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Fatbeam, LLC Design Build Services for Conduit and Fiber Intstallation for Fire Safety Center AIA
DocuSign Envelope ID:8E8293C6-E381-4FF0-8460-F320B076FC12 ,-. AIA Document A14f - 2014 Standard Form of Agreement Between Owner and Design-Builder AGREEMENT made as of the day of in the year 2023 (In words, indicate day, month and year.) BETWEEN the Owner: ADDITIONS AND DELETIONS: (Name, legal status, address and other information) The author of this document has added information needed for its City of Meridian an Idaho municipal corporation completion The author may also have revised the text of the original 33 E. Broadway Ave. AIA standard form.An Additions and Meridian,Idaho 83642 Deletions Report that notes added information as well as revisions to the standard form text is available from and the Design-Builder: the author and should be reviewed.A (Name, legal status, address and other information) vertical line in the left margin of this document indicates where the author Fatbeam LLC has added necessary information 2065 W. Riverstone Dr.,Suite 202 and where the author has added to or Coeur d'Alene, Idaho 83814 deleted from the original AIA text- This document has important legal for the following Project: consequences.Consultation with an attorney is encouraged with respect (Name, location and detailed description) to its completion or modification. Design-Build Services for Consultation with an attorney is also Conduit&Fiber Installation for encouraged with respect to Fire Safety Center professional licensing requirements in the jurisdiction where the Project is The Owner and Design-Builder agree as follows. located. Init. AIA Documetlt A141' -2014.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved.The'Amencan Institute or Architects.""AIA the AIA Logo,and WA Contract Documents"are registered trademarks and may not be used without permission This document was produced by AIA software at 18:02:26 ET on 01/25/2023 under Order N0.2114402301 which expires on 0112412024,is not for resale,is licensed for one-time use only,and may only be used in I accordance with the AIA Contract Documents" Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: (1379031125) DocuSign Envelope ID:BE8293CB-E3B1-4FF0-8460-F320B076EC12 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 D OWNER REQUEST FOR PROPOSALS E DESIGN-BUILDER PROPOSAL 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. (Note the disposition for the following items by inserting the requested information or a statement such as "not applicable"or "unknown at time of execution."If the Owner intends to provide a set of design documents, and the requested information is contained in the design documents, identify the design documents and insert "see Owner's design documents"where appropriate.) § 1.1.1 The Owner's program for the Project:As set forth in Exhibit D,Owner Request for Proposals,and Exhibit E, Design-Builder Proposal. Init. AIA Document A141'-2 o i 4.Copyright 02004 and 2014 by The American Institute of Architects.All rights reserved.The"American Institute of Architects.--AfA.- the AIA Logo,and'AIA Contract Documents,are registered trademarks and may not be used without permission This document was produced by AIA software at 18:02:26 ET on 01/25/2023 under Order No.2114402301 which expires on 01124/2024,is not for resale,is licensed for one-time use only,and may only be used in t accordance with the AIA Contract Documents®Terms of Service_To report copyright violations,a-mail r o ri h User Notes: py 9 tgaia.org. (1379031125) DocuSign Envelope ID:8E8293C8-E361-4FFO-8460-F320B076EC12 (Set forth the program, identify documentation in which the program is set forth, or state the manner in which the program will be developed.) § 1.1.2 The Owner's design requirements for the Project and related documentation:As set forth in Exhibit D,Owner Request for Proposals,and Exhibit E,Design-Builder Proposal. (Identify below, or in an attached exhibit, the documentation that contains the Owner's design requirements, including any performance specifications for the Project.) § 1.1.3 The Project's physical characteristics:As set forth in Exhibit D,Owner Request for Proposals,and Exhibit E, Design-Builder Proposal. (Identify or describe, if appropriate,size, location, dimensions, or other pertinent information, such as geotechnical reports;site, boundary and topographic surveys; traffic and utility studies;availability ofpublic and private utilities and services;legal description of the site;etc.) § 1.1.4 The Owner's anticipated Sustainable Objective for the Project,if any:Not applicable. (Identify the Owner's Sustainable Objective for the Project such as Sustainability Certification, benefit to the environment, enhancement to the health and well-being of building occupants, or improvement of energy efficiency. If the Owner identifies a Sustainable Objective, incorporate AIA Document A141 T'L20I4, Exhibit C,Sustainable Projects, into this Agreement to define the terms, conditions and Work related to the Owner's Sustainable Objective.) § 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:Not applicable. (Identify incentive programs the Owner intends to pursue for the Project and deadlines for submitting or applying for the incentive programs.) § 1.1.6 The Owner's budget for the Work to be provided by the Design-Builder is set forth below: Sixty thousand seven hundred twenty dollars($60,720.00),as set forth in Exhibit E,Design-Builder Proposal. (Provide total for Owner's budget, and if known, a line item breakdown of costs.) § 1.1.7 The Owner's design and construction milestone dates: - .1 Design phase milestone dates: As set forth in Exhibit E,Design-Builder Proposal,except that all Start and Due dates set forth in Exhibit E shall be adjusted as follows:(1)calculate the number of calendar days that have elapsed from December 14,2022,to the date that this Agreement is executed by the Owner("Number of Calendar Days");then(2)add the Number of Calendar Days to the Start and Due dates set forth in Exhibit E, Design-Builder Proposal. .2 Submission of Design-Builder Proposal: As set forth in Exhibit E,Design-Builder Proposal,except that all Start and Due dates set forth in Exhibit E shall be adjusted as follows:(1)calculate the number of calendar days that have elapsed from December 14,2022,to the date that this Agreement is executed by the Owner("Number of Calendar Init. AIA document A141- -2014.Copyright m 2004 and 2014 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,'"AIA,- the AlA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission This document was produced by AIA software at 3 18:02:26 ET on 0112512023 under Order No.2114402301 which expires on 01/24/2024,is not for resale,is licensed for one-time use only,and may only be used in 1 accordance with the AIA Contract Documentsm Terms of Service.To report copyright violations,e-mail oopynght(gaia.org. User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F320B076EC12 Days");then(2)add the Number of Calendar Days to the Start and Due dates set forth in Exhibit E, Design-Builder Proposal. .3 Phased completion dates: As set forth in Exhibit E, Design-Builder Proposal,except that all Start and Due dates set forth in Exhibit E shall be adjusted as follows:(1)calculate the number of calendar days that have elapsed from December 14,2022,to the date that this Agreement is executed by the Owner("Number of Calendar Days");then(2)add the Number of Calendar Days to the Start and Due dates set forth in Exhibit E, Design-Builder Proposal. .4 Substantial Completion date: As set forth in Exhibit E,Design-Builder Proposal,except that all Start and Due dates set forth in Exhibit E shall be adjusted as follows:(1)calculate the number of calendar days that have elapsed from December 14,2022,to the date that this Agreement is executed by the Owner("Number of Calendar Days");then(2)add the Number of Calendar Days to the Start and Due dates set forth in Exhibit E, Design-Builder Proposal. .5 Other milestone dates: As set forth in Exhibit E,Design-Builder Proposal,except that all Start and Due dates set forth in Exhibit E shall be adjusted as follows:(1)calculate the number of calendar days that have elapsed from December 14,2022,to the date that this Agreement is executed by the Owner("Number of Calendar Days");then(2)add the Number of Calendar Days to the Start and Due dates set forth in Exhibit E, Design-Builder Proposal. § 1.1.8 The Owner requires the Design-Builder to retain the following Architect,Consultants and Contractors at the Design-Builder's cost: (List name, legal status, address and other information.) .1 Architect Not applicable. .2 Consultants Not applicable. .3 Contractors Not applicable. § 1.1.9 Additional Owner's Criteria upon which the Agreement is based:As set forth in Exhibit D,Owner Request for l Proposals,and Exhibit E,Design-Builder Proposal. (Identify special characteristics or needs of the Project not identified elsewhere, such as historic preservation requirements.) § 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. Init. AIA Document A141' -2014.Copyright 02004 and 2014 by The American Institute of Architects.All rights reserved.The"American lnstAute of Architects''AIA.' the AIA Logo,and"AIA Contract Documents'are registered trademarks and may not be used without permission.This document was produced by AIA software at 4 16:02.26 ET on 01/25/2023 under Order No.2114402301 which expires on 0 1 124/2 024,is not for resale,is licensed for one-time use only,and may only be used in t accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3B14FF0-8460-F320B07BEC12 § 1.1.11 If there is a change in the Owner's Criteria,the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. § 1.1.12 If the Owner and Design-Builder intend to transmit Instruments of Service or any other information or documentation in digital form,they shall endeavor to establish necessary protocols governing such transmissions. Unless otherwise agreed,the parties will use AIA Document E203T"'-2013 to establish the protocols for the development,use,transmission,and exchange of digital data and building information modeling. § 1.2 Project Team § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.1: (List name, address and other information.) Dave Tiede Chief Information Officer City of Meridian 33 E.Broadway Ave. Meridian,Idaho 83642 § 1.2.2 The persons or entities,in addition to the Owner's representative,who are required to review the Design-Builder's Submittals are as follows: (List name, address and other information) As determined by Owner's representative. § 1.2.3 The Owner will retain the following consultants and separate contractors: (List discipline, scope of work, and, if known, identify by name and address) Not applicable. § 1.2.4 The Design-Builder identifies the following representative in accordance with Section 3.1.2: (List name, address and other information.) Christopher Davis Project Manager Fatbeam,LLC 2065 W.Riverstone Dr.,Suite 202 Coeur d'Alene,Idaho 83814 § 1.2.5 Neither the Owner's nor the Design-Builder's representative shall be changed without ten days'written notice to the other party. § 1.3 Binding Dispute Resolution For any Claim subject to,but not resolved by,mediation pursuant to Section 14.3,the method of binding dispute resolution shall be the following: (Check the appropriate box. If the Owner and Design-Builder do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.) [ ] Arbitration pursuant to Section 14.4 Not applicable. [ X ] Litigation in a court of competent jurisdiction [ ] Other: (Specify)Not applicable. Init. AIA Document A141- -2014.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved,The"American Institute of Architects,""AIA," the AlA Logo,and"AIA Contract documents-are registered trademarks and may not be used without permission This document was produced by AIA software at 5 18:02:26 ET on 0 112 5/2 0 2 3 under Order No.2114402301 which expires on 0112412024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Decuments�Terms of Service-To report copyright violations,e-mail copyright@aia.org. User Notes: (1379031125) DocuSlgn Envelope ID:SE8293C8-E381-4FF0-8460-F32OB076EC12 § 1.4 Definitions § 1.4.1 Design-Build Documents.The Design-Build Documents consist of this Agreement between Owner and Design-Builder and its attached Exhibits(hereinafter,the"Agreement"),other documents listed in this Agreement; and Modifications issued after execution of this Agreement. A Modification is(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 parties and supersedes prior negotiations,representations or agreements,either written or oral.The Contract may be amended or modified only by a Modification.The Design-Build Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Design-Builder. § 1.4.3 The Work.The term"Work"means the design,construction and related services required to fulfill the Design-Builder's obligations under the Design-Build Documents,whether completed or partially completed,and includes all labor,materials,equipment and services provided or to be provided by the Design-Builder.The Work may constitute the whole or a part of the Project. § 1.4.4 The Project,The Project is the total design and construction of which the Work performed under the Design-Build Documents may be the whole or a part,and may include design and construction by the Owner and by separate contractors. § 1.4.5 Instruments of Service. Instruments of Service are representations,in any medium of expression now known or later developed,of the tangible and intangible creative work performed by the Design-Builder,Contractor(s), Architect,and Consultant(s)under their respective agreements. Instruments of Service may include,without limitation,studies,surveys,models,sketches,drawings,specifications,digital models and other similar materials. § 1.4.6 Submittal.A Submittal is any submission to the Owner for review and approval demonstrating how the Design-Builder proposes to conform to the Design-Build Documents for those portions of the Work for which the Design-Build Documents require Submittals.Submittals include,but are not limited to,shop drawings,product data, and samples. Submittals are not Design-Build Documents unless incorporated into a Modification. § 1.4.7 Owner.The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number.The term"Owner"means the Owner or the Owner's authorized representative. § 1.4,8 Design-Builder.The Design-Builder is the person or entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term"Design-Builder" means the Design-Builder or the Design-Builder's authorized representative. § 1.4.9 Consultant.A Consultant is a person or entity providing professional services for the Design-Builder for all or a portion of the Work,and is referred to throughout the Design-Build Documents as if singular in number.To the extent required by the relevant jurisdiction,the Consultant shall be lawfully licensed to provide the required professional services. § 1.4.14 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." Init. AIA Document A141' -2014.Copynght®2004 A and 2014 by The American institute of Architects.Ai rights reserved The"American Institute of Architects.'"AIA,- the AIA Logo and"AIA Contract Documents'are registered trademarks and may not be used without permrssron This documentwas produced by AIA software at 6 18:02:26 ET on 01/26/2023 under Order No.2114402301 which expires on 01/2412024,is not for resale,is licensed for one-time use only,and may only be used in l accordance with the AIA Contract Documents"Terms of Service-To report Copyright violations,e-mail copyright@aia,org. User Notes: 41379031125) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F320B076EC12 § 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 the Design-Build Amendment. ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS § 2.1 Compensation for Work Performed Prior To Execution of Design-Build Amendment § 2.1.1 Unless otherwise agreed,payments for Work performed prior to Execution of the Design-Build Amendment shall be made monthly.For the Design-Builder's performance of Work prior to the execution of the Design-Build Amendment,the Owner shall compensate the Design-Builder as follows:Not applicable(included in Guaranteed Maximum Price as set forth in Exhibit A). (Insert amount of, or basis for, compensation, including compensation for any Sustafnability Services, or indicate the exhibit in which the information is provided. If there will be a limit on the total amount of compensation for Work performed prior to the execution of the Design-Build Amendment, state the amount of the limit.) § 2.1.2 The hourly billing rates for services of the Design-Builder and the Design-Builder's Architect,Consultants and Contractors,if any,are set forth below. (If applicable, attach an exhibit of hourly billing rates or insert them below.) Not applicable. Individual or Position Rate § 2.1.3 Compensation for Reimbursable Expenses Prior To Execution of Design-Build Amendment Not applicable. § 2.1.3.1 Reimbursable Expenses are in addition to compensation set forth in Section 2.1.1 and 2.1.2 and include expenses,directly related to the Project,incurred by the Design-Builder and the Design-Builder's Architect, Consultants,and Contractors,as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Dedicated data and communication services,teleconferences,Project web sites,and extranets; .3 Fees paid for securing approval of authorities having jurisdiction over the Project, .4 Printing,reproductions,plots,standard form documents; .5 Postage,handling and delivery; .6 Expense of overtime work requiring higher than regular rates,if authorized in advance by the Owner; .7 Renderings,physical models,mock-ups,professional photography,and presentation materials requested by the Owner; .8 All taxes levied on professional services and on reimbursable expenses;and .9 Other project-related expenditures,if authorized in advance by the Owner. Section 2.1.3.1,in its entirety,not applicable. § 2.1.3.2 For Reimbursable Expenses,the compensation shall be the expenses the Design-Builder and the Design-Builder's Architect,Consultants and Contractors incurred,plus an administrative fee of percent( %)of the expenses incurred.Not applicable. § 2.1.4 Payments to the Design-Builder Prior To Execution of Design-Build Amendment § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice.Amounts unpaid ( ) days after the invoice date shall bear interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Design-Builder.Not applicable. (Insert rate of monthly or annual interest agreed upon.) Init. AIA Document A141- -2014.