACKNOWLEDGMENT OF RECEIPT OF ADDENDA TO PROPOSAL DOCUMENTS: Proposer acknowledges receipt of Addenda and agrees to be bound by their contents. -]D • Check each RFP addendum 3 D a [:]7 D D E40 received: W 1102 [_ • Check if not applicable or no addenda were received: D OSEBEELS / 0SIRGIE / ORBAE Nos.: Provide names, titles, and certification numbers for Key Personnel listed in response to Section SECTION 5 of the RFP. Attach additional pages as needed. Chris Brown Todd Powell Nam T�i�t Principal Architect Civil Engineer ........... Ryan Beugh Project Executive Mason Drake Michael: Goldschmidt RFP 2022-12 LI Project Manager Project Superintendent 9EE.� n0ow-A 38763�213 N/A NIA N/A Page I of 2 RESPONSE TO RFP 2022-121 CITY OF ASHLAND EMERGENCY SHELTER UPGRADES 27 Progressive Design Build Procurement PROPOSER INFROMATION: Company Name: Outlier Construction, LLC Busiiness Address, 2870 Nansen Drive Medford, OR 97504 Telephone: (541) 622-2040 Oregon CCB #: 217660 Email: officeQoutlierbuilt.corn City of Ashland Person Signing Proposal: Ryan Beugli Title: COO/Project Executive Authorized Signature: Date: 04/03/2025 RFP 2022-12 XEMBE� Page 2 of 2 ILI ((( ) 1\s;i%AD RESPONSE TO RFP 2022-121 CITY OF ASHLAND EMERGENCY SHELTER UPGRADES 28 Independent Contractor Certffication CERTIFICATION'S/REPRESENTATIONS: Contractor, by and through its authorized representative, under Penalty of perjury, certifies that (a) the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and i(b) Contractor is not subject to backup withholding because; (i) it is exempt from backup withholding, or (ii) it has not been notified by the internal Revenue Service (IRS) that it is subject to backup w,ithho,lding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified it that it is no longer subject to backup withholding. Contractor further represents and warrants to City that: (a) it has the power and authority to enter into this Agreement and perform the Work, (b) the Agreement, when executed and delivered, shall be a valid and binding obligation of Consultant enforceable iin accordance with its terms, (c) the work under the Agreement shall be performed in accordance with the highest professional standards, and (d') Contractor is qualified, professionally competent, and duly (licensed (if applicable) to perform the Work. Contractor also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, it is an independent contractor as defined in the Agreement, it is authorized to do business in the State of Oregon, and Contractor has checked four or more of the following criteria that apply to its business,. I . I " (1) Contractor carries out the work or services at a location separate from a private residence or is in a specific portion of a private residence, set aside as the location of the business. (2) Commercial advertising or business cards or a trade association membership are purchased for the business. (3) Telephone listing us used for the business separate from the personal residence listing, (4) Labor or services are performed only pursuant to written contracts. rV I (5) Labor or services are performed for two or more different persons within a period of one year. EZ(6,) Contractor assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission (professional liability) insurance or liability insurance relating to the Work or services to be provided. 12V Authorize 6 Signature al1,� W ILI ((( ) 1\z1LAD RESPONSE TO RFP 2022-121 CITY OF ASHLAND EMERGENCY SHELTER UPGRADES 29 ......................................... ............ . ........... .. mmmwo Attachment #2 PROGRESSIVE DESIGN BUILD PROCUREMENT Request for Proposals Project No. 2022-12: Emergency Shelter Upgrades ISSUE DATE: March 4, 2025 REFER QUESTIONS TO: Scott Fleury PE, Public Works Director Phone: 541-488-5587 Email: scott.fleuryC�ashlandore�on.�ov PROPOSALS DUE: April 3, 2025 not later than 2:00 PM Local Time SUBMIT PROPOSALS TO: City of Ashland Public Works 20 E Main St (mail) or 51 Winburn Way (personal delivery) Ashland, OR 97520 PRE -PROPOSAL CONFERENCE: There will be a MANDATORY pre -proposal conference on March 20, 2025 at 2:00 PM at the Project Site, 2200 Ashland Street. CITY OF ASHLAND PUBLIC WORKS / ENGINEERING 20 E. MAIN STREET ASHLAND OR 97520 541/488-5347 Progressive Design Build Procurement City of Ashland CONTENTS CONTENTS...........................................................................................................................................................................2 ADVERTISEMENT.................................................................................................................................................................4 SECTION 1. BACKGROUND INFORMATION....................................................................................................................6 1.1 INTRODUCTION............................................................................................................................................................... 6 1.2 BACKGROUND................................................................................................................................................................6 SECTION 2. PROJECT OVERVIEW...................................................................................................................................6 2.1 SCOPE OF WORK.............................................................................................................................................................6 2.2 PROJECT SCHEDULE.........................................................................................................................................................7 SECTION 3. PROGRESSIVE DESIGN -BUILD SERVICES......................................................................................................8 3.1 GENERAL.......................................................................................................................................................................8 3.2 ROLESAND RESPONSIBILITIES.............................................................................................................................................9 SECTION 4. INSTRUCTIONS TO PROPOSERS.................................................................................................................10 4.1 DEFINITIONS.................................................................................................................................................................10 4.2 INFORMATION OF RECORD..............................................................................................................................................11 4.3 QUALIFICATIONS REQUIREMENTS.....................................................................................................................................11 4.4 STATE LICENSE REQUIREMENTS FOR CONTRACTORS, ARCHITECTS, ENGINEERS.......................................................................... 11 4.5 QUESTIONS, CLARIFICATIONS AND REQUESTED CHANGES...................................................................................................... 12 4.6 PROTEST OF SOLICITATION DOCUMENT AND PROCUREMENT PROCESS..................................................................................... 12 4.7 ADDENDA....................................................................................................................................................................13 4.8 PROTESTS OF ADDENDA.................................................................................................................................................. 13 4.9 CONFORMANCE TO SOLICITATION REQUIREMENTS...............................................................................................................13 4.10 ECONOMY OF PROPOSAL PREPARATION............................................................................................................................. 14 4.11 EXECUTION OF THE PROPOSAL.........................................................................................................................................14 4.12 SUBMISSION OF PROPOSAL.............................................................................................................................................14 4.13 MODIFICATION OF PROPOSAL.......................................................................................................................................... 14 4.14 WITHDRAWAL OF PROPOSAL...........................................................................................................................................14 4.15 ACCEPTANCE OF PROPOSAL CONTENT...............................................................................................................................15 4.16 INCURRED COSTS.......................................................................................................................................................... 15 4.17 PUBLIC RECORDS AND CONFIDENTIALITY OF PROPOSAL.........................................................................................................15 4.18 DISCRIMINATION IN SUBCONTRACTING PROHIBITED.............................................................................................................15 4.19 ACCESS To RECORDS...................................................................................................................................................... 15 4.20 RIGHTTO MODIFY PROCESS............................................................................................................................................15 4.21 DISPUTES.....................................................................................................................................................................15 4.22 RESIDENT PROPOSER.....................................................................................................................................................16 SECTION 5. PROPOSAL SUBMITTAL REQUIREMENTS...................................................................................................16 5.1 FORMAT OF PROPOSALS................................................................................................................................................. 