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved,The'Amenaan Institute of Architects,'"AIA." the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission This documentwas produced by AIA so 7 ftware at 16:02:26 ET on 01/25/2023 under Order No.2114402301 which expires on 01124/2024,is not for resale,is licensed for one-time use only,and may only to used in 1 accordance with the AIA Contract Documents'Terms of Service To report copyright violations,e-mail copyright@aia org User Notes: (1379031125) DocuSign Fnvelope ID:8E8293C8-E3Bt-4FF0-8460-F320B076EC12 § 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.Not applicable. § 2.2 Contract Sum and Payment for Work Performed After Execution of Design-Build Amendment For the Design-Builder's performance of the Work after execution of the Design-Build Amendment,the Owner shall pay to the Design-Builder the Contract Sum in current funds as agreed in the Design-Build Amendment. ARTICLE 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT § 3.1 General § 3.1.1 The Design-Builder shall comply with any applicable licensing requirements in the jurisdiction where the Project is located. § 3.1.2 The Design-Builder shall designate in writing a representative who is authorized to act on the Design-Builder's behalf with respect to the Project. § 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Documents.The Design-Builder shall not be relieved of the obligation to perform the Work in accordance with the Design-Build Documents by the activities,tests,inspections or approvals of the Owner. § 3.1.3.1 The Design-Builder shall perform the Work in compliance with applicable laws,statutes,ordinances,codes, rules and regulations,or lawful orders of public authorities. If the Design-Builder performs Work contrary to applicable laws,statutes,ordinances,codes,rules and regulations,and lawful orders of public authorities,the Design-Builder shall assume responsibility for such Work and shall bear the costs attributable to correction. § 3.1.3.2 Neither the Design-Builder nor any Contractor,Consultant,or Architect shall be obligated to perform any act which they believe will violate any applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities.If the Design-Builder determines that implementation of any instruction received from the Owner,including those in the Owner's Criteria,would cause a violation of any applicable laws,statutes,ordinances, codes,rules and regulations,or lawful orders of public authorities,the Design-Builder shall notify the Owner in writing.Upon verification by the Owner that a change to the Owner's Criteria is required to remedy the violation,the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. § 3.1.4 The Design-Builder shall be responsible to the Owner for acts and omissions of the Design-Builder's employees,Architect,Consultants,Contractors,and their agents and employees,and other persons or entities performing portions of the Work. § 3.1.5 General Consultation.The Design-Builder shall schedule and conduct periodic meetings with the Owner to review matters such as procedures,progress,coordination,and scheduling of the Work. § 3.1.6 When applicable law requires that services be performed by licensed professionals,the Design-Builder shall provide those services through qualified,licensed professionals.The Owner understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other Consultants are performed in the sole interest of,and for the exclusive benefit of,the Design-Builder. § 3.1.7 The Design-Builder,with the assistance of the Owner,shall prepare and file documents required to obtain necessary approvals of governmental authorities having jurisdiction over the Project. § 3.1.8 Progress Reports § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. On a monthly basis,or otherwise as agreed to by the Owner and Design-Builder,the Design-Builder shall submit written progress reports to the Owner,showing estimated percentages of completion and other information identified below: .1 Work completed for the period; .2 Project schedule status; .3 Submittal schedule and status report,including a summary of outstanding Submittals; Init. AIA Document A141- -2014.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and'AIA Contract Documents'are registered trademarks and may not be used without permission This documentwas produced by AIA software at 8 18:02:26 ET on 0112512023 under Order No.2114402301 which expires on 01124/2024,is not for resale,is licensed for one-time use only,and may only be used in 1 accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F320B076EC12 .4 Responses to requests for information to be provided by the Owner; .5 Approved Change Orders and Change Directives; .6 Pending Change Order and Change Directive status reports; .7 Tests and inspection reports; ,8 Status report of Work rejected by the Owner; .9 Status of Claims previously submitted in accordance with Article 14; .10 Cumulative total of the Cost of the Work to date including the Design-Builder's compensation and Reimbursable Expenses,if any; .11 Current Project cash-flow and forecast reports;and .12 Additional information as agreed to by the Owner and Design-Builder. § 3.1.8.2 In addition,where the Contract Sum is the Cost of the Work with or without a Guaranteed Maximum Price, the Design-Builder shall include the following additional information in its progress reports: .1 Design-Builder's work force report; .2 Equipment utilization report;and .3 Cost summary,comparing actual costs to updated cost estimates. § 3.1.9 Design-Builder's Schedules § 3.1.9.1 The Design-Builder,promptly after execution of this Agreement,shall prepare and submit for the Owner's information a schedule for the Work.The schedule,including the time required for design and construction,shall not exceed time limits current under the Design-Build Documents,shall be revised at appropriate intervals as required by the conditions of the Work and Project,shall be related to the entire Project to the extent required by the Design-Build Documents,shall provide for expeditious and practicable execution of the Work,and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. § 3.1.9.2 The Design-Builder shall perform the Work in general accordance with the most recent schedules submitted to the Owner. § 3.1.10 Certifications.Upon the Owner's written request,the Design-Builder shall obtain from the Architect, Consultants,and Contractors,and furnish to the Owner,certifications with respect to the documents and services provided by the Architect,Consultants,and Contractors(a)that,to the best of their knowledge,information and belief, the documents or services to which the certifications relate(i)are consistent with the Design-Build Documents,except to the extent specifically identified in the certificate,and(ii)comply with applicable laws,statutes,ordinances,codes, rules and regulations,or lawful orders of public authorities governing the design of the Project;and(b)that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications.The Design-Builder's Architect,Consultants,and Contractors shall not be required to execute certificates or consents that would require knowledge,services or responsibilities beyond the scope of their services. § 3.1.11 Design-Builder's Submittals § 3.1.11.1 Prior to submission of any Submittals,the Design-Builder shall prepare a Submittal schedule,and shall submit the schedule for the Owner's approval. The Owner's approval shall not unreasonably be delayed or withheld. The Submittal schedule shall(1)be coordinated with the Design-Builder's schedule provided in Section 3.1.9.1, (2)allow the Owner reasonable time to review Submittals,and(3)be periodically updated to reflect the progress of the Work.If the Design-Builder fails to submit a Submittal schedule,the Design-Builder shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of Submittals. § 3.1.11.2 By providing Submittals the Design-Builder represents to the Owner that it has(1)reviewed and approved them,(2)determined and verified materials,field measurements and field construction criteria related thereto,or will do so and(3)checked and coordinated the information contained within such Submittals with the requirements of the Work and of the Design-Build Documents. § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build Documents require Submittals until the Owner has approved the respective Submittal. § 3.1.11.4 The Work shall be in accordance with approved Submittals except that the Design-Builder shall not be relieved of its responsibility to perform the Work consistent with the requirements of the Design-Build Documents. Init. AIA Document A141- -2014.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved.The`American Institute of Architects,'-AIA," the AIA Logo,and WA Contract Documents'are registered trademarks and may not be used without permission This document was produced by AIR software at g 18:02:26 ET on 01/25/2023 under Order No.2114402301 which expires on 0 112 4/2 0 24,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 copyright@aia.org, User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3BI-4FFO-WO-F32OB076EC12 The Work may deviate from the Design-Build Documents only if the Design-Builder has notified the Owner in writing of a deviation from the Design-Build Documents at the time of the Submittal and a Modification is executed authorizing the identified deviation_The Design-Builder shall not be relieved of responsibility for errors or omissions in Submittals by the Owner's approval of the Submittals. § 3.1.11.5 All professional design services or certifications to be provided by the Design-Builder,including all drawings,calculations,specifications,certifications,shop drawings and other Submittals,shall contain the signature and seal of the licensed design professional preparing them.Submittals related to the Work designed or certified by the licensed design professionals,if prepared by others,shall bear the licensed design professional's written approval.The Owner and its consultants shall be entitled to rely upon the adequacy,accuracy and completeness of the services, certifications or approvals performed by such design professionals. § 3.1.12 Warranty.The Design-Builder warrants to the Owner that materials and equipment furnished under the Contract will be of good quality and new unless the Design-Build Documents require or permit otherwise.The Design-Builder further warrants that the Work will conform to the requirements of the Design-Build Documents and will be free from defects,except for those inherent in the quality of the Work or otherwise expressly permitted by the Design-Build Documents.Work,materials,or equipment not conforming to these requirements may be considered defective.The Design-Builder's warranty excludes remedy for damage or defect caused by abuse,alterations to the Work not executed by the Design-Builder,improper or insufficient maintenance,improper operation,or normal wear and tear and normal usage. If required by the Owner,the Design-Builder shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.1.13 Royalties, Patents and Copyrights § 3.1.13.1 The Design-Builder shall pay all royalties and license fees. § 3.1.13.2 The Design-Builder shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and its separate contractors and consultants harmless from loss on account thereof,but shall not be responsible for such defense or loss when a particular design,process or product of a particular manufacturer or 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;Limitation of Liability § 3.1A4.1 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 third party claims,and any damages,losses and expenses,including but not limited to attorneys' fees,incurred as a result of such third party claims,arising out of or resulting from negligent or willful performance of the Work of the Design-Builder,Architect,a Consultant,a Contractor,or anyone directly or indirectly employed by them,causing personal or bodily injury(including death),or property damage(including loss of use).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 obligations in this Agreement shall be limited to direct damages actually reasonably incurred by the other party in reasonable reliance plus applicable legal fees in accordance with this Agreement.IN NO OTHER EVENT WILL: (A)EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY SPECIAL,INDIRECT,INCIDENTAL,CONSEQUENTIAL OR EXEMPLARY DAMAGES,LOSSES OR EXPENSES(INCLUDING,BUT NOT LIMITED TO,BUSINESS INTERRUPTION, LOST BUSINESS,LOST PROFITS OR LOST SAVINGS)OF ANY NATURE ARISING OUT OF OR RELATED TO THIS AGREEMENT,EVEN IF SUCH PARTY WILL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,AND REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT,NEGLIGENCE,TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY. § 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 Init. AIA Document A141- -2014.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved.The'Amercan Institute of Architects,"AIA.' the AIA Logo.and'AIA Contract Documents'are registered trademarks and may not be used without permission This document was produced by AIA software at 10 18:02:26 ET on 0112512023 under Order No.2114402301 which expires on 01124/2024.is not for resale,is licensed for one-time use only,and may only be used in 1 accordance with the AIA Contract Documents' Terms of Service To report copyright violations,e-mail cwpyright@aia.org. User Notes; (1379031125) DocuSign Envelope ID:SE8293C8-E3B1-4FFO-8460-F320B076EC12 .1 assignment is effective only after termination of the Contract by the Owner for cause,pursuant to Sections 13.1.4 or 13.2.2,and only for those agreements that the Owner accepts by written notification to the Design-Builder and the Architect,Consultants,and Contractors whose agreements are accepted for assignment;and .2 assignment is subject to the prior rights of the surety,if any,obligated under bond relating to the Contract. When the Owner accepts the assignment of an agreement,the Owner assumes the Design-Builder's rights and obligations under the agreement. § 3.1.15.2 Upon such assignment,if the Work has been suspended for more than 34 days,the compensation under the assigned agreement shall be equitably adjusted for increases in cost resulting from the suspension. § 3.1.15.3 Upon such assignment to the Owner under this Section 3.1.15,the Owner may further assign the agreement to a successor design-builder or other entity.if the Owner assigns the agreement to a successor design-builder or other entity,the Owner shall nevertheless remain legally responsible for all of the successor design-builder's or other entity's obligations under the agreement. § 3.1.16 Design•Builder's Insurance and Bonds.The Design-Builder shall purchase and maintain insurance and provide bonds as set forth in Exhibit B. ARTICLE 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT § 4.1 General § 4.1.1 Any information submitted by the Design-Builder,and any interim decisions made by the Owner,shall be for the purpose of facilitating the design process and shall not modify the Owner's Criteria unless the Owner and Design-Builder execute a Modification. § 4.1.2 The Design-Builder shall advise the Owner on proposed site use and improvements,selection of materials,and building systems and equipment.The Design-Builder shall also provide the Owner with recommendations,consistent with the Owner's Criteria,on constructability;availability of materials and labor;time requirements for procurement, installation and construction;and factors related to construction cost including,but not limited to,costs of alternative designs or materials,preliminary budgets,life-cycle data,and possible cost reductions. § 4.2 Evaluation of the Owner's Criteria § 4.2.1 The Design-Builder shall schedule and conduct meetings with the Owner and any other necessary individuals or entities to discuss and review the Owner's Criteria as set forth in Section 1.1.The Design-Builder shall thereafter again meet with the Owner to discuss a preliminary evaluation of the Owner's Criteria.The preliminary evaluation shall address possible alternative approaches to design and construction of the Project and include the Design-Builder's recommendations,if any,with regard to accelerated or fast-track scheduling,procurement,or phased construction.The preliminary evaluation shall consider cost information,constructability,and procurement and construction scheduling issues. § 4.2.2 After the Design-Builder meets with the Owner and presents the preliminary evaluation,the Design-Builder shall provide a written report to the Owner,summarizing the Design-Builder's evaluation of the Owner's Criteria.The report shall also include .1 allocations of program functions,detailing each function and their square foot areas; .2 a preliminary estimate of the Cost of the Work,and, if necessary,recommendations to adjust the Owner's Criteria to conform to the Owner's budget; .3 a preliminary schedule,which shall include proposed design milestones;dates for receiving additional information from,or for work to be completed by,the Owner;anticipated date for the Design-Builder's Proposal;and dates of periodic design review sessions with the Owner;and .4 the following: (List additional information, ifany, to he included in the Design-Builder's written report.) Bone. AIA Document A141- -2014.Copyright 02004 and 2014 by The American Institute of Architects.All rights reserved-The-American Institute of Architects"'AIA," Init. the AfA Logo and"AIA Contract Documents are registered trademarks and may not be used without permission This document was produced by AIA software at 1 18:02:26 ET on 01/25/2023 under Order No.2114402301 which expires on 0112412024.is not for resale,is licensed for one-time use only,and may only be used in I accordance with the AEA Contract Documents' Terms of Service To report copyright violations,e-mail copyright@aia.org User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F320B076EC12 § 4.2.3 The Owner shall review the Design-Builder's written report and,if acceptable,provide the Design-Builder with written consent to proceed to the development of the Preliminary Design as described in Section 4.3.The consent to proceed shall not be understood to modify the Owner's Criteria unless the Owner and Design-Builder execute a Modification. § 4.3 Preliminary Design § 4.3.1 upon the Owner's issuance of a written consent to proceed under Section 4.2.3,the Design-Builder shall prepare and submit a Preliminary Design to the Owner.The Preliminary Design shall include a report identifying any deviations from the Owner's Criteria,and shall include the following: .1 Confirmation of the allocations of program functions, .2 Site plan; .3 Building plans,sections and elevations; .4 Structural system; .5 Selections of major building systems, including but not limited to mechanical,electrical and plumbing systems;and .6 Outline specifications or sufficient drawing notes describing construction materials. The Preliminary Design may include some combination of physical study models,perspective sketches,or digital modeling. § 4.3.2 The Owner shall review the Preliminary Design and,if acceptable,provide the Design-Builder with written consent to proceed to development of the Design-Builder's Proposal.The Preliminary Design shall not modify the Owner's Criteria unless the Owner and Design-Builder execute a Modification. § 4.4 Design-Builder's Proposal § 4.4.1 Upon the Owner's issuance of a written consent to proceed under Section 4.3.2,the Design-Builder shall prepare and submit the Design-Builder's Proposal to the Owner.The Design-Builder's Proposal shall include the following: .1 A list of the Preliminary Design documents and other information, including the Design-Builder's clarifications,assumptions and deviations from the Owner's Criteria,upon which the Design-Builder's Proposal is based; .2 The proposed Contract Sum,including the compensation method and, if based upon the Cost of the Work plus a fee,a written statement of estimated cost organized by trade categories,allowances, contingencies,Design-Builder's Fee,and other items that comprise the Contract Sum; .3 The proposed date the Design-Builder shall achieve Substantial Completion; .4 An enumeration of any qualifications and exclusions, if applicable; .5 A list of the Design-Builder's key personnel,Contractors and suppliers;and .6 The date on which the Design-Builder's Proposal expires. § 4.4.2 Submission of the Design-Builder's Proposal shall constitute a representation by the Design-Builder that it has visited the site and become familiar with local conditions under which the Work is to be completed. § 4.4.3 If the Owner and Design-Builder agree on a proposal,the Owner and Design-Builder shall execute the Design-Build Amendment setting forth the terms of their agreement. ARTICLE 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT § 5.1 Construction Documents § 5.1.1 Upon the execution of the Design-Build Amendment,the Design-Builder shall prepare Construction Documents. The Construction Documents shall establish the quality levels of materials and systems required.The Construction Documents shall be consistent with the Design-Build Documents. § 5.1.2 The Design-Builder shall provide the Construction Documents to the Owner for the Owner's information.If the Owner discovers any deviations between the Construction Documents and the Design-Build Documents,the Owner shall promptly notify the Design-Builder of such deviations in writing.The Construction Documents shall not modify the Design-Build Documents unless the Owner and Design-Builder execute a Modification.The failure of the Owner to discover any such deviations shall not relieve the Design-Builder of the obligation to perform the Work in accordance with the Design-Build Documents. Init. AIA Document A141` -2014.Copyright C 2004 and 2014 by The American Institute of Architects AEI rights reserved The'Amencan Institute of Architects"AIA' the AIA Logo,and'AIA Contract Documents"are registered trademarks and may not be used wdhout permission This document was produced by ASA software at 2 18:02:26 ET on 01/25/2023 under Order No.2114402301 which expires on 01/2412024,is not for resale,is licensed for one-time use only,and may only be used in 1 accordance with the AIA Contract Documents®Terms of Service To report copyright violations.e-mail copyright@aia.org. User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F3217B1776EC12 § 5.2 Construction § 5.2.1 Commencement.Except as permitted in Section 5.2.2,construction shall not commence prior to execution of the Design-Build Amendment. § 5.2.2 If the Owner and Design-Builder agree in writing,construction may proceed prior to the execution of the Design-Build Amendment.However,such authorization shall not waive the Owner's right to reject the Design-Builder's Proposal. § 5.2.3 The Design-Builder shall supervise and direct the Work,using the Design-Builder's best skill and attention. The Design-Builder shall be solely responsible for,and have control over,construction means,methods,techniques, sequences and procedures,and for coordinating all portions of the Work under the Contract,unless the Design-Build Documents give other specific instructions concerning these matters. § 5,2.4 The Design-Builder shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 5.3 Labor and Materials § 5.3.1 Unless otherwise provided in the Design-Build Documents,the Design-Builder shall provide and pay for labor, materials,equipment,tools,construction equipment and machinery,water,heat,utilities,transportation,and other facilities and services,necessary for proper execution and completion of the Work,whether temporary or permanent, and whether or not incorporated or to be incorporated in the Work. § 5.3.2 When a material or system is specified in the Design-Build Documents,the Design-Builder may make substitutions only in accordance with Article G. § 5.3.3 The Design-Builder shall enforce strict discipline and good order among the Design-Builder's employees and other persons carrying out the Work.The Design-Builder shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 5.4 Taxes The Design-Builder shall pay sales,consumer,use and similar taxes,for the Work provided by the Design-Builder, that are legally enacted when the Design-Build Amendment is executed,whether or not yet effective or merely scheduled to go into effect. § 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. Init. Ale`Document A141--2n14.Copyright C 2004 and 2014 by The American Institute of Architects.All rights reserved.The'American Institute of Architects, WA," the AIA Logo.and'AIA Contract Documents"are registered trademarks and may not be used without permission This document was produced by AIA software at 13 18-02:26 ET on 01/25/2023 under Order No.2114402301 which expires on 0112412024,is not for resale,is licensed for one-time use only,and may only be used in I accordance with the AIA Contract Documents Terms of Seance.To report copyright violations,e-mail copyright(Maia.org. User Notes: (1379031125) DocuSign Envelope ID 8E8293C8-E3B1-4FF6-8460-F320B076FC12 § 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. (Paragraphs deleted) § 5.6 Reserved. § 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. § 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(1)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 )4 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 whom the Owner has no reasonable objection.If the rejected person or entity was reasonably capable of performing the Work,the Contract Sum and Contract Time shall be increased or decreased by the difference,if any,occasioned by such change,and an appropriate Change Order shall be issued before commencement of the substitute person or entity's Work.However,no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Design-Builder has acted promptly and responsively in submitting names as required. § 5.8 Documents and Submittals at the Site The Design-Builder shall maintain at the site for the Owner one copy of the Design-Build Documents and a current set of the Construction Documents,in good order and marked currently to indicate field changes and selections made during construction,and one copy of approved Submittals.The Design-Builder shall deliver these items to the Owner in accordance with Section 9.10.2 as a record of the Work as constructed. § 5.9 Use of Site The Design-Builder shall confine operations at the site to areas permitted by applicable laws,statutes,ordinances, codes,rules and regulations, lawful orders of public authorities,and the Design-Build Documents,and shall not unreasonably encumber the site with materials or equipment. § 5.10 Cutting and Patching The Design-Builder shal I not cut,patch or otherwise alter fully or partially completed construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor;such consent shall not be unreasonably withheld.The Design-Builder shall not unreasonably withhold from the Owner or a separate contractor the Design-Builder's consent to cutting or otherwise altering the Work. Init. AIA Document A141' -2014.Copyright©2004 and 2014 by The American Institute of Architects.All rights reserved.The-American Institute of Architects.""AIA." the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission This document was produced by AIA software at 14 18:02:26 ET on 01125/2023 under Order No.2114402301 which expires on 0 1/2 412 024,is not for resale,is licensed for one-time use only,and may only be used in 1 accordance with the AIA contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E361-4FF0-8460-F320B076EC12 § 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 faits to clean up as provided in the Design-Build Documents,the Owner may do so and Owner shall be entitled to reimbursement from the Design-Builder. § 5.12 Access to Work The Design-Builder shall provide the Owner and its separate contractors and consultants access to the Work in preparation and progress wherever located.The Design-Builder shall notify the Owner regarding Project safety criteria and programs,which the Owner,and its contractors and consultants,shall comply with while at the site. § 5.13 Construction by Owner or by Separate Contractors § 5.13.1 Owner's Right to Perform Construction and to Award Separate Contracts § 5.13.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces;and to award separate contracts in connection with other portions of the Project,or other construction or operations on the site,under terms and conditions identical or substantially similar to this Contract,including those terms and conditions related to insurance and waiver of subrogation.The Owner shall notify the Design-Builder promptly after execution of any separate contract.If the Design-Builder claims that delay or additional cost is involved because of such action by the Owner,the Design-Builder shall make a Claim as provided in Article 14. § 5.13.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site,the term"Design-Builder"in the Design-Build Documents in each case shall mean the individual or entity that executes each separate agreement with the Owner. § 5.13.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces,and of each separate contractor,with the Work of the Design-Builder,who shall cooperate with them.The Design-Builder shall participate with other separate contractors and the Owner in reviewing their construction schedules.The Design-Builder shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Design-Builder,separate contractors and the Owner until subsequently revised. § 5.13.1.4 Unless otherwise provided in the Design-Build Documents,when the Owner performs construction or operations related to the Project with the Owner's own forces or separate contractors,the Owner shall be deemed to be subject to the same obligations,and to have the same rights,that apply to the Design-Builder under the Contract. § 5.14 Mutual Responsibility § 5.14.1 The Design-Builder shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities,and shall connect and coordinate the Design-Builder's construction and operations with theirs as required by the Design-Build Documents. § 5.14.2 If part of the Design-Builder's Work depends upon construction or operations by the Owner or a separate contractor,the Design-Builder shall,prior to proceeding with that portion of the Work,prepare a written report to the Owner,identifying apparent discrepancies or defects in the construction or operations by the Owner or separate contractor that would render it unsuitable for proper execution and results of the Design-Builder's Work.Failure of the Design-Builder to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Design-Builder's Work,except as to defects not then reasonably discoverable. § 5.14.3 The Design-Builder shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Design-Builder's delays,improperly timed activities or defective construction. The Owner shall be responsible to the Design-Buildcr for costs the Design-Builder incurs because of a separate contractor's delays, improperly timed activities,damage to the Work or defective construction. Init. AIA Document A141--2014.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved.The'American Institute of Architects,' the AIA Logo,and'AIA Contract Documents'are registered trademarks anti may not be used without permission This document was produced by AIA software at 1 18:02:26 ET on 01/25/2023 under Order No.2114402301 which expires on 0112412024,is not for resale,is licensed for one-time use only,and may only be used in 1 accordance with the AIA contract Documents6 Terms of Service To report copyright violations,e-mail copyright@aia org User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F32OB076EC12 § 5.14.4 The Design-Builder shall promptly remedy damage the Design-Builder wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. § 5.14.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching the Work as the Design-Builder has with respect to the construction of the Owner or separate contractors in Section 5.10. § 5,15 Owner's Right to Clean Up If a dispute arises among the Design-Builder,separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish,the Owner may clean up and will allocate the cost among those responsible. 