16 5.2 REQUIRED CONTENT...................................................................................................................................................... 16 5.3 EVALUATION CRITERIA.................................................................................................................................................... 16 5.3.1 Project Approach.............................................................................................................................................17 5.3.2 Design -Build Team and Key Personnel.............................................................................................................17 5.3.3 Project Experience............................................................................................................................................17 5.3.4 Design Fee Proposal.........................................................................................................................................18 5.3.5 Termination for Default...................................................................................................................................18 RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 2 of 26 Progressive Design Build Procurement City of Ashland SECTION 6. EVALUATION PROCESS & DB SELECTION...................................................................................................18 6.1 REVIEW AND ACKNOWLEDGMENT OF DEFECTIVE PROPOSALS.................................................................................................18 6.2 RIGHT OF REJECTION...................................................................................................................................................... 19 6.3 REFERENCES.................................................................................................................................................................19 6.4 RESPONSIBILITY.............................................................................................................................................................19 6.5 CLARIFICATION OF RESPONSE...........................................................................................................................................20 6.6 INTERVIEWS.................................................................................................................................................................20 6.7 FINALIST SELECTION.......................................................................................................................................................20 6.8 TIES AMONG PROPOSERS................................................................................................................................................20 6.9 NOTICE OF INTENTTO AWARD.........................................................................................................................................21 6.10 CONTRACT NEGOTIATION...............................................................................................................................................21 6.11 PROTEST PROCEDURES...................................................................................................................................................21 6.12 NOTICE TO PROCEED......................................................................................................................................................22 SECTION7. CONTRACT................................................................................................................................................22 7.1 CONTRACT FORM..........................................................................................................................................................22 7.2 ORDER OF PRECEDENCE..................................................................................................................................................22 7.3 CONTRACT PAYMENTS....................................................................................................................................................23 7.4 BONDING.....................................................................................................................................................................23 7.5 WAGE REQUIREMENTS AND LABOR STANDARDS.................................................................................................................23 7.6 ASHLAND LIVING WAGE REQUIREMENTS...........................................................................................................................24 7.7 INSURANCE REQUIREMENTS............................................................................................................................................24 7.8 BUSINESS LICENSE REQUIRED...........................................................................................................................................25 7.9 LAWS AND REGULATIONS................................................................................................................................................25 APPENDICES (BOUND SEPARATELY) APPENDIX 1 - Background Documents A. Facility Floor Plan APPENDIX 2 - Required Attachments to Proposal Proposal Form Independent Contractor Certification APPENDIX 3 - Draft AIA A141 Contract Form AIA A141 Standard Form of Agreement between Owner and Design Builder Exhibit A — AIA A141 Design -Build Amendment Exhibit B —AIA A141 Insurance and Bonds APPENDIX 4 - Current Wage Requirements for Public Improvement Contracts A. Davis Bacon and Related Acts Checklist B. City of Ashland Living Wage RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 3 of 26 Progressive Design Build Procurement City of Ashland ADVERTISEMENT CITY OFASHLAND PUBLIC WORKS -REQUEST FOR PROPOSALS (RFP) FOR - DESIGN BUILD SERVICES The City of Ashland ("City' or "Owner") will receive Proposals from Proposers interested in acting as a Design Builder (DB) and providing services and performing Work for the development of Project No. 2022-12: Emergency Shelter Upgrades (Project). This procurement is conducted in accordance with model rules adopted by the Attorney General under Oregon Revised Statutes (ORS) 279A.065(3). Work will generally include the provision of updating a commercial office building to a code compliant emergency shelter. Phase One: DB to perform preconstruction services and develop with Owner's input pricing -level design documents and information such that the DB can prepare and provide a Design -Build Proposal to be reviewed and approved by the Owner. Phase One will result in provision of a Guaranteed Maximum Price (GMP) proposal and schedule. Phase Two: If the DB's Proposal prepared in Phase One is approved by the Owner, the DB will complete design, permitting, construction, and post -construction tasks, including operation and maintenance manuals for the building systems and relevant performance testing. Phase Three: The Design Builder will provide a one-year warranty period for improvements executed under this solicitation. Note: Required permitting activities are included in Phase One and Two. Proposals must be physically received by Thursday, April 3, 2025, not later than 2:00 PM local time (main lobby clock), in the City of Ashland Engineering Office located at 51 Winburn Way, Ashland OR 97520 or by mail at 20 E. Main Street, Ashland, OR 97520. Proposers mailing proposals should allow normal delivery time to ensure the timely receipt of their proposals. Any proposal received after the date and time set for receipt of proposals will not be considered and will be returned to the proposer unopened. For further information, contact Scott Fleury PE, Public Works Director at 541/488-5587 or by email at scott.fleury@ashlandoregon.gov Consultant selection is anticipated to result in the issuance of a Progressive Design Build Contract, in a form substantially similar to the one provided in this RFP (see Attachment A — Standard Form of Agreement Between Owner and Design - Builder, AIA Document A141-2014). There will be a MANDATORY pre -proposal conference on March 20, 2025 at 2:00 PM at the Project Site, 2200 Ashland Street, Ashland, OR 97520. Proposal documents may be downloaded from OregonBuys eProcurement System. Any addenda that may be issued, relating to this RFP will be available from OregonBuys and potential proposers are cautioned to continuously monitor the site for updates and addenda. All proposals shall be submitted as set forth in SECTION 4 - Instructions to Proposers. City is not responsible for Proposals submitted in any manner, format, or to any delivery point other than as required by this RFP. RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 4 of 26 Progressive Design Build Procurement City of Ashland Proposals shall be limited to 8 pages and must include the services of a Professional Engineer registered in Oregon. Consultant selection will be based upon weighed criteria as set forth in this RFP and will include criteria including, but not limited to: similar project experiences, general experience, staffing availability, schedule and response time. The City of Ashland reserves the right to cancel this procurement or to reject any and all Proposals in accordance with ORS 27913.100. The Work shall require a 100% Performance Bond and a 100% Payment Bond from the DB. As part of the contract requirements, the successful Proposer will be required to comply with applicable federal, state, and local laws. All construction completed as a part of this Project will be subject to the Bureau of Labor and Industries (BOLI) Prevailing Wage requirements. "Federal funding is being utilized for this project, and therefore compliance with Davis -Bacon Act requirements, including the payment of prevailing wages to laborers and mechanics, will be mandatory." Any change to the wage rates that is made prior to execution of the Design Build (DB) agreement will be in effect for the duration of the Project. The DB agrees to be bound by and will comply with the provisions of ORS 279C.800 through ORS 279C.870. No Proposal for DB services related to this Project shall be received or considered by the Owner unless the Proposer has a current, valid certificate of registration issued by the Construction Contractors Board. The Owner will be the sole judge in determining award of contract and reserves the right to reject any or all Proposals in accordance with ORS 27913.100, including the requirement to demonstrate the proposer's responsibility under ORS 279C.375(3)(b). w ,.fir,....... ........ Scott Fleury, P.E., Public Works Director First date of solicitation: March 4, 2025 RFP for Project No. 2022-12 RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 5 of 26 Progressive Design Build Procurement City of Ashland City of Ashland Department of Public Works Requestfor Proposals / Progressive Design Build Procurement Project No. 2018-34: Public Works Operations Building and Maintenance Yard SECTION 1. BACKGROUND INFORMATION 1.1 Introduction The scope of services consists of complete Design Build services for the construction and design of upgrades to 2200 Ashland Street commercial office building, converting it to an emergency shelter. For the purposes of this RFP the term Design Builder (DB) shall mean the General Contractor and the associated DB team contracted to the General Contractor. The term Project Team shall mean the City of Ashland Project Management team, DB and City staff from Public Works, Facilities Services, and other key internal stakeholders. The DB will work closely with the Project Team to provide code evaluation which will drive the design and construction of improvements to approximately 3,100 SF of commercial office space. The facility is located at 2200 Ashland Street and was previously purchased by the City of Ashland with grant monies to provide shelter services for the community. 1.2 Background The City of Ashland (City) purchased 2200 Ashland Street in 2023 with the intent to operate it under previously accepted grants as a low barrier and inclement weather shelter. The facility is a 3097 square foot commercial office space on 1.2 acres that abuts the Central Oregon and Pacific Railroad. The property is completely fenced with gated access. Reference appendix 1(A) for building floorplan. The facility was partially converted to provide low barrier and inclement weather shelter services. The City was able to provide for this function under the Governor's emergency authorization as the facility itself does not meet critical building code requirements for permanent operation as an inclement weather shelter. The City now intends to improve the facility to meet current building code requirements for operation as an inclement weather shelter. The property is currently zoned C-1 under the City of Ashland zoning regulations. The property has City of Ashland water, sewer and electric service provided to it. SECTION 2. PROJECT OVERVIEW 2.1 Scope of Work The Work will generally include code evaluation and design of upgrades to meet fire code, building code and Americans with Disabilities accommodations of a commercial office building conversion to an emergency shelter. RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 6 of 26 Progressive Design Build Procurement City of Ashland The Roal of the oroiect is to: Renovate and retrofit the building to ensure it meets egress and fire code standards to allow for (in order of priority): • Sleeping throughout the building including the garage area for unhoused population during emergencies and severe weather events • A shower facility to include two full restrooms in the main facility while retaining the current restrooms (family style) to allow for shower services for unhoused and use during emergencies. • A full restroom to include a shower in the garage (family style) for unhoused and use during emergency. • A laundry facility to allow for 2 washers and 2 dryers for unhoused and use during an emergency. 2.2 Project Schedule Design is expected to begin in spring of 2025 and occupancy of the renovated facility is planned to occur by late fall of 2025. This project will be incorporating the principles of Progressive Design Build which includes a Guaranteed Maximum Price and transparency to the bidding process similar to a Construction Manager/General Contractor (CM/GC) contract. Project Schedule will initially be driven by public procurement model rules the Attorney General adopts under ORS 279A.065. The below schedule provides the owner's best estimates of dates and durations. The Owner reserves the right to change the below schedule. EVENT DAILY COUNT (CALENDAR DAYS) DATE Begin RFP Solicitation 0 14 days prior to closing 10 days prior to closing 3 days prior to closing 30 days after RFP release 14 days after closing 21 days after closing 28 days after closing 42 days after closing 1 day after contract execution 60 days after contract execution 3.5 months after GMP/Pricing Amendment March 4, 2025 March 20, 2025 March 24, 2025 March 31, 2025 April 3, 2025 April 17, 2025 April 24, 2025 May 1, 2022 May 20, 2025 May 21, 2025 July 21, 2025 November 1, 2025 Mandatory Pre -Proposal Meeting Questions/Change Requests due to City Last Day for Owner to Post Addendum RFP Closing Date at 2:00 PM Local Time Finalists Selected Optional Interviews (if applicable) Notice of Intent to Award Contract Design Build Agreement Executed Notice to Proceed Date of GMP/Pricing Amendment Project Completion RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 7 of 26 Progressive Design Build Procurement City of Ashland SECTION 3. PROGRESSIVE DESIGN -BUILD SERVICES 3.1 General The DB will provide services in three distinct phases. Phase One will generally consist of preconstruction serves include code evaluation, preliminary engineering, and the design development required for the preparation of a Project Guaranteed Maximum Price (GMP) Proposal and Schedule. Phase Two services, if authorized by Owner in its sole discretion, generally encompass completing the Project's final design and construction. Required permitting activities are included in each of the first two phases. Phase Three is a 1-year warranty period following construction. Phase One Services — DB's Proposal: Article 4 of the Sample AIA A141 Contract (APPENDIX 3) provides the scope of work to be included in Phase One resulting in the DB's Proposal, including without limitation: • Perform a code review o Identify Occupancy types as described in Chapter 3 of the OSSC (Oregon Structural Specialty Code) o Identify separated or non -separated uses as defined in 508 OSSC. This is a code path option that the design professional (architect) will choose to direct the design. o Identify construction types as defined in Chapter 6 of the OSSC (Oregon Structural Specialty Code) o Provide occupancy load factors and calculations based on proposed use of each space. Occupancy load factors are specified in 1004.5 of the OSSC. o Identify accessibility requirements for the removal of architectural barrier as identified in ORS 447.241. This is factored based on qualifying factors of the valuation of the project and 25% of the qualifying valuations are required to be spent on accessible upgrades starting with accessible routes from public sidewalks and parking. We have form available that will assist the design professional in calculating this accurately, and identify how the requirement is being met. o Identify sprinkler requirements based on occupancy and use as scoped in 903 OSSC. o Identify Fire alarm, smoke and carbon monoxide detection requirements scoped in 907 OSSC. o Identify Plumbing fixture requirements based on Chapter 29 OSSC determined by occupancy use and occupant loads. o Identify fire partition requirements scoped in 420 and 708 OSSC. o Identify Exiting requirements based on travel distance, and occupant loads. o Show that qualifying exits meet the minimum separation requirements outlined in 1007 OSSC. o Provide Exit signs as required by 1013 OSSC. o Provide Emergency Egress lighting as required by 1008.3 o Identify Common Path, Exit Access Travel Distances are within the minimum requirements are met as identified in 1006 and 1017 OSSC. o Show how accessibility for newly provided features meet the requirements scoped in Chapter 11 of the OSSC and the ICC A117.1-2017. RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 8 of 26 Progressive Design Build Procurement City of Ashland o Identify existing water supply and sewer pipe sizes to verify they can handle the minimum demands placed on them. Chapter 6 and 7 of the OPSC (Oregon Plumbing Specialty Code) addresses these requirements. • Develop a Preliminary Design to be approved by the Owner following outcomes of code review. • Prepare a draft Phase Two Project Schedule including interim design and cost estimate milestones and review with City. • Perform additional due diligence inquiries as appropriate to refine the Preliminary Design and associated cost estimate. • Identify Project permitting requirements. • Develop Preliminary Design, schedule and cost estimating documents and include the supporting design documentation and open -book cost information utilized for the DB's Proposal from conception to completion. • Participate in regular meetings with City. Phase Two Services described as "Work Following Execution of the Design -Build Amendment" in Article 5 of the Sample AIA A141 Contract (APPENDIX 3) including but not limited to: • Coordinate regular Phase Two meetings with City and City's consultants. • Prepare permit construction drawings and 90% specifications for City review and approval prior to submittal. • Complete all construction documents. • Procure equipment and subcontractors to construct the building per approved plans. • Secure all necessary permits. • Construct the Project. • Conduct startup and performance testing as required. • Provide warranty coverage. • Prepare any O&M Manuals. • Accommodate Owner access and site visits during the course of construction as requested. 