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-Bui Ider.The Owner may issue a Change Directive without agreement by the Design-Builder. § 6.1.3 Changes in the Work shall be performed under applicable provisions of the Design-Build Documents,and the Design-Builder shall proceed promptly,unless otherwise provided in the Change Order or Change Directive. § 6.2 Change Orders A Change Order is a written instrument signed by the Owner and Design-Builder stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment,if any,in the Contract Sum or,if prior to execution of the Design-Build Amendment,the adjustment in the Design-Builder's compensation;and .3 The extent of the adjustment,if any,in the Contract Time. § 6.3 Change Directives § 6.3.1 A Change Directive is a written order signed by the Owner directing a change in the Work prior to agreement on adjustment,if any,in the Contract Sum or,if prior to execution of the Design-Build Amendment,the adjustment in the Design-Builder's compensation,or Contract Time.The Owner may by Change Directive,without invalidating the Contract,order changes in the Work within the general scope of the Contract consisting of additions,deletions or other revisions,the Contract Sum or,if prior to execution of the Design-Build Amendment,the adjustment in the Design-Builder's compensation,and Contract Time being adjusted accordingly. § 6.3.2 A Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 6.3.3 If the Change Directive provides for an adjustment to the Contract Sum or,if prior to execution of the Design-Build Amendment,an adjustment in the Design-Builder's compensation,the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Design-Build Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee;or .4 As provided in Section 6.3.7. § 6.3.41f 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. Init. AIA Document A141- -2014.Copyright 0 2004 and 2014 by The American Institute of Architects.All rights reserved.The`American Institute of Architects.' the AIA Logo,and'AIA Contract Documents'are registered trademarks and may not be used without permission This document was produced by AIA software at 16 18:02:26 ET on 01125/2023 under Order No.2114402301 which expires on 0112412024,is not for resale,is licensed for one-time use only,and may only be used in 1 accordance with the AIA Contract Documents*Terms of Service.To report copyright violations,e-mail oopyright@aia.org. User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F320B076EC12 § 6.3.5 Upon receipt of a Change Directive,the Design-Builder shall promptly proceed with the change in the Work involved and advise the Owner of the Design-Builder's agreement or disagreement with the method,if any,provided in the Change Directive for determining the proposed adjustment in the Contract Sum or,if prior to execution of the Design-Build Amendment,the adjustment in the Design-Builder's compensation,or Contract Time. § 6.3.6 A Change Directive signed by the Design-Builder indicates the Design-Builder's agreement therewith, including adjustment in Contract Sum or,if prior to execution of the Design-Build Amendment,the adjustment in the Design-Builder's compensation,and Contract Time or the method for determining them.Such agreement shall be effective immediately and shall be recorded as a Change Order. § 6.3.7 If the Design-Builder does not respond promptly or disagrees with the method for adjustment in the Contract Sum or,if prior to execution of the Design-Build Amendment,the method for adjustment in the Design-Builder's compensation,the Owner shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including,in case of an increase,an amount for overhead and profit as set forth in the Agreement,or if no such amount is set forth in the Agreement,a reasonable amount. In such case,and also under Section 6.3.3.3,the Design-Builder shall keep and present,in such form as the Owner may prescribe,an itemized accounting together with appropriate supporting data.Unless otherwise provided in the Design-Build Documents,costs for the purposes of this Section 6.3.7 shall be limited to the following: .1 Additional costs of professional services; .2 Costs of labor,including social security,unemployment insurance,fringe benefits required by agreement or custom,and workers'compensation insurance; .3 Costs of materials,supplies and equipment,including cost of transportation,whether incorporated or consumed; .4 Rental costs of machinery and equipment,exclusive of hand tools,whether rented from the Design-Builder or others; .5 Costs of premiums for all bonds and insurance,permit fees,and sales,use or similar taxes related to the Work;and .6 Additional costs of supervision and field office personnel directly attributable to the change. § 6.3.8 The amount of credit to be allowed by the Design-Builder to the Owner for a deletion or change that results in a net decrease in the Contract Sum or, if prior to execution of the Design-Build Amendment,in the Design-Builder's compensation,shall be actual net cost.When both additions and credits covering related Work or substitutions are involved in a change,the allowance for overhead and profit shall be figured on the basis of net increase,if any,with respect to that change. § 6.3.9 Pending final determination of the total cost of a Change Directive to the Owner,the Design-Builder may request payment for Work completed under the Change Directive in Applications for Payment.The Owner will make an interim determination for purposes of certification for payment for those costs deemed to be reasonably justified. The Owner's interim determination of cost shall adjust the Contract Sum or,if prior to execution of the Design-Build Amendment,the Design-Builder's compensation,on the same basis as a Change Order,subject to the right of Design-Builder to disagree and assert a Claim in accordance with Article 14. § 6.3.10 When the Owner and Design-Builder agree with a determination concerning the adjustments in the Contract Sum or,if prior to execution of the Design-Build Amendment,the adjustment in the Design-Builder's compensation and Contract Time,or otherwise reach agreement upon the adjustments,such agreement shall be effective immediately and the Owner and Design-Builder shall execute a Change Order.Change Orders may be issued for all or any part of a Change Directive. ARTICLE 7 OWNER'S RESPONSIBILITIES § 7.1 General § 7.1.1 The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all Project matters requiring the Owner's approval or authorization, § 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the Design-Builder's schedule agreed to by the Owner.The Owner shall furnish to the Design-Builder,within 15 days after receipt of a written request,information necessary and relevant for the Design-Builder to evaluate,give notice of or enforce mechanic's Init. AIA Document A141- -zo�+ Copyright 02004 and 2014 by The American Institute of Architects All rights reserved.Tine-American Institute of Architects.'-AIA the AiA Logo and-AIA Contract Documents"are registered trademarks and may not be used without permission This document was produced by AIA software at 17 18:02:26 ET on 0 112 5/20 2 3 under Order No.2114402301 which expires on 01/24/2024,is not for resale,is licensed for one-Gme use only,and may only be used in accordance with the AIA Contract Documentse Terms of Service.To report copyright violations,e-mail copyright@aia.org_ User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F320B076EC12 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 § 721 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 describing physical characteristics,legal limitations and utility locations for the site of the Project,and a legal description of the site under the Owner's control. § 7.2.3 The Owner shall promptly obtain easements,zoning variances,and legal authorizations or entitlements regarding site utilization where essential to the execution of the Project. § 7.2.4 The Owner shall cooperate with the Design-Builder in securing building and other permits, licenses and inspections. §7.2.5 The services,information,surveys and reports required to be provided by the Owner under this Agreement, shall be furnished at the Owner's expense,and except as otherwise specifically provided in this Agreement or elsewhere in the Design-Build Documents or to the extent the Owner advises the Design-Builder to the contrary in writing,the Design-Builder shall be entitled to rely upon the accuracy and completeness thereof.In no event shall the Design-Builder be relieved of its responsibility to exercise proper precautions relating to the safe performance of the Work. § 7.2.6 If the Owner observes or otherwise becomes aware of a fault or defect in the Work or non-conformity with the Design-Build Documents,the Owner shall give prompt written notice thereof to the Design-Builder. § 7.2.7 Prior to the execution of the Design-Build Amendment,the Design-Builder may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Design-Build Documents and the Design-Builder's Proposal.Thereafter,the Design-Builder may only request such evidence if(1)the Owner fails to make payments to the Design-Builder as the Design-Build Documents require;(2)a change in the Work materially changes the Contract Sum;or(3)the Design-Builder identifies in writing a reasonable concern regarding the Owner's ability to make payment when due.The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change.After the Owner furnishes the evidence,the Owner shall not materially vary such financial arrangements without prior notice to the Design-Builder. § 7.2.8 Except as otherwise provided in the Design-Build Documents or when direct communications have been specially authorized,the Owner shall communicate through the Design-Builder with persons or entities employed or retained by the Design-Builder. § 7.2.9 Unless required by the Design-Build Documents to be provided by the Design-Builder,the Owner shall,upon request from the Design-Builder.furnish the services of geotechnical engineers or other consultants for investigation of subsurface,air and water conditions when such services are reasonably necessary to properly carry out the design services furnished by the Design-Builder. In such event,the Design-Builder shall specify the services required.Such services may include,but are not limited to,test borings,test pits,determinations of soil bearing values,percolation tests,evaluations of hazardous materials,ground corrosion and resistivity tests,and necessary operations for anticipating subsoil conditions.The services of geotechnical engineer(s)or other consultants shall include preparation and submission of all appropriate reports and professional recommendations. § 7.2.10 The Owner shall purchase and maintain insurance as set forth in Exhibit B. Init. AIA Document A141- -2014.Copyright 2004 and 2014 by The American Institute of Architects.AM rights reserved-The"American Institute of Architects,"AIA." the AIA Logo,and-AIA Contract Dccumerts-are registered trademarks and may not be used without permission This document was produced by AIA software at 18 18:02:26 ET on 0112512023 under Order No.2114402301 which expires on 0 112 4/2 0 2 4,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 copyright@aia.org. User Notes: (1379031125) DocuSign Envelope ID:8E8293Ct3-E3B1-4FF0-8460-F320B076EC12 § 7.3 Submittals § 7.3.1 The Owner shall review and approve or take other appropriate action on Submittals.Review of Submittals is not conducted for the purpose of determining the accuracy and completeness of other details,such as dimensions and quantities;or for substantiating instructions for installation or performance of equipment or systems;or for determining that the Submittals are in conformance with the Design-Build Documents,all of which remain the responsibility of the Design-Builder as required by the Design-Build Documents.The Owner's action will be taken in accordance with the submittal schedule approved by the Owner or,in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Owner's judgment to permit adequate review.The Owner's review of Submittals shall not relieve the Design-Builder of the obligations under Sections 3.1.11,3.1.12, and 5.2.3.The Owner's review shall not constitute approval of safety precautions or,unless otherwise specifically stated by the Owner,of any construction means,methods,techniques,sequences or procedures.The Owner's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 7.3.2 Upon review of the Submittals required by the Design-Build Documents,the Owner shall notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers. § 7.4 Visits to the site by the Owner shall not be construed to create an obligation on the part of the Owner to make on-site inspections to check the quality or quantity of the Work.The Owner shall neither have control over or charge of,nor be responsible for,the construction means,methods,techniques,sequences or procedures,or for the safety precautions and programs in connection with the Work,because these are solely the Design-Builder's rights and responsibilities under the Design-Build Documents. § 7.5 The Owner shall not be responsible for the Design-Builder's failure to perform the Work in accordance with the requirements of the Design-Build Documents. The Owner shall not have control over or charge of,and will not be responsible for acts or omissions of the Design-Builder,Architect,Consultants,Contractors,or their agents or employees,or any other persons or entities performing portions of the Work for the Design-Builder. § 7.6 The Owner has the authority to reject Work that does not conform to the Design-Build Documents,The Owner shall have authority to require inspection or testing of the Work in accordance with Section 15.5.2,whether or not such Work is fabricated,installed or completed.However,neither this authority of the Owner nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Owner to the Design-Builder,the Architect,Consultants,Contractors,material and equipment suppliers,their agents or employees, or other persons or entities performing portions of the Work. § 7.7 The Owner shall determine the date or dates of Substantial Completion in accordance with Section 9.8 and the date of final completion in accordance with Section 9.10. § 7.8 Owner's Right to Stop Work If the Design-Builder fails to correct Work which is not in accordance with the requirements of the Design-Build Documents as required by Section 11.2 or persistently fails to carry out Work in accordance with the Design-Build Documents,the Owner may issue a written order to the Design-Builder to stop the Work,or any portion thereof,until the cause for such order has been eliminated;however,the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Design-Builder or any other person or entity, except to the extent required by Section 5.13.1.3. § 7.9 Owner's Right to Carry Out the Work If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build Documents and fails within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness,the Owner may,without prejudice to other remedies the Owner may have,correct such deficiencies. In such case,an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design-Builder the reasonable cost of correcting such deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover such amounts,the Design-Builder shall pay the difference to the Owner. Init. ALA Document A141' -2014.Copyright®2004 and 2014 by The Americen Institute of Architects.All rights reserved.The"Amencan Institute of Architects.""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission This document was produced by AIA software at g 18:02:26 ET on 01/25/2023 under Order No.2114402301 which expires on 01124/2024,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 copynght@aia.org_ User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3B1-4FFo-8460-F320B076EC12 ARTICLE 8 TIME § 8.1 Progress and Completion § 8.1.1 Time limits stated in the Design-Build Documents are of the essence of the Contract. By executing the Design-Build Amendment the Design-Builder confirms that the Contract Time is a reasonable period for performing the Work. § 8.1.2 The Design-Builder shall not,except by agreement of the Owner in writing,commence the Work prior to the effective date of insurance,other than property insurance,required by this Contract.The Contract Time shall not be adjusted as a result of the Design-Builder's failure to obtain insurance required under this Contract. § 8.1.3 The Design-Builder shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.2 Delays and Extensions of Time § 8.2.1 If the Design-Builder is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or of a consultant or separate contractor employed by the Owner;or by changes ordered in the Work by the Owner;or by labor disputes,fire,unusual delay in deliveries,unavoidable casualties or other causes beyond the Design-Builder's control;or by delay authorized by the Owner pending mediation and binding dispute resolution or by other causes that the Owner determines may justify delay,then the Contract Time shall be extended by Change Order for such reasonable time as the Owner may determine. § 8.2.2 Claims relating to time shall be made in accordance with applicable provisions of Article 14. § 8.2.3 This Section 8.2 does not preclude recovery of damages for delay by either party under other provisions of the Design-Build Documents. ARTICLE 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION § 9.1 Contract Sum The Contract Sum is stated in the Design-Build Amendment. § 9.2 Schedule of Values Where the Contract Sum is based on a stipulated sum or Guaranteed Maximum Price,the Design-Builder,prior to the first Application for Payment after execution of the Design-Build Amendment shall submit to the Owner a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Owner may require.This schedule,unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder's Applications for Payment. § 9.3 Applications for Payment § 9.3.1 At least ten days before the date established for each progress payment,the Design-Builder shall submit to the Owner an itemized Application for Payment for completed portions of the Work.The application shall be notarized,if required,and supported by data substantiating the Design-Builder's right to payment as the Owner may require,such as copies of requisitions from the Architect,Consultants,Contractors,and material suppliers,and shall reflect retainage if provided for in the Design-Build Documents. § 9.3.1.1 As provided in.Section 6.3.9,Applications for Payment may include requests for payment on account of changes in the Work that have been properly authorized by Change Directives,or by interim determinations of the Owner,but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Design-Builder does not intend to pay the Architect,Consultant,Contractor,material supplier,or other persons or entities providing services or work for the Design-Builder,unless such Work has been performed by others whom the Design-Builder intends to pay. § 9.3.2 Unless otherwise provided in the Design-Build Documents,payments shall be made for services provided as well as materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner,payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing.Payment for materials and equipment stored on or off the site shall be AIA Document A141- -2014.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved.The`American Institute of Architects,'"AIA.' Init. the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 20 18:02:26 ET on 01/25/2023 under Order No.2114402301 which expires on 01124t2024,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 copyright@aia.org. User Notes: (1379031125) DocuSign Envelope ID:BE8293C8-E3B1-4FF0-8460-F3206076EC12 conditioned upon compliance by the Design-Builder with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest,and shall include the costs of applicable insurance,storage and transportation to the site for such materials and equipment stored off the site. § 9.3.3 The Design-Builder warrants that title to all Work,other than Instruments of Service,covered by an Application for Payment will pass to the Owner no later than the time of payment.The Design-Builder further warrants that,upon submittal of an Application for Payment,all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall,to the best of the Design-Builder's knowledge, information and belief,be free and clear of liens,claims,security interests or encumbrances in favor of the Design-Builder,Architect,Consultants,Contractors,material suppliers,or other persons or entities entitled to make a claim by reason of having provided labor,materials and equipment relating to the Work. § 9.4 Certificates for Payment The Owner shall,within seven days after receipt of the Design-Builder's Application for Payment,issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly due,and notify the Design-Builder in writing of the Owner's reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9,5 Decisions to Withhold Certification § 9.5.1 The Owner may withhold a Certificate for Payment in whole or in part to the extent reasonably necessary to protect the Owner due to the Owner's determination that the Work has not progressed to the point indicated in the Design-Builder's Application for Payment,or the quality of the Work is not in accordance with the Design-Build Documents. If the Owner is unable to certify payment in the amount of the Application,the Owner will notify the Design-Builder as provided in Section 9.4. If the Design-Builder and Owner cannot agree on a revised amount,the Owner will promptly issue a Certificate for Payment for the amount that the Owner deems to be due and owing.The Owner may also withhold a Certificate for Payment or,because of subsequently discovered evidence,may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary to protect the Owner from loss for which the Design-Builder is responsible because of .1 defective Work,including design and construction,not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Design-Builder; .3 failure of the Design-Builder to make payments properly to the Architect,Consultants,Contractors or others,for services,labor,materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a separate contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time,and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay;or .7 repeated failure to carry out the Work in accordance with the Design-Build Documents, § 9.5.2 When the above reasons for withholding certification are removed,certification will be made for amounts previously withheld. § 9.5.3 If the Owner withholds certification for payment under Section 9.5.1.3,the Owner may,at its sole option,issue joint checks to the Design-Builder and to the Architect or any Consultants,Contractor,material or equipment suppliers,or other persons or entities providing services or work for the Design-Builder to whom the Design-Builder failed to make payment for Work properly performed or material or equipment suitably delivered. § 9.6 Progress Payments § 9.6.1 After the Owner has issued a Certificate for Payment,the Owner shall make payment in the manner and within the time provided in the Design-Build Documents. § 9.6.2 The Design-Builder shall pay each Architect,Consultant,Contractor,and other person or entity providing services or work for the Design-Builder no later than the time period required by applicable law,but in no event more than seven days after receipt of payment from the Owner the amount to which the Architect,Consultant,Contractor, and other person or entity providing services or work for the Design-Builder is entitled,reflecting percentages actually retained from payments to the Design-Builder on account of the portion of the Work performed by the Architect, Consultant,Contractor,or other person or entity.The Design-Builder shall,by appropriate agreement with each Init. AIA Document A141`-2 014.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved.the'Amencan Institute of Architects, WA, the AIA Logo,and"AIA Contract Documents'are registered trademarks and may not be used without permission This document was produced by AIA software at 21 18:02:26 ET on 01/25/2023 under Order No.2114402301 which expires on 0 112412024,is not for resale,is licensed for one-time use only,and may only be used in 1 accordance with the AIA Contract Documents®Terms of Service,To report copyright violations,e-mail copyright@aia.org. User Notes: (1379031125) DocuSign Envelope ID 8E8293C8-E3B1-4FF0-8460-F320B076EC12 Architect,Consultant,Contractor,and other person or entity providing services or work for the Design-Builder, require each Architect,Consultant,Contractor,and other person or entity providing services or work for the Design-Builder to make payments to subconsultants and subcontractors in a similar manner, § 9.6.3 The Owner will,on request and if practicable,furnish to the Architect,a Consultant,Contractor,or other person or entity providing services or work for the Design-Builder, information regarding percentages of completion or amounts applied for by the Design-Builder and action taken thereon by the Owner on account of portions of the Work done by such Architect,Consultant,Contractor or other person or entity providing services or work for the Design-Builder. § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that the Design-Builder has properly paid the Architect,Consultants,Contractors,or other person or entity providing services or work for the Design-Builder,amounts paid by the Owner to the Design-Builder for the Work. If the Design-Builder fails to furnish such evidence within seven days,the Owner shall have the right to contact the Architect,Consultants,and Contractors to ascertain whether they have been properly paid.The Owner shall have no obligation to pay or to See to the payment of money to a Consultant or Contractor,except as may otherwise be required by law. § 9.6.5 Design-Builder payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2,9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment,a progress payment,or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Design-Build Documents. §9.6.7 Unless the Design-Builder provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Design-Builder for Work properly performed by the Architect,Consultants,Contractors and other person or entity providing services or work for the Design-Builder,shall be held by the Design-Builder for the Architect and those Consultants,Contractors,or other person or entity providing services or work for the Design-Builder,for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Design-Builder,shall create any fiduciary liability or tort liability on the part of the Design-Builder for breach of trust or shall entitle any person or entity to an award of punitive damages against the Design-Builder for breach of the requirements of this provision. § 9.7 Failure of Payment If the Owner does not issue a Certificate for Payment,through no fault of the Design-Builder,within the time required by the Design-Build Documents,then the Design-Builder may,upon seven additional days' written notice to the Owner,stop the Work until payment of the amount owing has been received.The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Design-Builder's reasonable costs of shut-down,delay and start-up,plus interest as provided for in the Design-Build Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work for its intended use.The date of Substantial Completion is the date certified by the Owner in accordance with this Section 9.8. § 9.8.2 When the Design-Builder considers that the Work,or a portion thereof which the Owner agrees to accept separately,is substantially complete,the Design-Builder shall prepare and submit to the Owner a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents. § 9.8.3 Upon receipt of the Design-Builder's list,the Owner shall make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Owner's inspection discloses any item,whether or not included on the Design-Builder's list,which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use,the Design-Builder shall,before issuance of the Certificate of Substantial Completion,complete or correct such item upon notification by the Owner. In such case,the Design-Builder shall then submit a request for another inspection by the Owner to determine Substantial Completion. Init. AIA Document A141- -2014.Copyright@ 2004 and 2014 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,'"AIA" the AIA Logo,and WA Contract Documents'are registered trademarks and may not be used without permission This document was produced by AIA software at 22 18:02:26 ET on 0112512023 under Order No.2114402301 which expires on 01/24/2024.is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents6 Terms of Service.To report copyright violations,e-mail copyright@aia.org_ User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3B3-4FF0-8460-F320B076EC12 § 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5,the Owner and Design-Builder shall discuss and then determine the parties' obligations to obtain and maintain property insurance following issuance of the Certificate of Substantial Completion. § 9.8.5 When the Work or designated portion thereof is substantially complete,the Design-Builder will prepare for the Owner's signature a Certificate of Substantial Completion that shall,upon the Owner's signature,establish the date of Substantial Completion;establish responsibilities of the Owner and Design-Builder for security,maintenance,heat, utilities,damage to the Work and insurance;and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder to the Owner for written acceptance of responsibilities assigned to it in the Certificate_Upon the Owner's acceptance,and consent of surety,if any,the Owner shall make payment of retainage applying to the Work or designated portion thereof.Payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Design-Build Documents, § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Design-Builder,provided such occupancy or use is consented to,by endorsement or otherwise,by the insurer providing property insurance and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete,provided the Owner and Design-Builder have accepted in writing the responsibilities assigned to each of them for payments,retainage,if any,security,maintenance,heat,utilities,damage to the Work and insurance,and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Design-Build Documents.When the Design-Builder considers a portion substantially complete,the Design-Builder shall prepare and submit a list to the Owner as provided under Section 9.8.2.Consent of the Design-Builder to partial occupancy or use shall not be unreasonably withheld.The stage of the progress of the Work shall be determined by written agreement between the Owner and Design-Builder. § 9.9.2 Immediately prior to such partial occupancy or use,the Owner and Design-Builder shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon,partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Design-Build Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon receipt of the Design-Builder's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment,the Owner will promptly make such inspection.When the Owner finds the Work acceptable under the Design-Build Documents and the Contract fully performed,the Owner will, subject to Section 9.10.2,promptly issue a final Certificate for Payment. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Design-Builder submits to the Owner(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 and selections made during construction,(6) manufacturer's warranties,product data,and maintenance and operations manuals,and(7)if required by the Owner, other data establishing payment or satisfaction of obligations,such as receipts,or releases and waivers of liens,claims, security interests,or encumbrances,arising out of the Contract,to the extent and in such form as may be designated by the Owner.If an Architect,a Consultant,or a Contractor,or other person or entity providing services or work for the Design-Builder,refuses to furnish a release or waiver required by the Owner,the Design-Builder may furnish a bond satisfactory to the Owner to indemnify the Owner against such liens,claims,security interests,or encumbrances.If Init. AIA Document A141 Cm- -2014.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved The Institute of Arltects,"'AIA" the AIA Logo,and'AJA Contract Documents"are registered trademarks and may not be used without permission This document was produced by AIA software at 23 18:02:26 ET on 01/2512023 under Order No.2114402301 which expires on 01124/2024,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 copyoght(Maia.org. User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E381-417F0-8460-17320B076EC12 such liens,claims,security interests,or encumbrances remains unsatisfied after payments are made,the Design-Builder shall refund to the Owner all money that the Owner may be compelled to pay in discharging such liens,claims,security interests,or encumbrances,including all costs and reasonable attorneys' fees. § 9,10.3 If,after Substantial Completion of the Work,final completion thereof is materially delayed through no fault of the Design-Builder or by issuance of Change Orders affecting final completion,the Owner shall,upon application by the Design-Builder,and without terminating the Contract,make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Design-Build Documents,and if bonds have been furnished,the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Design-Builder to the Owner prior to issuance of payment. Such payment shall be made under terms and conditions governing final payment,except that it shall not constitute a waiver of claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens,Claims,security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Design-Build Documents;or .3 terms of special warranties required by the Design-Build Documents. § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of claims by the Design-Builder except those previously made in writing and identified by the Design-Builder as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Design-Builder shall be responsible for initiating,maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 Safety of Persons and Property § 10.2.1 The Design-Builder shall be responsible for precautions for the safety of,and reasonable protection to prevent damage,injury or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein,whether in storage on or off the site, under care,custody or control of the Design-Builder or the Architect,Consultants,or Contractors,or other person or entity providing services or work for the Design-Builder;and .3 other property at the site or adjacent thereto,such as trees,shrubs,lawns,walks,pavements,roadways, or structures and utilities not designated for removal,relocation or replacement in the course of construction. § 10.2.2 The Design-Builder shall comply with,and give notices required by,applicable laws,statutes,ordinances, codes,rules and regulations,and lawful orders of public authorities,bearing on safety of persons or property,or their protection from damage,injury or loss. § 10.2.3 The Design-Builder shall implement,erect,and maintain,as required by existing conditions and performance of the Contract,reasonable safeguards for safety and protection,including posting danger signs and other warnings against hazards,promulgating safety regulations,and notify owners and users of adjacent sites and utilities of the safeguards and protections. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment,or unusual methods,are necessary for execution of the Work,the Design-Builder shall exercise utmost care,and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Design-Builder shall promptly remedy damage and loss(other than damage or loss insured under property insurance required by the Design-Build Documents)to property referred to in Sections 10.2.1.2 and 10.2.1.3, caused in whole or in part by the Design-Builder,the Architect,a Consultant,a Contractor,or anyone directly or indirectly employed by any of them,or by anyone for whose acts they may be liable and for which the Design-Builder is responsible under Sections 10.2.1.2 and 10.2.1.3;except damage or loss attributable to acts or omissions of the Owner,or anyone directly or indirectly employed by the Owner,or by anyone for whose acts the Owner may be liable, Init. AIA Document A141- -2014.Copyright©2004 and 2014 by The American Institute of Architects.All rights reserved.The'Amencan Institute of Architects.' the AIA Logo,and-AIA Contract Documents"are registered trademarks and may not be used without permission This document was produced by AIA software at 24 18:02:26 ET on 0 112 512 02 3 under Order No.2114402301 which expires on 0112412024,is not far resale,is licensed for one-time use only,and may only be used in I accordance with the AIA Contract Documents40 Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: (1379031126) DocuSign Envelope ID:8E8293C8-E381-4FF0-8460-F3206076EC12 and not attributable to the fault or negligence of the Design-Builder.The foregoing obligations of the Design-Builder are in addition to the Design-Builder's obligations under Section 3.1.14. § 10.2.6 The Design-Builder shall designate a responsible member of the Design-Builder's organization,at the site, whose duty shall be the prevention of accidents.This person shall be the Design-Builder's superintendent unless otherwise designated by the Design-Builder in writing to the Owner. § 10.2.7 The Design-Builder shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property.If the Owner or Design-Builder suffers injury or damage to person or property because of an act or omission of the other,or of others for whose acts such party is legally responsible, written notice of the injury or damage,whether or not insured,shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials § 10.3.1 The Design-Builder is responsible for compliance with any requirements included in the Design-Build Documents regarding hazardous materials. If the Design-Builder encounters a hazardous material or substance not addressed in the Design-Build Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance,including but not limited to asbestos or polychlorinated biphenyl(PCB),encountered on the site by the Design-Builder,the Design-Builder shall,upon recognizing the condition,immediately stop Work in the affected area and report the condition to the Owner in writing. § 10.3.2 Upon receipt of the Design-Builder's written notice,the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Design-Builder and,in the event such material or substance is found to be present,to cause it to be rendered harmless.Unless otherwise required by the Design-Build Documents,the Owner shall furnish in writing to the Design-Builder the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance.The Design-Builder will promptly reply to the Owner in writing stating whether or not the Design-Builder has reasonable objection to the persons or entities proposed by the Owner.If the Design-Builder has an objection to a person or entity proposed by the Owner,the Owner shall propose another to whom the Design-Builder has no reasonable objection.When the material or substance has been rendered harmless,Work in the affected area shall resume upon written agreement of the Owner and Design-Builder. By Change Order,the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Design-Builder's reasonable additional costs of shut-down,delay and start-up. § 10.3.3 Reserved. §10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Design-Builder brings to the site unless such materials or substances are required by the Owner's Criteria.The Owner shall be responsible for materials or substances required by the Owner's Criteria,except to the extent of the Design-Builder's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Design-Builder shall indemnify the Owner for the cost and expense the Owner incurs(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 Reserved. § 10.4 Emergencies In an emergency affecting safety of persons or property,the Design-Builder shall act,at the Design-Builder's discretion,to prevent threatened damage, injury or loss. Init. AIA Document A141- -2014.Copyright0 2004 and 2014 by The American Institute of Architects.All rights reserved.The'Amencan institute of Architects,'-AIA,' the AIA Logo,and'AIA Contract Documents'are registered trademarks and may not be used without permission This document was produced by AIA software at 25 18:02:26 ET on 0 1 12 5/2 02 3 under Order No.2114402301 which expires on 0112412024,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 copyrightasia-org. User Notes: (1379031125) Docu5ign Envelope ID:BE8293C8-E3B1-4FF0-8460-F320B076EC12 ARTICLE 11 UNCOVERING AND CORRECTION OF WORK § 11.1 Uncovering of Work The Owner may request to examine a portion of the Work that the Design-Builder has covered to determine if the Work has been performed in accordance with the Design-Build Documents. If such Work is in accordance with the Design-Build Documents,the Owner and Design-Builder shall execute a Change Order to adjust the Contract Time and Contract Sum,as appropriate. If such Work is not in accordance with the Design-Build Documents,the costs of uncovering and correcting the Work shall be at the Design-Builder's expense and the Design-Builder shall not be entitled to a change in the Contract Time unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs and the Contract Time will be adjusted as appropriate. § 11.2 Correction of Work § 11.2.1 Before or After Substantial Completion.The Design-Builder shall promptly correct Work rejected by the Owner or failing to conforni to the requirements of the Design-Build Documents,whether discovered before or after Substantial Completion and whether or not fabricated,installed or completed.Costs of correcting such rejected Work, including additional testing and inspections,the cost of uncovering and replacement,and compensation for any design consultant employed by the Owner whose expenses and compensation were made necessary thereby,shall be at the Design-Builder's expense. § 11.2.2 After Substantial Completion § 11.2.2.1 In addition to the Design-Builder's obligations under Section 3.1,12,if,within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1,or by terms of an applicable special warranty required by the Design-Build Documents,any of the Work is found not to be in accordance with the requirements of the Design-Build Documents, the Design-Builder shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition.The Owner shall give such notice promptly after discovery of the condition.During the one-year period for correction of the Work,if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction,the Owner waives the rights to require correction by the Design-Builder and to make a claim for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner,the Owner may correct it in accordance with Section 7.9. § 11.2.2.2 The one-year period for convection of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 11.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Design-Builder pursuant to this Section 11.2. § 11.2.3 The Design-Builder shall remove from the site portions of the Work that are not in accordance with the requirements of the Design-Build Documents and are neither corrected by the Design-Builder nor accepted by the Owner. § 11.2.4 The Design-Builder shall bear the cost of correcting destroyed or damaged construction of the Owner or separate contractors,whether completed or partially completed,caused by the Design-Builder's correction or removal of Work that is not in accordance with the requirements of the Design-Build Documents. § 11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder has under the Design-Build Documents.Establishment of the one-year period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design-Builder to correct the Work,and has no relationship to the time within which the obligation to comply with the Design-Build Documents may be sought to be enforced,nor to the time within which proceedings may be commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to correct the Work. AIA Document A141- -2014.Copyright 02004 and 2014 by The American Institute of Architects.All rights reserved-The"American Institute of Architects,"AIA," Init. the AIA Logo.and"AIA Contract Documents"are registered trademarks and may not be used without permission This document was produced by AIA software at 26 18:02:26 ET on 01125/2023 under Order No.2114402301 which expires on 01/2412024.is not for resale,is licensed for one-time use only,and may only be used in 1 accordance with the AIA Contract Document0 Terms of service.To report copyright violations,e-mail copyright@aia.org, User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E381-4FF6-8460-F324B076EC12 § 11.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Build Documents, the Owner may do so instead of requiring its removal and correction,in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 12 COPYRIGHTS AND LICENSES § 12.1 Drawings,specifications,and other documents furnished by the Design-Builder,including those in electronic form,are Instruments of Service.The Design-Builder,and the Architect,Consultants,Contractors,and any other person or entity providing services or work for any of them,shall be deemed the authors and owners of their respective Instruments of Service,including the Drawings and Specifications,and shall retain all common law,statutory and other reserved rights,including copyrights. Submission or distribution of instruments of Service to meet official regulatory requirements,or for similar purposes in connection with the Project,is not to be construed as publication in derogation of the reserved rights of the Design-Builder and the Architect,Consultants,and Contractors,and any other person or entity providing services or work for any of them. § 12.2 The Design-Builder and the Owner warrant that in transmitting Instruments of Service,or any other information,the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. § 12.3 Upon execution of the Agreement,the Design-Builder grants to the Owner a limited, irrevocable and non-exclusive license to use the Instruments of Service solely and exclusively for purposes of constructing,using, maintaining,altering and adding to the Project,provided that the Owner substantially performs its obligations, including prompt payment of all sums when due,under the Design-Build Documents.The license granted under this section permits the Owner to authorize its consultants and separate contractors to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the Project.If the Design-Builder rightfully terminates this Agreement for cause as provided in Section 13.1.4 or 13.2.1 the license granted in this Section 12.3 shall terminate. § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect,Consultants,and Contractors,that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12.The Design-Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner,in the event this Agreement is terminated for any reason other than the default of the Owner or in the event the Design-Builder's Architect,Consultants,or Contractors terminate their agreements with the Design-Builder for cause,to obtain a limited,irrevocable and non-exclusive license solely and exclusively for purposes of constructing,using,maintaining, altering and adding to the Project,provided that the Owner agrees to pay to the Architect,Consultant or Contractor al I amounts due. § 12.3.2 Reserved.. ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 Termination or Suspension Prior to Execution of the Design-Build Amendment § 13.1.1 If the Owner fails to make payments to the Design-Builder for Work prior to execution of the Design-Build Amendment in accordance with this Agreement,such failure shall be considered substantial nonperformance and cause for termination or,at the Design-Builder's option,cause for suspension of performance of services under this Agreement.If the Design-Builder elects to suspend the Work,the Design-Builder shall give seven days'written notice to the Owner before suspending the Work.In the event of a suspension of the Work,the Design-Builder shall have no liability to the Owner for delay or damage caused by the suspension of the Work.Before resuming the Work,the Design-Builder shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Design-Builder's Work.The Design-Builder's compensation for,and time to complete,the remaining Work shall be equitably adjusted. § 13.1.2 If the Owner suspends the Project,the Design-Builder shall be compensated for the Work performed prior to notice of such suspension. When the Project is resumed,the Design-Builder shall be compensated for expenses incurred in the interruption and resumption of the Design-Builder's Work.The Design-Builder's compensation for, and time to complete,the remaining Work shall be equitably adjusted. Inlet. AIA Document A141'-2014.Copyright 0 2004 and 2014 by The American Institute of Architects.All rights reserved.The'Amencan Institute of Architects,'"AIA,' the AIA Logo.and-AIA Contract Documents"are registered trademarks and may not be used without permission This document was produced by AIA software at 27 18:02:26 ET on 01/25/2023 under Order No.2114402301 which expires on 01/2412024,is not for resale,is licensed for one-time use only,and may only be used in 1 accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copynght@aia.org. User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E381-4FF0-8460-F320S076EC12 § 13.1.3 I f the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Design-Builder,the Design-Builder may terminate this Agreement by giving not less than seven days'written notice. § 13.1.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 13.1.5 The Owner may terminate this Agreement upon not less than seven days'written notice to the Design-Builder for the Owner's convenience and without cause. § 13.1.6 In the event of termination not the fault of the Design-Builder,the Design-Builder shall be compensated for Work performed prior to termination,together with Reimbursable Expenses then due and any other expenses directly attributable to termination for which the Design-Builder is not otherwise compensated. In no event shall the Design-Builder's compensation under this Section 13.1.E be greater than the compensation set forth in Section 2.1. § 13.2 Termination or Suspension Following Execution of the Design-Build Amendment § 13.2.1 Termination by the Design-Builder § 13.2.1.1 The Design-Builder may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Design-Builder,the Architect,a Consultant,or a Contractor,or their agents or employees,or any other persons or entities performing portions of the Work under direct or indirect contract with the Design-Builder,for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government,such as a declaration of national emergency that requires all Work to be stopped; .3 Because the Owner has not issued a Certificate for Payment and has not notified the Design-Builder of the reason for withholding certification as provided in Section 9.5.1,or because the Owner has not made payment on a Certificate for Payment within the time stated in the Design-Build Documents;or .4 The Owner has failed to furnish to the Design-Builder promptly,upon the Design-Builder's request, reasonable evidence as required by Section 7.2.7. § 13.2.1.2 The Design-Builder may terminate the Contract if,through no act or fault of the Design-Builder,the Architect,a Consultant,a Contractor,or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Design-Builder,repeated suspensions,delays or interruptions of the entire Work by the Owner as described in Section 13.2.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion,or 120 days in any 365-day period,whichever is less. § 13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 13.2.1.2 exists,the Design-Builder may,upon seven days'written notice to the Owner,terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit,costs incurred by reason of such termination,and damages. § 13.2.1.4 if the Work is stopped for a period of 60 consecutive days through no act or fault of the Design-Builder or any other persons or entities performing portions of the Work under contract with the Design-Builder because the 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. AIA Document A141- -2014.Copyright 02004 and 2014 by The American Institute of Architects.All rights reserved_The"Amencan Institute of Architects,'"AIA.' Init. the AIA Logo.and-AiA Contract Documents"are registered trademarks and may not be used without permission This document was produced by AIA software at 28 18:02:26 ET on 01/25/2023 under Order No.2114402301 which expires on 0 1/2 412 0 24.is not for resale,is licensed for one-time use only,and may only be used in I accordance with the AIA Contract Documents®Terms of Service-To report copyright violations,e-mail copynght@aia,org User Notes: (1379031125) DocuSign Envelope ID:BE8293C8-E3B1-4FFo-8460-F3208076EC12 § 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 1f the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages incurred by the Owner and not expressly waived,such excess shall be paid to the Design-Builder. If such costs and damages exceed the unpaid balance,the Design-Builder shall pay the difference to the Owner.The obligation for such payments shall survive termination of the Contract. § 13.2.3 Suspension by the Owner for Convenience § 13.2.3.1 The Owner may,without cause,order the Design-Builder in writing to suspend,delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 13.2.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension,delay or interruption as described in Section 13.2.3.1.Adjustment of the Contract Sum shall include profit.No adjustment shall be made to the extent .1 that performance is,was or would have been so suspended,delayed or interrupted by another cause for which the Design-Builder is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 13.2.4 Termination by the Owner for Convenience § 13.2.4.1 The Owner may,at any time,terminate the Contract for the Owner's convenience and without cause. § 13.2.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience,the Design-Builder shall .1 cease operations as directed by the Owner in the notice; ,2 take actions necessary,or that the Owner may direct,for the protection and preservation of the Work; and, .