3.2 Roles and Responsibilities Owner: City will cooperate with DB and will fulfill its responsibilities in a timely manner to facilitate the DB's timely and efficient performance of services. City responsibilities include: • Review submissions and provide timely comments to DB. • Provide information and provide (or engage DB to perform) additional studies that may be necessary to complete the Project. • Provide funding consistent with approved Guaranteed Maximum Price. • Provide access to the Project site and any necessary easements. RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 9 of 26 Progressive Design Build Procurement City of Ashland • Provide City personnel and necessary data and inputs for Project startup and performance testing. DB:The DB will cooperate with the Owner and will provide in a timely manner the Phase One and Phase Two services necessary to complete the Project scope specified in this RFP. DB responsibilities include: • Obtain all required land use and building permits required for construction and occupancy. • Prepare design and construction documents. • Procure Project subcontractors and vendors. • Supervise subcontractors and DB personnel. • Maintain site security. • Conduct any performance testing. • Implement quality -management procedures. • Complete startup and commissioning. • Respond to owner as needed during the one-year workmanship warranty period to ensure systems and products are performing as expected. SECTION 4. INSTRUCTIONS TO PROPOSERS This section contains administrative and procedural information and instructions for preparation and submittal of the Proposal. All proposals and contracts are subject to the provision and requirements of Oregon Revised Statutes, Sections 279A and 27913. Engineering contracts are further subject to 279C and City of Ashland Municipal Code Section 2.50. 4.1 Definitions For the purpose of this RFP: "City" or "Owner" means City of Ashland. "Business days" means calendar days, excluding Saturdays, Sundays and all City recognized holidays. "Calendar days" or "days" means any day appearing on the calendar, whether a weekday, weekend day, national holiday, State holiday or other day. "Council" means City of Ashland Council "Design Builder" or "DB" means the General Contractor and the associated DB team contracted to the General Contractor "Department" means the City of Ashland Engineering Department "Manager" means the City of Ashland Project Manager RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 10 of 26 Progressive Design Build Procurement City of Ashland "Project Management Team" means the City of Ashland Project Management team, DB and City staff from Public Works, Facilities Services, and other key internal stakeholders "Proposers"- All firms submitting Proposals are referred to as Proposers in this document; after negotiations, an awarded Proposer will be designated as "Consultant". "Qualifications Based Selection" or "QBS" means evaluations and scoring of proposals based on qualifications, experiences and project approach, without considering cost. "RFP" means Request for Proposal. "RFQ" means Request for Qualifications. "Scope of Work" means the general character and range of services and supplies needed to complete the work's purpose and objectives, and an overview of the performance outcomes expected by Owner. "Services" means the services to be performed under the Contract by the Consultant. "Statement of Work" means the specific provision in the final Contract which sets forth and defines in detail (within the identified Scope of Work) the agreed -upon objectives, expectations, performance standards, services, deliverables, schedule for delivery and other obligations. 4.2 Information of Record This Request for Proposal (RFP) will be distributed through the OregonBuys eProcurement System. All updates, addenda, and related communications will be published through OregonBuys. All prospective proposers are advised to continuously monitor the website for information regarding this proposal. It is the sole responsibility of the proposer to check the website on a timely basis, however City may, as a courtesy, elect to email copies of addenda or notices to registered proposers, but doing so does not remove the proposer's responsibility for checking the website for critical information regarding the proposal. 4.3 Qualifications Requirements Each Proposer shall respond to the Proposal requirements as presented in SECTION 5, Proposal Submittal Requirements, of this RFP. Proposals received without the required information may be rejected as being non -responsive. The Owner shall have the right to disqualify any Proposal as a result of the information gathered in its research. 4.4 State License Requirements for Contractors, Architects, Engineers In compliance with ORS 671.530, no proposal for a construction contract shall be received or considered by the public contracting agency unless the Proposer is registered with the Construction Contractors Board or licensed by the State Landscape Contractors Board. In addition, the Prime Architect providing RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 11 of 26 Progressive Design Build Procurement City of Ashland architecture or engineering services shall be licensed as required and applicable under ORS 671.020, ORS 671.030, ORS 672.020, and ORS 672.060. 4.5 Questions, Clarifications and Requested Changes All inquiries, whether relating to the RFP process, administration, deadline or award, or to the intent or technical aspects of the services, must be submitted in writing to City's Project Manager listed in the advertisement for this Proposal, at 20 East Main Street, Ashland, Oregon 97520. All questions must be received not later than ten (10) calendar days prior to the proposal submission deadline. Any person who contemplates submitting a Proposal in response to this RFP and who finds discrepancies in, or omissions from, or is in doubt as to the true meaning of any part of the RFP document must submit to City's Project Manager a written request for a clarification or interpretation thereof not later than ten (10) calendar days prior to the proposal submission deadline. Explanations, clarifications or interpretations of the Proposal documents will be made only by written notification. The Owner is not responsible for any explanation, clarification, or interpretation given in any manner except by written notification. Answers to questions received by City, which are deemed by City to be substantive, will be issued as official addenda to this RFP to ensure that all proposers base their proposals on the same information. When appropriate, as determined by City in its sole discretions, revisions, substitution, or clarification of the RFP or attached terms and conditions, an official addendum to this RFP will be issued. Proposer shall indicate receipt of all issued addenda by indicating the number of addenda received on the Proposal Form. Any addendum or addenda issued by City which may include changes, corrections, additions, interpretations, or information, and issued seventy-two (72) hours or more before the scheduled closing time for submission of bids, Saturday, Sunday, and legal holidays not included, shall be binding upon the proposer. City may elect to email addendum to registered proposers but will do so as a courtesy only. All official addendums will be issued through OregonBuys, and it shall be the proposer's sole responsibility to acquire any and all addendum pertaining to RFP. The proposer is strongly cautioned to monitor this site on a continual basis. 4.6 Protest of Solicitation Document and Procurement Process A prospective Proposer may protest the procurement process or the solicitation document for a contract. A prospective Proposer must provide a written protest no later than ten (10) calendar days prior to the advertised proposal closing date. The protest must indicate (a) a detailed statement of the legal and factual grounds for the protest; (b) the reasons for the disagreement through a written protest; and (c) a statement of the desired changes to the procurement process or the solicitation document that the prospective Proposer believes will remedy the conditions upon which the prospective Proposer based its protest. All protests shall be mailed or otherwise delivered to City marked as follows: PROPOSAL PROTEST Project No. 2022-12 ATTN: City of Ashland Public Works Director RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 12 of 26 Progressive Design Build Procurement City of Ashland 20 East Main St Ashland, OR 97520 City Response: City may reject without consideration a proposer's protest after the deadline established for submitting protest. City shall provide notice to the applicable proposer if it entirely rejects a protest. If City agrees with the proposer's protest, in whole or in part, City shall either issue an addendum reflecting its determination or cancel the solicitation. Extension of Closing: If City receives a written protest from a proposer in accordance with this rule, City may extend closing if City determines an extension necessary to consider the protest and to issue addenda, if any, to the solicitation of document. Judicial review of City's decision relating to a specification protest shall be in accordance with ORS. 27913.405. 4.7 Addenda A copy of any written clarification or interpretation and of each addendum will be posted on OregonBuys. Any addendum so issued is to be considered a part of the RFP document. The Owner is not responsible for any change or approval made or given in any manner except by addenda. Addenda, if necessary, will be issued not later than five (5) business days prior to the RFP closing date. Addenda shall be signed by the same individual that signs the Proposal and SHALL BE SUBMITTED with the Proposal or as otherwise directed by instructions printed on the addenda. Proposals received without properly signed addenda may be considered non -responsive. Acknowledgement of receipt of all issued addenda on Proposal Form (required) also satisfies this requirement. 4.8 Protests of Addenda A prospective Proposer may submit a written protest to an addendum within 48 hours by the close of City's next business day after issuance of the addendum. The written protest shall (1) Sufficiently identify the addendum being protested; (2) Identify the specific grounds that demonstrate how the addenda is contrary to law, unnecessarily restrictive, legally flawed or improperly specifies a brand name; (3) Include evidence or supporting documentation that supports the grounds on which the protest is based; (4) Identify the relief sought; and (5) Include a statement of the desired changes to the addendum that the prospective Proposer believes will remedy the conditions upon which the bidder based its protest. The Owner will not consider a protest to matters not added or modified by the protested addendum. All protests shall be mailed or otherwise delivered to City as described in Section 4.6. 