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing Project agreements,including agreements with the Architect,Consultants, Contractors,and purchase orders,and enter into no further Project agreements and purchase orders. § 13.2.4.3 In case of such termination for the Owner's convenience,the Design-Builder shall be entitled to receive payment for Work executed,and costs incurred by reason of such termination',along with reasonable overhead and profit on the Work not executed. ARTICLE 14 CLAIMS AND DISPUTE RESOLUTION § 14.1 Claims § 14.1.1 Definition.A Claim is a demand or assertion by one of the parties seeking,as a matter of right,payment of money,or other relief with respect to the terms of the Contract.The term"Claim"also includes other disputes and matters in question between the Owner and Design-Builder arising out of or relating to the Contract.The responsibility to substantiate Claims shall rest with the party making the Claim. § 14.1.2 Time Limits on Claims.The Owner and Design-Builder shall commence all claims and causes of action, whether in contract,tort,breach of warranty or otherwise,against the other,arising out of or related to the Contract in accordance with the requirements of the binding dispute resolution method selected in Section 1.3,within the time Init. AIA Document A141- -2014.Copyright m 2004 and 2014 by The American Institute of Architects.Ail rights reserved.The"American Institute of Architects.""AIA." the AIA Logo,and"AIA Contract documents"are registered trademarks and may not be used without permission This document was produced by AIA software at 29 18:02:26 ET on 01/25/2023 under Order No.2114402301 which expires on 01/24/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°C Terms of Service.To report copyright violations,e-mail copyright@aia,org. User Notes: (1379031125) DocuSign Envelope ID.8E8293C8-E3B1-4FF0-8460-F320B076EC12 period specified by applicable law,but in any case not more than 10 years after the date of Substantial Completion of the Work.The Owner and Design-Builder waive all claims and causes of action not commenced in accordance with this Section 14.1.2. § 14.1.3 Notice of Claims § 14.1.3.1 Prior To Final Payment.Prior to Final Payment,Claims by either the Owner or Design-Builder must be initiated by written notice to the other party within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim,whichever is later. § 14.1.3.2 Claims Arising After Final Payment.After Final Payment,Claims by either the Owner or Design-Builder that have not otherwise been waived pursuant to Sections 9.10.4 or 9.10.5,must be initiated by prompt written notice to the other party.The notice requirement in Section 14.1.3.1 and the Initial Decision requirement as a condition precedent to mediation in Section 14.2,l shall not apply. § 14.1.4 Continuing Contract Performance.Pending final resolution of a Claim,except as otherwise agreed in writing or as provided in Section 9-7 and Article 13,the Design-Builder shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Design-Build Documents. § 14.1.5 Claims for Additional Cost.If the Design-Builder intends to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the portion of the Work that relates to the Claim.Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 14.1.6 Claims for Additional Time § 14.1.6.1 If the Design-Builder intends to make a Claim for an increase in the Contract Time,written notice as provided herein shall be given.The Design-Builder's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work.In the case of a continuing delay,only one Claim is necessary. § 14.1.6.2 If adverse weather conditions are the basis for a Claim for additional time,such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time,could not have been reasonably anticipated,and had an adverse effect on the scheduled construction. § 14.1.7 Claims for Consequential Damages The Design-Builder and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract.This mutual waiver includes .1 damages incurred by the Owner for rental expenses,for losses of use,income,profit,financing, business and reputation,and for loss of management or employee productivity or of the services of such persons;and .2 damages incurred by the Design-Builder for principal office expenses including the compensation of personnel stationed there, for losses of financing,business and reputation,and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable,without limitation,to all consequential damages due to either party's termination in accordance with Article 13.Nothing contained in this Section 14.1.7 shall be deemed to preclude an award of liquidated damages,when applicable,in accordance with the requirements of the Design-Build Documents. § 14.2 Initial Decision § 14.2.1 An initial decision shall be required as a condition precedent to mediation of all Claims between the Owner and Design-Builder initiated prior to the date final payment is due,excluding those arising under Sections 10.3 and 10.4 of the Agreement and Sections B.3.2.9 and B.3.2.10 of Exhibit B to this Agreement,unless 30 days have passed after the Claim has been initiated with no decision having been rendered.Unless otherwise mutually agreed in writing, the Owner shall render the initial decision on Claims. § 14.2.2 Procedure § 14.2.2.1 Claims Initiated by the Owner.If the Owner initiates a Claim,the Design-Builder shall provide a written response to Owner within ten days after receipt of the notice required under Section 14.1.3.1.Thereafter,the Owner shall render an initial decision within ten days of receiving the Design-Builder's response:(1)withdrawing the Claim AIA document A741--2014.CopyrightC 2oo4 and 2014 by The American Institute of Architects.All rights reserved.The'Amencan Institute of Architects,"ASA,- Init. the AIA Logo,and'AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 30 18:02:26 ET on 0112512023 under Order No.2114402301 which expires on 0112412024.is not for resale,is licensed for one-time use only.and may only be used in 1 accordance with the AIA Conti-act Documents"Terms of Service.To report copyright violations,e-mail copyright@aia.org User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F320B076EC12 in whole or in part,(2)approving the Claim in whole or in part,or(3)suggesting a compromise. § 14.2.2.2 Claims Initiated by the Design-Builder.If the Design-Builder initiates a Claim,the Owner will take one or more of the following actions within ten days after receipt of the notice required under Section 14.1.3.1: (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 on the requested supporting data,(2)advise the Owner when the response or supporting data will be furnished or(3)advise the Owner that no supporting data will be furnished.Upon receipt of the response or supporting data,if any,the Owner will either reject or approve the Claim in whole or in part. § 14.2.5 The Owner's initial decision shall(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 on the parties but subject to mediation and,if the parties fail to resolve their dispute through mediation,to binding dispute resolution. § 14.2.6 Either party may file for mediation of an initial decision at any time,subject to the terms of Section 14.2.6.1. § 14.2.6.1 Either party may,within 30 days from the date of an initial decision,demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required,then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. § 14.2.7 In the event of a Claim against the Design-Builder,the Owner may,but is not obligated to,notify the surety,if any,of the nature and amount of the Claim. If the Claim relates to a possibility of a Design-Builder's default,the Owner may,but is not obligated to,notify the surety and request the surety's assistance in resolving the controversy. § 14.2.8 If a Claim relates to or is the subject of a mechanic's lien,the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. § 14.3 Mediation § 14.3.1 Claims,disputes,or other matters in controversy arising out of or related to the Contract,except those waived as provided for in Sections 9.10.4,9.10.5,and 14.1.7,shall be subject to mediation as a condition precedent to binding dispute resolution. § 14.3.2 The parties shall endeavor to resolve their Claims by mediation which,unless the parties mutually agree otherwise,shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contract,and filed with the person or entity administering the mediation.The request may be made concurrently with the filing of binding dispute resolution proceedings but,in such event, mediation shall proceed in advance of binding dispute resolution proceedings,which shall be stayed pending mediation for a period of 60 days from the date of filing,unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this Section 14.3.2,the parties may nonetheless proceed to the selection of the arbitrator(s)and agree upon a schedule for later proceedings. § 14.3.3 The parties shall share the mediator's fee and any filing fees equally.The mediation shall be held in the place where the Project is located,unless another location is mutually agreed upon.Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction. (Paragraphs deleted) Init. AIA Document A141--2014.Copyright®2004 and 2014 by The American losbtute of Architects,AJI rights reserved.The'Amencan Institute of Architects.""AIA the AIA Logo_and'AIA Contract Documents"are registered trademarks and may not be used without permission This document was produced by AIA software at 31 1&02 26 ET on 01/26/2023 under Order No.2114402301 which expires on 01/2412024,is not for resale,is licensed for one-time use only,and may only be used in f accordance with the AIA Contract Documents Terms of Service.To report copyright violations,e-mail copydght@aia.org_ User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3B1-4Fi`0-8460-F320B076EC12 § 14.4 Reserved. ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Governing Law The Contract shall be governed by the law of the place where the Project is located except that,if the parties have selected arbitration as the method of binding dispute resolution,the Federal Arbitration Act shall govern Section 14.4. § 15.2 Successors and Assigns § 15.2.1 The Owner and Design-Builder,respectively,bind themselves,their partners,successors,assigns and legal representatives to the covenants,agreements and obligations contained in the Design-Build Documents. Except as Provided in Section 15.2.2,neither parry to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent,that party shall nevertheless remain legally responsible for all obligations under the Contract. § 15.2.2 The Owner may,without consent of the Design-Builder,assign the Contract to a lender providing construction financing for the Project,if the lender assumes the Owner's rights and obligations under the Design-Build Documents.The Design-Builder shall execute all consents reasonably required to facilitate such assignment. § 15.2.31f the Owner requests the Design-Builder,Architect,Consultants,or Contractors to execute certificates,other than those required by Section 3.1.10,the Owner shall submit the proposed language of such certificates for review at least 14 days prior to the requested dates of execution. 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 Rights and Remedies § 15.4.1 Duties and obligations imposed by the Design-Build Documents,and rights and remedies available thereunder,shall be in addition to and not a limitation of duties,obligations,rights and remedies otherwise imposed or available by law. § 15.4.2 No action or failure to act by the Owner or Design-Builder shall constitute a waiver of a right or duty afforded them under the Contract,nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder,except as may be specifically agreed in writing. § 15.5 Tests and Inspections § 15.5.1 Tests,inspections and approvals of portions of the Work shall be made as required by the Design-Build Documents and by applicable laws,statutes,ordinances,codes,rules and regulations or lawful orders of public authorities.Unless otherwise provided,the Design-Builder shall make arrangements for such tests,inspections and approvals with an independent testing laboratory or entity acceptable to the Owner,or with the appropriate public authority,and shall bear all related costs of tests,inspections and approvals.The Design-Builder shall give the Owner timely notice of when and where tests and inspections are to be made so that the Owner may be present for such procedures.The Owner shall bear costs of(1)tests,inspections or approvals that do not become requirements until after bids are received or negotiations concluded,and(2)tests,inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Design-Builder. § 15.5.2 If the Owner determines that portions of the Work require additional testing,inspection or approval not included under Section 15.5.1,the Owner will instruct the Design-Builder to make arrangements for such additional testing,inspection or approval by an entity acceptable to the Owner,and the Design-Builder shall give timely notice to Init. AIA Document A141' -2014.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved.The'Amencan Institute of Architects,'"AIA' the AIA Logo.and"AIA Contract Documents-are registered trademarks and may not be used without permission This document was produced by AIA software at 32 18:02:26 ET on 01/25/2023 under Order No.2114402301 which expires on 01/24/2024,is not for resale.is licensed for one-time use only,and may only be used in 1 accordance with the AIA Contract Documents Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: (1 379031 1 25) DocuSign Envelope ID:8E8293C8-E3B1-4FFO-8460-F320B076EC12 the Owner of when and where tests and inspections are to be made so that the Owner may be present for such procedures. Such costs,except as provided in Section 15.5.3,shall be at the Owner's expense. § 15.5.3 If such procedures for testing,inspection or approval under Sections 15.5.1 and 15.5.2 reveal failure of the portions of the Work to comply with requirements established by the Design-Build Documents,all costs made necessary by such failure shall be at the Design-Builder's expense_ § 15.5.4 Required certificates of testing,inspection or approval shall,unless otherwise required by the Design-Build Documents,be secured by the Design-Builder and promptly delivered to the Owner. § 15.5.5 If the Owner is to observe tests,inspections or approvals required by the Design-Build Documents,the Owner will do so promptly and,where practicable,at the normal place of testing. § 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made promptly to avoid unreasonable delay in the Work. § 15.6 Confidential Information To the extent permitted by Idaho law,if the Owner or Design-Builder transmits Confidential Information,the transmission of such Confidential Information constitutes a warranty to the party receiving such Confidential Information that the transmitting party is authorized to transmit the Confidential Information.If a party receives Confidential Information,the receiving party shall,to the extent permitted by Idaho law,keep the Confidential Information strictly confidential and shall not disclose it to any other person or entity except as set forth in Section 15.6.1. § 15.6.1 A party receiving Confidential Information may disclose the Confidential Information as required by law or court order,including a subpoena or other form of compulsory legal process issued by a court or governmental entity. A party receiving Confidential Information may also disclose the Confidential Information to its employees, consultants or contractors in order to perform services or work solely and exclusively for the Project,provided those employees,consultants and contractors are subject to the restrictions on the disclosure and use of Confidential Information as set forth in this Contract. § 15.7 Capitalization Terms capitalized in the Contract include those that are(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"an,"but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 15.8.2 Unless otherwise stated in the Design-Build Documents,words which have well-known technical or construction industry meanings are used in the Design-Build Documents in accordance with such recognized meanings. ARTICLE 16 SCORE OF THE AGREEMENT § 16.1 This Agreement is comprised of the following documents listed below: .1 A[A Document A141Tm 2014,Standard Form of Agreement Between Owner and Design-Builder .2 AIA Document A141Tw-2014,Exhibit A,Design-Build Amendment,if executed .3 A[A Document A141T"L2014,Exhibit B,Insurance and Bonds .4 AIA Document A141Tht2014,Exhibit C,Sustainable Projects,if completed .5 AIA Document E203Tw-2013,Building Information Modeling and Digital Data Exhibit,if completed, or the following:Not Applicable. .6 Other: Init. AIA Document A141' -2014,Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved.The"American l nsttute of Architects,"'AIA the AIA Logo.and'AlA Contract Documents"are registered trademarks and may not be used without permission This document was produced by AIA software at 33 W02:26 ET on 0 112 512 02 3 under Order No.2114402301 which expires on 01124/2024,is not for resale,is licensed for one-time use only,and may only be used in 1 accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: (1379031125) ❑ocuSign Envelope ID:8E8293C8-E3B1-4FF4-8460-F320B076EC12 Exhibit D—Owner Request for Proposals Exhibit E—Design-Builder Proposal This Agreement entered into as of the day and year first written above. DoCuSigned 6y: OWNER(Signature) DESiG - . ignature) Robert E.Simison Mayor Graham Taylor Di rector of Public Sector (Printed name and title) 2-28-2023 (Printed name and title) Attest: Chris Johnson, City Clerk 2-28-2023 Init. AIA Document A141- -2014.Copyright C 2004 and 2014 by The Amencan Institute of Architects.All rights reserved.The`American i nstrtute of Architects"AIA" the AIA Logo,and-AIA Contract Documents"are registered trademarks and may not be used without permission This documentwas produced by AIA software at 34 18:02:26 ET on 01125f2023 under Order No.2114402301 which expires on 0112412024,is not for resale,is licensed for one-time use only,and may only be used in 1 accordance with the AIA Contract Documents"Terms of Service,To report copyright violations,e-mail copyright@aia.org. User Notes: (1379031125) DocuSign Envelope ID 8E8293C8-E3B1-4FF0-8460-F320B076EC12 Additions and Deletions Report for AIA® Document A 141- — 2014 This Additions and Deletions