4.9 Conformance to Solicitation Requirements Proposals shall conform to the requirements of the Request for Proposals. All necessary attachments shall be submitted with the proposal and in the required format. Failure to comply with all requirements may result in proposal rejection. RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 13 of 26 Progressive Design Build Procurement City of Ashland 4.10 Economy of Proposal Preparation Proposals should be prepared simply and economically, by providing a straightforward, concise description of the Proposer's capabilities related to specified elements units or services. Proposals should not include any information not specifically identified or specified as a required response. 4.11 Execution of the Proposal Proposals shall be signed in ink by an authorized representative of the Proposer. Signature on a proposal certifies that the proposal is made without connection with any person, firm or corporation making a proposal for the same goods and/or services and is in all respects fair and made without collusion or fraud. Signature on a proposal also certifies that the Proposer has read, fully understands and agrees with all solicitation requirements, terms and conditions. No consideration will be given to any claim resulting from proposing without fully comprehending all requirements of the Request for Proposals. 4.12 Submission of Proposal Proposals may be mailed on hand -delivered to the addresses shown on the cover page and advertisement of this RFP. No oral, telegraphic, facsimile, or email proposals will be accepted. Proposals will be received until the date and time identified on the cover page and advertisement of this RFP. No late proposals will be accepted. Note: Proposal format and required content are addressed in SECTION 5 of this RFP. 4.13 Modification of Proposal Modifications or erasures made before proposal submission shall be initialed in ink by the person signing the proposal. Proposals, once submitted, may be modified in writing before the time and date set for proposal closing. Any modification shall be prepared on company letterhead, shall be signed by an authorized representative, and shall state that the new document supersedes or modifies prior proposal submissions and any other prior proposal modifications. Proposal modifications shall be submitted in a sealed envelope clearly marked "Proposal Modification," identifying the RFP number and closing date and time. Proposers may not modify proposals after proposal closing date and time. 4.14 Withdrawal of Proposal Proposer(s) may withdraw their Proposal, by written notice submitted on the Proposer's letterhead, signed by the Proposer's authorized representative, delivered to the Project Manager. To be effective, the withdrawal must be received prior to closing of the RFP. The Proposer or Proposer's authorized representative may withdraw their Proposal by appearing in person before the Project Manager prior to closing, with presentation of appropriate identification and evidence of authority to make the withdrawal satisfactory to the Project Manager. RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 14 of 26 Progressive Design Build Procurement City of Ashland 4.15 Acceptance of Proposal Content The contents of the Proposal of the successful Proposer(s) will become contractual obligations if acceptance action ensues. Failure of the successful Proposer(s) to accept these obligations in a contract may result in cancellation of the award. 4.16 Incurred Costs Neither the Owner, nor its officers, agents, or employees are liable for any cost incurred by Proposer(s) prior to issuance of an agreement, contract, or purchase order. All prospective Proposer(s) who respond to this RFP do so solely at the Proposer's cost and expense. 4.17 Public Records and Confidentiality of Proposal By submitting a Proposal, the Proposer(s) acknowledges that information submitted in response to this RFP is open to public inspection under the Oregon Public Records Law, ORS 192.311 through 192.513. The Proposer(s) are responsible for becoming familiar with and understanding the provisions of the Public Records Law. 4.18 Discrimination in Subcontracting Prohibited Proposer agrees to actively engage with, create a bidding environment that encourages participation in, and not to discriminate against disadvantaged business enterprises, a minority -owned business, a woman -owned business, a business that a service -disabled veteran owns or an emerging small business certified under ORS 200.055 in awarding subcontracts as required by ORS 279A.110. 4.19 Access to Records The Successful Proposer shall maintain and City and its authorized representatives shall have access to all books, documents, papers and records of Proposer which relate to this contract for the purpose of making audit, examination, excerpts, and transcripts for a period of three (3) years after final payment. Copies of applicable records shall be made available upon request. Payment for cost of copies is reimbursable by City. 4.20 Right to Modify Process The Owner reserves the right to modify the selection process or other aspects of this RFP process at its sole discretion. Any modification or clarification to the RFP shall be posted on OregonBuys. 4.21 Disputes In case of any doubt or differences of opinions as to the items or service to be furnished hereunder, or the interpretation of the provisions of the RFP, the decision of the Owner shall be final and binding upon all parties. RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 15 of 26 Progressive Design Build Procurement City of Ashland 4.22 Resident Proposer The Owner shall, pursuant to ORS 279A.120, for the purposes of awarding the contract, add a percent increase on the proposal of a nonresident proposer equal to the percent, if any, of the preference given to that proposer in the state in which the proposer resides. "Resident proposer" means a proposer that has paid unemployment taxes or income taxes in this state during the 12 calendar months immediately preceding submission of the proposal, has a business address in this state and has stated in the proposal whether the proposer is a "resident proposer". SECTION S. PROPOSAL SUBMITTAL REQUIREMENTS 5.1 Format of Proposals Proposals should be prepared simply and economically and should provide a straight -forward, concise description of the Proposer's ability to satisfy the requirements of this RFP. The Owner shall not be liable for any expense incurred in the preparation of Proposals. A. Page Size: Submit on 8.5x11-inch paper with basic text and graphic information. Simple, succinct, and clear responses are preferred. Value is given to short and complete responses vs. long or cumbersome responses. B. Page Limitation: The Proposal must not exceed eight (8) total pages single sided, excluding, as applicable, a cover letter, front and back covers, index or table of contents, title pages/separation tabs, and/or appendices. Evaluation is based on completeness and quality vs. length of responses. C. Number of Copies: One (1) original wet -signed proposal, three (3) hard copies, and (1) electronic copy on a USB drive. 5.2 Required Content Proposals shall include the following content in the order identified below: A. Response to all Evaluation Criteria listed in Section 5.3, in the order presented below. B. Proposal Appendix A: Resumes for all Key Personnel that support their relevant experience. Each resume should not exceed one (1) page. C. Proposal Appendix B: A completed, signed Proposal Form. A blank copy of the Proposal Form is provided in RFP APPENDIX 2. D. Proposal Appendix C: A completed, signed Independent Contractor Certification Form. A blank copy of the Independent Contractor Certification Form is provided in RFP APPENDIX 2. 5.3 Evaluation Criteria Written proposals will be evaluated and scored, and a contract may be awarded based upon the proposer's qualifications and experience as described below: RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 16 of 26 Progressive Design Build Procurement City of Ashland 5.3.1 Project Approach (Maximum Score: 30 Points) Provide a conceptual description of the Proposer's approach for managing and performing its services during Phase One and Phase Two of the Project. At a minimum, the following items should be addressed: A. Discuss how a collaborative relationship with the Owner will be established for Phase One. B. Describe the process and schedule for the design phase, developing the DB's Proposal, permitting, procurement, construction, and closeout processes. C. Explain how you will approach cost estimating, value engineering, and construction to complete the Project within the established budget. D. Describe your company's quality control program and describe how it will be implemented in this Project. E. City's stated project budget is $800,000. Identify whether the Proposer considers this to be an achievable budget given the scope of DB services and program and schedule identified in this RFP. Describe any program or schedule changes the Proposer would recommend City consider achieving the desired services within the DB Budget. 5.3.2 Design -Build Team and Key Personnel (Maximum Score: 20 Points) A. Describe the composition and organization of the proposed DB team, including DB (Contractor and Architect), and other subcontractors and subconsultants that will be substantially involved in this project. Concisely indicate the roles and responsibilities of each proposed member of the DB team. B. Provide a list of the Key Personnel proposed for this project. Clearly identify their proposed roles. Include Key Personnel's relevant experience, with specific examples from similar projects. Submit resumes in Appendix A of your proposal that support the relevant experience of each Key Personnel. 5.3.3 Project Experience (Maximum Score: 30 Points) Describe the Proposer' experience with up to three (3) projects of comparative size and complexity over the last five (5) years. Municipal projects located in Oregon are preferred. At a minimum, provide the following information: A. Concise description of the project, including location, completion date, and final project budget B. Indicate whether the project was completed on time and on budget or needed to be revised. Briefly explain the reasons for revisions, and any actions that were taken to bring the project back on schedule and withing budget. C. Name of Owner, Owner's contact, and current phone number and/or email RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 17 of 26 Progressive Design Build Procurement City of Ashland D. Indicate which Key Personnel from the proposed DB team, if any, worked on each of the reference projects (including their roles). These team members should be included in the Key Persons list submitted in 5.3.1, above. 5.3.4 Design Fee Proposal (Maximum Score: 20 Points) Provide a Fee Proposal for Phase One services on a time and materials cost reimbursement basis up to a maximum not -to -exceed amount. Indicate a breakdown of the costs including a listing of the types of personnel performing the work, an estimate of their hours and rates charged for their services. Scoring will be based solely on the total maximum not -to -exceed amount. The Fee Proposal should NOT include reimbursable expenses. A list of reimbursable expenses, and the method of payment of such expenses, is addressed in §2.1.3 of the Contract Form (see APPENDIX 3). The Fee Proposal will become the initial contract amount for the awardee with Construct Phase Services being added via a Pricing Amendment if/when applicable. Note: Formula for scoring Fee Points will be as follows: Lowest Fee will receive full points. Higher proposed fees will receive proportionally lower points according to this formula: (Low Fee/Fee) x Points Available. 5.3.5 Termination for Default (Pass or Fail) Indicate whether the Proposer has had a contract terminated for default in the last five years. Termination for default is defined as notice to stop performance that was delivered to the Proposer due to the Proposer's non-performance or poor performance and the issue of performance was either (a) not litigated due to inaction on the part of the Proposer, or (b) litigated and determined that the Proposer was in default. NOTE: If a Proposer has had a contract terminated for default in this period, submit full details including the other party's name, address and phone number. City will evaluate the facts and may, at its sole discretion, reject the proposal on the grounds of past performance. SECTION 6. EVALUATION PROCESS & DB SELECTION Proposals will be reviewed and evaluated by an evaluation committee of reviewers consisting of at least three City employees. The total number of points possible for written proposals is 100 and an additional 100 points may be scored through the interview process if the interview is initiated. 6.1 Review and Acknowledgment of Defective Proposals Due to limited resources, City generally will not completely review or analyze Proposals, that on their faces, fail to comply with the minimum mandatory requirements of this RFP, nor will City generally investigate the references or qualifications of such Proposals. Therefore, City will not acknowledge RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 18 of 26 Progressive Design Build Procurement City of Ashland whether or not an unsuccessful Proposal was complete, responsive, responsible, sufficient, or lawful in any respect. This is a public solicitation, the processes and procedures which are established and required by Oregon law and City adopted rules. Proposers are advised to strictly follow the process, procedures, and requirements as set forth in this RFP and not anticipate or rely on any opportunity to negotiate, beyond such limitations that are identified herein. 6.2 Right of Rejection Proposers must comply with all terms of this RFP, and all applicable local, state, and federal laws, administrative rules, and regulations. City may reject any Proposal that does not comply with all of the material and substantial terms, conditions, and performance requirements of this RFP. Proposers may not qualify the proposal nor restrict the rights of City. If a Proposer does so, City may determine the Proposal to be a non -responsive counteroffer, and the Proposal may be rejected. • Minor informalities that may be waived include those that: • do not affect responsiveness, • are merely a matter of form or format, • do not change the relative standing or otherwise prejudice other offers, • are trivial, negligible, or immaterial in nature, • do not reflect a material change in the work, or, • do not constitute a substantial reservation against a requirement or provision, City reserves the right to refrain from making an award if City determines that to be in its best interest. Note: A Proposal from a debarred or suspended Proposer shall be rejected. 6.3 References City reserves the right to investigate any and all references and the past performance information provided in the proposal with respect to Respondent's successful performance of similar projects, compliance with specifications and contractual obligations, completion or delivery of a project on a schedule, and lawful payment of employees and workers. City reserves the right to check any and all sources for information and to include sources for information and to include sources other than the references provided in the Proposer's proposal. City may consider information available from any such source including government bodies and regulatory authorities in evaluating respondents. 6.4 Responsibility City reserves the right to investigate and evaluate, at any time prior to award and execution of the Contract, the apparent successful Proposer's responsibility for performing the Contract. Submission of a signed proposal shall constitute approval for City to obtain any information City deems necessary to conduct evaluation. City reserves the right to request additional information or documentation from the successful Proposer prior to award of contract. Such information may include, but is not limited to, RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 19 of 26 Progressive Design Build Procurement City of Ashland current and recent balance sheets, income statements, cash flow statements, or a performance bond from an acceptable surety. Failure to provide this information will result in rescission of City's Intent to Award. City may postpone the award of Contract after announcement of the apparent successful Proposer in order to complete its investigation and evaluation. Failure of the apparent successful Proposer to demonstrate responsibility shall render the Proposer non -responsible and shall constitute grounds for rejection of the proposal. 6.5 Clarification of Response City reserves the right to request clarification of any item in any proposal, or to request additional information necessary to properly evaluate a particular proposal. All request for clarification and responses shall be in writing. During the evaluation of Proposals, Proposers must respond to any request for clarification from the Evaluation Committee within 24 hours of request (Monday through Friday). Inability of the Evaluation Committee to reach a Proposer for clarification and/or failure of a Proposer to respond within the time stated may result in rejection of the Proposer's Proposal. 6.6 Interviews The outcome of the proposal evaluations may result in placement on an interview (short-listed) with time and date of the interview. Should City elect to hold interviews, the total additional points possible for the interview will be 100. City may invite the two highest -ranked firms to interview. The Firm's Key Personnel, as identified by City shall be prepared to attend the interview within five (5) business days of notification by City and shall be prepared to answer questions provided with the Interview Invite letter, and questions that will be provided at the time of the interview and discuss the Firm's proposed project approach. 6.7 Finalist Selection The firm with the highest total score as a result of written proposal scoring and interview scoring, if conducted, will be considered the Finalist, and all other firms will be ranked according to next highest score, etc. 6.8 Ties among Proposers If City determines after the ranking of potential firms, that two or more of them are equally qualified to be the Finalist, City may select a candidate through any process that City believes will result in the best value for taking into account the scope, complexity and nature of the Work. The process shall instill public confidence through ethical and fair dealing, honesty and good faith on the part of City and Proposers and shall protect the integrity of the public contracting process. As part of the procedure for choosing the Finalist between two or more equally qualified candidates, City may elect to give a preference to a local consulting firm. RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 20 of 26 Progressive Design Build Procurement City of Ashland 6.9 Notice of Intent to Award All responsive and evaluated Proposers to the formal RFP will be notified of Owner's intent to award contracts not less than seven days prior to award. The Owner will issue a Notice of Intent to Award based on the results of its evaluation process. The Notice of Intent to Award contracts will be directed to the person who has signed the Proposal on behalf of the Proposer(s). 6.10 Contract Negotiation City will conduct direct negotiations with the Finalist to finalize the Contract for Phase One Servicers. If City and Finalist are unable for any reason to reach agreement on a Contract within a reasonable amount of time City shall, either orally or in writing, formally terminate negotiations with the Finalist. City may thereafter negotiate with the second ranked Proposer, and if necessary, with the third ranked Proposer, and so on, until negotiations result in a Contract. If negotiations with any Proposer do not result in a Contract within a reasonable amount of time, as determined solely by City, City may end the particular formal solicitation. Nothing in the rule precludes City from proceeding with a new formal solicitation for the same Work described in the RFP that failed to result in a Contract. 6.11 Protest Procedures A Proposer may protest the award of contracts or the intent to award such contracts, whichever occurs first, if the Proposer claims to have been adversely affected or aggrieved by the selection of a Proposer. A Proposer submitting a protest must claim that the protesting Proposer is the highest ranked Proposer because the Proposals of all higher ranked Proposers failed to meet the requirements of the RFP or because the highest ranked Proposers otherwise are not qualified to perform the services described in the RFP. Proposers protesting award shall follow the procedures described herein. Protests that do not follow these procedures shall not be considered. This protest procedure constitutes the sole administrative remedy available to Proposers. A. Protests must be received within seven (7) days after issuance of the notice of intent to award the Contract. City will not consider late protests. B. All protests must be in writing, signed by the protesting party or an authorized Agent. The protest must state all facts and arguments on which the protesting party is basing the protest. C. Only protests stipulating an issue if fact concerning a matter of bias, discrimination or conflict of interest, non-compliance with procedures described in the procurement documents, or City policy shall be considered. Protests based on procedural matters will not be considered. D. City's Public Works Director will review the protest and will email and mail the protesting party a written response within three (3) business days of receipt of the written protest to the email and address provided in the written protest. Any written response may be comprised of a determination of the protest, a notice to the protesting party of the need for additional time in which to evaluate the matter, or other notice to the protesting party. E. If the Public Works Director's determination (response) is adverse to the protester, any further appeal of the Public Works Director's determination by the party must be submitted in writing RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 21 of 26 Progressive Design Build Procurement City of Ashland to the City Manager within three (3) business days of issuance of the Public Works Director's determination (response). F. The City Manager will review any appeal of the Public Works Director's determination and shall email and mail, to the email and address provided in the protest, the City Manager's written determination within three (3) business days of receipt of the written appeal. G. If the determination of the City Manager is adverse to the protesting party's interest, the protesting party may only appeal to the Ashland Municipal Court by filing a written notice of appeal to the Municipal Court within two (2) business days of issuance of the City Manager's written determination. H. The Municipal Judge in considering the protest, shall review the documentation presented to the Public Works Director and the City Manager in a timely manner and thereafter, base their decision on such material. Judicial review will be limited to the evaluation of compliance with City's policies and procedures, requirements of the RFP and the equal and fair application of City's public contracting rules. The Municipal Judge's's determination shall be the City's final decision. An adversely affected or aggrieved proposer must exhaust all avenues of administrative review procedures and relief before seeking judicial review of City's Consultant selection or Award of Contract decision. 6.12 Notice to Proceed The Finalist shall be given fourteen (14) calendar days to execute the contract and return it to the Owner. Contractual Work may not begin until the Notice to Proceed has been issued. The Notice to Proceed will be issued after execution of the contracts by the Owner. The Notice to Proceed will authorize commencement of the Work based on the contract SECTION 7. CONTRACT 7.1 Contract Form The Finalist selected by the City will be expected to enter into a written contract in substantially similar form to the one attached to this RFP in APPENDIX 3. The Finalist's Proposal, by means of an executed Proposal Form, indicates acceptance of the City's contract provision. Suggested reasonable alternatives that do not substantially impair City's rights under the contract may be submitted during contract negotiations. Unconditional refusal to accept the contract provisions will result in proposal rejection. A Proposer may not condition its Proposal on execution of any Agreement it submits. Any such condition shall result in rejection of the Proposal. 7.2 Order of Precedence In the event of conflicts, inconsistencies, discrepancies or ambiguities between or among the Contract Documents, interpretations shall be based on the following order of precedence: RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 22 of 26 Progressive Design Build Procurement City of Ashland A. Modifications of the contract with those of a later date having precedence over those of an earlier date. B. AIA A141-2014 Standard Form of Agreement between Owner and Contractor as modified. C. The City of Ashland Request for Proposals with Addenda. D. Design Builder Proposal 7.3 Contract Payments Contingent upon City's need, consultant's performance and availability of approved funding, City reserves the right to amend the contract (within the scope of the project described in this RFP) for additional tasks, project phases and compensation as necessary to complete a particular project. Proposers are advised that the award and potential dollar amount of the contract under this RFP will be contingent upon approval by the Ashland City Council acting as the Local Contract Review Board. Payment will be made for completion of, or acceptable monthly progress on, tasks and deliverables in conformance with contract requirements and applicable standards. The method of compensation will be determined by the City and may be based upon any one or combination of the following methods: • Cost plus fixed -fee, up to a maximum NTE amount • Fixed price for all services. Fixed price per deliverable. Fixed price per milestone • Time and materials, up to a maximum NTE amount (City preferred method) • Price per unit P.T. . aV- Once the construction work scope and budget are included in the contract and authorized by the Owner to be performed by the DB, the DB must provide a performance bond and payment bond each in the full amount of the GMP. The DB shall utilize the performance and payment bond forms, attached to the Insurance and Bonding Exhibit of the Sample AIA 141 Contract Form in APPENDIX 3. In the event an amendment to the DB contract is made so that the GMP must be increased, the performance bond and the payment bond must each be increased in an amount equal to the increased GMP. The Owner will not pay any amount that exceeds the GMP specified in the contract unless the amount results from material changes to the scope of work set forth in the contract and parties to the contract agree in writing to the material changes. The DB shall have a public works bond filed with the Construction Contractors Board prior to starting work on the project, in accordance with ORS 279C.836. Additionally, the DB shall include in every subcontract a provision requiring the subcontractor to have a public works bond filed with the Construction Contractors Board before starting work, in accordance with ORS 279C.836. 7.5 Wage Requirements and Labor Standards The project will be partially funded using Community Block Development Grant funds and is therefore subject to specific wage and labor standards. RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 23 of 26 Progressive Design Build Procurement City of Ashland Debarred, Suspended or Ineligible Contractors, Subrecipient or Officers The contractor agrees to comply with the applicable provisions of 24 CFR 570.609 regarding the Debarred, Suspended or Ineligible Contractors or Contractors. The Contractor shall not use CDBG funds to employ directly or indirectly, award contracts to, or otherwise engage the services of, of fund any contractor or contractor during any period of debarment, suspension, or placement in ineligibility status under the provisions of 24 CFR part 24. The Contractor shall not have officers or board members that are debarred, suspended or ineligible to work on projects using federal funds. Labor Standards The Contractor agrees to comply with the applicable provisions of the Davis -Bacon Act, the Contract Work Hours and Safety Standards Act (CWHSSA), the Copeland Act and the Fair Labor Standards Act covered under the regulations in 29 CFR Parts 1,3,5,E and 7. The Contractor shall pay all laborers and mechanics employed by contractor or subcontractors on construction work financed in whole or in part with CDBG funds wage rates not less than those prevailing on similar construction in the locality as determined by the Secretary of Labor in accordance with the Davis -Bacon Act. The Contract Work Hours and Safety Standards also apply. However, these requirements apply to the rehabilitation of residential property only if such property contains not less than 8 units. Davis Bacon and Related Act Checklist is attached as APPENDIX 4. sa Gov - This website provides a single location for federal contracting officers to use in obtaining appropriate Service Contract Act (SCA) and Davis -Bacon Act (DBA) wage determinations (WDs) for each official contract action. The website is available to the general public as well. Guidance in selecting WDs from this website is provided in the tt s Lsa . ov/content/ home Learning Center. 7.6 Ashland Living Wage Requirements For job classifications not covered by Prevailing Wage requirements, DB must comply with Chapter 3.12 of the Ashland Municipal Code by paying at least the living wage as established by the City of Ashland on June 30, 2024 ($18.92 per hour). Additional details on the Ashland Living Wage, including applicability, are provided in APPENDIX 4. 7.7 Insurance Requirements Contactor shall at its own expense provide the following insurance: a. Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers. b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 for each claim, incident or occurrence. This is to cover damages caused by error, omission or negligent acts related to the professional services to be provided under this contract. c. General Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 for each occurrence for bodily injury and property damage. It shall include contractual liability coverage for the indemnity provided under this contract. RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 24 of 26 Progressive Design Build Procurement City of Ashland d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 for each accident for bodily injury and property damage, including coverage for owned, hired or non -owned vehicles, as applicable. e. Notice of Cancellation or Change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days' written notice from the contractor or its insurer(s) to the City. Additional Insured/Certificates of Insurance. Contractor shall name the City of Ashland, Oregon, and its elected officials, officers and employees as additional insurers on any insurance policies required herein but only with respect to contractor's services to be provided under this contract. As evidence of the insurance coverage required by this contract, the contractor shall furnish acceptable insurance certificates and endorsements prior to commencing work under this contact. The certificate will specify all of the parties who are additional insures. The consultant's insurance is primary and non-contributory. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies; trust agreements, etc. shall be provided to the City. The contractor shall be financially responsible for all pertinent deductibles, self -insured retention and/or self-insurance. 7.8 Business License Required The selected proposer must have or acquire a current City of Ashland business license prior to conducting any work under this contact. 7.9 Laws and Regulations The proposer is assumed to be familiar with all Federal, State, County or City laws or regulations, which in any manner affect those engaged or employed in the work or the materials or equipment used or which in any way affect the conduct of the work, and no pleas of misunderstanding will be considered on account of ignorance thereof. If the proposer shall discover any provision in these specifications or project information, plans or contract documents which is contrary to or inconsistent with any law or regulations, they shall report it to the City of Ashland in writing. All work performed by the successful proposer shall be in compliance with all Federal, State, County and local laws, regulations and ordinances. Unless otherwise specified, the successful proposer shall be responsible for applying for applicable permits and licenses. — End of RFP — RFP 2022-12 2200 Ashland Street Shelter Improvement Project Page 25 of 26 Progressive Design Build Procurement City of Ashland APPENDIX 1. BACKGROUND DOCUMENTS A. Facility Floor Plan APPENDIX 2. REQUIRED ATTACHMENTS TO PROPOSAL Proposal Form Independent Contractor Certification APPENDIX 3. DRAFT AIA A141 CONTRACT FORM AIA A141 Standard Form of Agreement between Owner and Design Builder Exhibit A — AIA A141 Design -Build Amendment Exhibit B — AIA A141 Insurance and Bonds APPENDIX 4. CURRENT WAGE REQUIREMENTS FOR PUBLIC IMPROVEMENT CONTRACTS A. BOLI Wage Rates Information B. City of Ashland Living Wage RFP 2018-34 Public Works Operations Building and Maintenance Yard Appendices ADDENDUM NO. 1 TO THE INVITATION TO BID DOCUMENTS FOR PROJECT NO.2022-12 EMERGENCY SHELTER UPGRADES This addendum issued this 27" day of March 2025 affects the invitation to bid documents for the above - referenced project and shall be deemed an integral part of the above referenced documents. The project description, meetings, and evaluation criteria are changed by this Addendum as follows: None Questions, answers and clarifications specific to the mandatory pre -bid meeting held on March 20, 2025 at 2:00 PM onsite are contained within this section. Page 4 of 26 of the RFP notes that'permitting activities are included in Phase One and Two.' Could you please clarify what permitting activities are expected to be part of Phase 1? Looking at page 8, is there anything beyond performing a code review & identifying the permitting requirements that would be considered permitting activities? Answer: Permitting as used is meant to provide flexibility to the City and selected team in coniunction with phase 1 and phase 2 in order to meet the proiect schedule. Permitting could include building permits and right of way/utility coordination in order to facilitate the construction phase. Selected team to coordinate with City during phase 1 on permitting needs formally identified in order to maintain tight proiect schedule. 2. Page 10 of 26 of the RFP lists that the DB shall 'obtain all required land use permits.' Given that the proposed scope of the project does not alter the building size or facade, it is our understanding that there would be no requirement for a land use review. Please clarify. Answer: The City's general assumption is their would be no land use permitting required for improvements considered as part of this solicitation, but has left this option available in case more funds become available to increase proiect scope to include expansion and potential stand-alone structures for various uses associated with an emergency shelter hub. City, C ol Ashland Revised Baal rocliedule.... Pago 24 of ITS Page 10 also mentions that the DB is responsible for performance testing. We assume that the Owner would be responsible for 3rd party testing and special inspections while the DB would be responsible for commissioning. Please confirm this is an accurate assumption. Answer: Selected team would be responsible for identifyine any performance or special testine and inspections required in order to facilitate commissionine and obtainine certificate of occupancy. City would be responsible for testine and special inspections outlined by consultant/contractor team. 4. It is our understanding that heating and cooling for the mechanical system is to be part of this proposal and to be upgraded, however, air purification would be a future consideration but not part of this proposal. Please confirm. Answer: Heating and cooling modifications necessary to accommodate recommended design changes to facilitate the overall scope of work are part of the proposal. Upgrades if necessary would be determined during the design phase. Changes to air purification are not directly related to the proposal at this time, but the design and modifications should have this as a consideration. During the 3/20/15 site walk, the following items were proposed to be added to the scope of work: Answer: In general all of the items discussed will be considered in design meetings with the City of Ashland in phase 1 considering budget constraints and project timing. More detailed information below. a. Ensuring front entry & adequate parking spots meets ADA accessibility requirements. Answer: Yes. b. Renovate the existing Break Room kitchen for new larger kitchen. Answer: No, design consideration should account for the potential expansion of the breakroom into a larger kitchen in the future as monies become available. c. Maintain two offices for staff use which would include upgrading interior finishes and casework. City, C ol Ashland Revised Saab rocliedu,e.... Pago 2,5of ITS Answer: Yes to maintainine two offices with minimal improvement effort required. d. Maintain storage room currently labeled as "Utility Room". Answer: Yes. e. Demolition of all interior walls and potentially hardlid ceilings to accommodate new interior walls for proposed programming, upgraded HVAC system, and new fire suppression system. Answer: This is a design and budget consideration during phase 1 on the full level of improvement necessary to facilitate the City's immediate shelter improvement goals. f. Replace all existing flooring. Answer: This is a design and budget consideration during phase 1 on the full level of improvement necessary to facilitate the City's immediate shelter improvement goals. g. The FDC will be located in the northeast corner with afire riser. Answer: Yes. h. Upgrade existing mechanical system per the proposed needs. Answer: As needed to facilitate code and design requirements. i. Provide wiring for future security system (video surveillance). Answer: Yes Will a CAD file of the existing building be provided to the awarded DB? Answer: The City is currently trying to acquire the base cad files used as part of the building permit application process in 2011. If acquired they will be provided to the selected team. Section 7.3 of the RFP lists the methods of compensation by the City. Are these applicable to the Design Fee Proposal? If so, when will this method be determined? Answer: Time and materials, up to a maximum NTE amount (City preferred method) Are the red lines shown on the Facility Floor Plan (Appendix 1) relative to the scope of the proposal? If so, can those red lines be defined as they are currently illegible? Most of the dimensions provided in the Facility Floor Plan are blurry too, which is making it difficult to create takeoffs for budgeting purposes. Answer: Exhibit A of this addendum includes a clean version of the floor plan. 9. Does the City of Ashland have original structural drawings for the building located at 2200 Ashland St., including foundation plans, roof framing plans, and wall assemblies (which include shear wall or other lateral force resisting element locations)? Answer: No, only 2011 buildine permit drawines for improvements made at that time. 10. Does the City of Ashland anticipate this building being an "essential facility" and seismically retrofitted to a Risk Category IV structure after construction? Answer: No. 11. Page 5 of the RFP: "Federal funding is being utilized for this project, and therefore compliance with Davis -Bacon Act requirements, including the payment of prevailing wages to laborers and mechanics, will be mandatory." Answer: Yes, confirmation that Community Block Development Grant funding will be utilized on this proiect. Exhibit A Floor Plan Building Permit Information City, C ol Ashland Revised Baal rocliedule.... ago 27 of ITS END OF ADDENDUM City, ol Ashland Revised Saab Schedule.... 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