Report,as defined on page 1 of the associated document,reproduces below all text the author has added to the standard form AIA document in order to complete it,as well as any text the author may have added to or deleted from the original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by AEA software at 1 ti:02:26 ET on 01/25/2023. PAGE AGREEMENT made as of the day of in the year 2023 City of Meridian an Idaho municipal corporation 33 E. Broadway Ave. Meridian,Idaho 83642 Fatbeam LLC 2065 W.Riverstone Dr.,Suite 202 Coeur d'Alene,Idaho 83814 Design-Build Services for Conduit&Fiber Installation for Fire Safety Center PAGE 2 C SUSTAINABLE PROJECTS D OWNER REQUEST FOR PROPOSALS E DESIGN-BUILDER PROPOSAL § 1.1.1 The Owner's program for the Project: As set forth in Exhibit D,Owner Request for Proposals,and Exhibit E, Desit~n-Builder Proposal. PAGE 3 § 1.1.2 The Owner's design requirements for the Project and related documentation:As set forth in Exhibit D,Owner Request for Proposals,and Exhibit E.Design-Builder Proposal, § 1.1.3 The Project's physical characteristics:As set forth in Exhibit D,Owner Request for Proposals,and Exhibit E, Design-Builder Proposal. Additions and Deletions Report for AIA Document A141' -2014.Copyright 0 2004 and 2014 by The American Institute of Architects.All rights reserved.Tne American Institute of Architects,'"AIA,'the AIA Logo,and-AIA Contract Documents are registered trademarks and may not be used without permission This document was produced by AIA software at 18:02:26 ET on 01/25/2023 under Order No.2114402301 which expires on 0 112 4/2 024,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 copy right@aia_org User Notes: (1379031125) DocuSign Envelope ID 8E8293C8-F3B1-4FF0-8460-F320B076EC12 § 1.1.4 The Owner's anticipated Sustainable Objective for the Project,if any: Not applicable. § 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:Not applicable. § 1.1.6 The Owner's budget for the Work to be provided by the Design-Builder is set forth below: Sixty thousand seven hundred twenty dollars($60,720A0),as set forth in Exhibit E,Design-Builder Proposal. As set forth in Exhibit E,Design-Builder Proposal,except that all Start and Due dates set forth in Exhibit E shall be adjusted as follows: I calculate the number of calendar days that have elapsed from December 14,2022,to the date that this Agreement is executed by the Owner("Number of Calendar Days"),then(2)add the Number of Calendar Days to the Start and Due dates set forth in Exhibit E, Design-Builder Proposal. As set forth in Exhibit E Design-Builder Proposal,except that all Start and Due dates set forth in Exhibit E shall be adjusted as follows:(1)calculate the number of calendar days that have elapsed from December 14,2022,to the date that this Agreement is executed by the Owner("Number of Calendar Days"),then(2)add the Number of Calendar Days to the Start and Due dates set forth in Exhibit E, Design-Builder Proposal. PAGE 4 As set forth in Exhibit E.Design-Builder Proposal,except that all Start and Due dates set forth in Exhibit E shall be adiusted as follows:(1)calculate the number of calendar days that have elapsed from December 14,2022,to the date that this Agreement is executed by the Owner("Number of Calendar Days");then(2)add the Number of Calendar Days to the Start and Due dates set forth in Exhibit E, Design-Builder Proposal. As set forth in Exhibit E,Design-Builder Proposal,except that all Start and Due dates set forth in Exhibit E shall be adiusted as follows:(1)calculate the number of calendar days that have used from December 14 2022 to the date that this Agreement is executed by the Owner "Number of Calendar Days"),then(2)add the Number of Calendar Days to the Start and Due dates set forth in Exhibit E, Design-Builder Proposal. As set forth in Exhibit E Desi -Builder Proposal,exc t that all Start and Due dates set forth in Exhibit E shall be adjusted as follows:(1)calculate the number of calendar days that have elapsed from December 14 2022 to the date that this Agreement is executed by the Owner "Number of Calendar Days");then(22)add the Number of Calendar Days to the Start and Due dates set forth in Exhibit E, Design-Builder Proposal. Not applicable. Additions and Deletions Report for AIA document A141' —2a14.Copyright®2004 and 2014 by The American Institute of Architects_All rights reserved_The -American Institute of Architects. 'AIA"the AIA Logo.and`AIA Contract Documents,are registered trademarks and may not be used without permission This 2 document was produced by AIA software at 18:02:26 ET on 01/25/2023 under Order No.2114402301 which expires on 0 112 412 024,is not for resale,is licensed for one-time use only,and may only be used in accordance wdh the AIA Contract Documents®Terms of Service.To report copyright violations.e-mail copyright@aia.org. User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8480-F320B076EC12 Not applicable. Not applicable. § 1.1.9 Additional Owner's Criteria upon which the Agreement is based:As set forth in Exhibit D,Owner Request for Proposals,and Exhibit E,Design-Builder Proposal. PAGE 5 Dave Tiede Chief Information Officer City of Meridian 33 E. Broadway Ave. Meridian,Idaho 83642 As determined by Owner's representative. Not applicable. Christopher Davis Project Manager Fatbeam,LLC 2065 W.Riverstone Dr.,Suite 202 Coeur d'Alene Idaho 83814 [ ] Arbitration pursuant to Section 14.4 Not applicable. [ X Litigation in a court of competent jurisdiction [ ] Other:�jAKczfyjNot applicable. PAGE 7 § 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-Btiild Amendment,the Owner shall compensate the Design-Builder as follows:Not applicable_(included in Guaranteed Maximum Price as set forth in Exhibit A). Not applicable. § 2.1.3 Compensation for Reimbursable Expenses Prior To Execution of Design-Build Amendment Not applicable. Additions and Deletions Report for AIA Document A141- -2014.Copyright m 2004 and 2014 by The American Institute of Architects.All rights reserved.The "American Institute of Architects"'AIA,"the AIA Logo,and'AIA Contract Documents'are registered trademarks and may not be used without permission This 3 document was produced by AIA software at 18:02:26 ET on 0 112 5/2 0 2 3 under prder No.2114402301 which expires on 0112412024,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 copyright a@aia,org, User Notes: (1379031125) DocuSign Envelope ID 8E8293C8-E3131-4FF0-8460-F320B076EC12 Section 2.1.3.1,in its entirety,not applicable. § 2.1.3.2 For Reimbursable Expenses,the compensation shall be the expenses the Design-Builder and the Design-Builder's Architect,Consultants and Contractors incurred,plus an administrative fee of percent( %)of the expenses incurred.Not applicable. § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice.Amounts unpaid { ) days after the invoice date steal I bear interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Design-Builder.Not applicable. PAGE 8 § 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.Not applicable. PAGE 10 § 3.1.14 Indemnification;Limitation of Liability § 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 third 1)aqyclaims,and any damages,losses and expenses,including but not limited to attorneys' fees,incurred as a result of such third party claims,arising out of or resulting from a li ent or willful performance of the Work of the Design-Builder,Architect,a Consultant,a Contractor,or anyone directly or indirectly employed by t:.,m o e for-whose aeiis they-- •be riaMe them,causingpersonal or bodily iniurY includin death),or propeqy damage(including loss of use). 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 abli.gation-under this Seetien 3.i,14 shall not be limited by., limillat' t�T@ of damages,eampensa;ieH,or benefits payable by or fer Design BUid@F,AFC-hitee-t,aC-ofisultant,aC-eiitf:aeteF�of bli ations in this A reement shall be limited to direct dams es actuail reasonabl incurred b the other paqy in reasonable reliance 12lus applicable legal fees in accordance with this Agreement. IN NO OTHER EVENT WILL: A EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY SPECIAL INDIRECT INCIDENTAL CONSEQUENTIAL OR EXEMPLARY DAMAGES LOSSES OR EXPENSES INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION LOST BUSINESS LOST PROFITS OR LOST SAVINGS OF ANY NATURE ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF SUCH PARTY WILL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT NEGLIGENCE TORT STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY. PAGE 11 None. PAGE 14 § 5.6.1 The Design BtfildeF shall inelude in the GOHI[Faet SUM Hill allawanees stated in the Design Btlild DeftHients. Rems,ea,,,ered by allowaneeg shall be supplied for sueh affiettilis,and by sueh peFsens or entities as the Owner Fmay direet Fease�em 4 allewanees shall eever the cost to the Design BuildeF efFnatei-iiiis and equipmew delivefed at the site and all required taxes, to pli able t..ade di nt., Additions and Deletions Report for AIA Document A141- -2014 Copyright®2004 and 2014 by The American Institute of Architects,All rights reserved.The 'American Institute of Architects,"-AIA.the AIA Logo,and-AIA Contract Documents"are registered trademarks and may not be used without permission This 4 document was produced by AIA software at 18:02:26 ET on 0112512023 under Order No.2114402301 which expires on 0112412024,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 copynght violations,e-mail copyright@aia org, User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F320B076EC12 .2 the Design-buildeF's-oests feF unleading-and handling at the site,t—moornstallatiEla e0sts,ayef lead, Sum but not in the allewenees; and .3 whenever e@51[s aF0 MOM thl-40 OF less than allowanees,th@ C-OfltFaet Sum shall bo aE�tisted aceerdingly Seetion c ,c 2 vccrror�rvzs 5.6.3 The Ownep shall make selections of materials alld equipment with feasenabie pfeHiptness&F allawanees § 5.6 Reserved. PAGE 25 § 10.3.3 Te the ftillest ement peFmitted by low, Seellien 10.3.1 and has Fiet beeH r-endered hafffiless,pfevided that sueh elaim,damage,less eF expense is attribtitable to bodily iii:�ufy,sie4kess,disease er-death,or ile injkify te,er destmellien ef-,tangible preper�y(other-thim the Wefk itself),exeept le the e*4ent that sueh damage,WSS OF e*pense is due ta the fault oF negjigenee of the pafty seeking :Reserved. § 10.3.6 ,without negligenee on the pei4 efthe Design Ru4deF;,ithe Design Rtiildef:is held liable by a govemment reEteir-ed by the Design Build Deeuments,the 09ffler-shall indemnify the Plesip Ruildef for-all ee5ii and expense �hefeby ineuFFed Reserved. PAGE 27 § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect,Consultants,and Contractors,that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12.The Design-Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner,in the event this Agreement is terminated for any reason other than the default of the Owner or in the event the Design-Builder's Architect,Consultants,or Contractors terminate their agreements with the Design-Builder for cause,to obtain a limited,irrevocable and non-exclusive license solely and exclusively for purposes of constructing,using,maintaining, altering and adding to the Project,provided that the Owner(1)agFees agees to pay to the Architect,Consultant or Contractor all amounts ue. § 12.3.2 in thi eyent the Owner alters the 1fislifements ef Sen,iee without the aidther'�written attihei�zatien er uses the Design BuMeF,Arehilleet,Consultants,Cefitmeters and any ether per-sen or enili�y pfevidi erk for an), by low,fkiAher agrees to ifidefnnif�and hold hafmiess the Design BuildeF,AFehiileet,Consuhants,Contfaeters and any 13.12.Reserved.. PAGE 31 Additions and Deletions Report for AIA Document A141- -2014.Copyright C 2004 and 2014 by The American Institute of Architects.All rights reserved.The -Amencan Institute of Architects'"AIA."the AIA Logo.and-AIA Contract Documents'are registered trademarks and may not be used without permission This 5 document was produced by AIA software at 16:02:26 ET on 01/25/2023 under Order No.2114402301 which expires on 0112412024,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 copyright@aia org user Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E361-4FF0-8460-F320B076EC12 14.4 Arbitration AlFbi!Ffftieft Rules in effee4 en the date of lihe Agreement.A demand fef arbitration shall be made in wFilling,defiveFed to the other paFty to the Cofitr-aet,and Aled with the pefsen or iontity administering the arbilir-ation.The pa"filing a fiefiee efdemaad for arNtr_RtiR_R muSt 05seo'n the demmid all Claims then known W that pa"enwhich AFhilraties is p@R:nitted to _e demanded. § 14.4.1.1 A demand f�f aFbitfatien shall be Faade fie L-arliff thffit e8nekiffelitly with the filing efa r-equest FRediation,but in no evefit shall it be made aftef lihe date when the institution of!@gal or equillable preeeedings based an aFbiiration shall eonslikute the institidtion of legal or equitEible pr-eeeedings based on the GI ReeHFdaEk6e with pli able l in any auif41."•,ing ,tea: othe •i-7bitratian to„•1 ieh:t: a ufty provided the!(1)the arbitf tion ogre r.t.. R the athef:arbitfation that the f3aFty sought to be i1eined Consents Ajoinder. C-enseRt$F1 Fkr4;0tFAfiofi ifivelving aft additional de r-ibed in the• r:ttean a nt 14.4 Reserved. PAGE 33 9-To the extent permitted by Idaho law,if the Owner or Design-Builder transmits Confidential Information,the transmission of such Confidential Information constitutes a warranty to the party receiving such Confidential Information that the transmitting party is authorized to transmit the Confidential Information. If a party receives Confidential Information,the receiving party shaft-shall,to the extent permitted by Idaho taw,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. .5 AIA Document E203T"L-2013,Building Information Modeling and Digital Data Exhibit,if completed, or the following:Not Applicable. .6 Other: Additions and Deletions Report for AIA Document A141- -2 o 14.Copyright 0 2004 and 2014 by The American Institute of Architects.All rights reserved.The 'American Institute of Architects'"AIA."the AIA Logo,and-AIA Contract Documents'are registered trademarks and may not be used without permission This 6 document was produced by AIA software at 18:02:26 ET on 01/25/2023 under Order 13o.2114402301 which expires on 0112412024,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 copyrightgmaia.org. User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3B1-4FFD-8464-F324B476EC12 Exhibit D—Owner Request for Proposals Exhibit E—Design-Builder Proposal PAGE 34 Robert E. Simison Mavor Additions and Deletions Report for AIA Document A141- -2a 14.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved_The American Institute of Architects,'"AIA.-the AIR Logo.and"AIA Contract Documents"are registered trademarks and may not be used without permission This 7 document was produced by AIA software at W02:26 ET on 01/25/2023 under Order No-2114402301 which expires on 0 112 4/2 024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the MA Contras Documents®Terms of Service To report copyright violations,e-mail copyright@aie.org. User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F320B076EC12 Certification of Document's Authenticity AW Document D409 — — 2003 I,City of Meridian,hereby certify,to the best of my knowledge,information and belief,that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 18:02:26 ET on 01/25/2023 under Order No.2114402301 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA'I Document A 14 I TM—2014,Standard Form of Agreement Between Owner and Design-Builder,as published by the AIA in its software,other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dated) ALA Document D401- -2003.Copyright Q 1992 and 2003 by The American Institute of Architects.All rights reserved.The"American Institute of Architects.' "AIA,"the AIA Logo.and WA Contract Documents'are registered trademarks and may not be used without permission This document was produced by AIA software at 1&02,26 ET on 01/2512023 under Order No.2114402301 which expires on 01/2412024,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 copyright@aia,org. User Notes: (1379031125) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F320B076EC12 3��0 01. Document A141 - 2014 Exhibit A Design-Build Amendment This Amendment is incorporated into the accompanying AIA Document A 141T"1--2014, Standard Form of Agreement Between Owner and Design-Builder dated the day of in the year 2023 (the"Agreement") (In words, indicate day, month and year.) ADDITIONS AND DELETIONS: The author of this document has for the following PROJECT: added information needed for its completion.The author may also (Name and location or address) have revised the text of the original AIA standard form.An Additions and Design-Build Services for Conduit&Fiber Installation for Deletions Report that notes added Fire Safety Center information as well as revisions to the standard form text is available from THE OWNER: the author and should be reviewed.A (Name, legal status and address) vertical line in the left margin of this document indicates where the author 1 City of Meridian an Idaho municipal corporation has added necessary information 33 E. Broadway Ave.,Meridian,Idaho 83642 and where the author has added to or deleted from the original AIA text. THE DESIGN-BUILDER: ( This document has important legal Name, legal status and address) consequences.Consultation with an Fatbeam LLC attorney is encouraged with respect to its completion or modification. 2065 W.Riverstone,Suite 202,Coeur d'Alene,Idaho 83814 Consultation with an attorney is also The Owner and Design-Builder hereby amend the Agreement as follows. encouraged with respect to professional licensing requirements TABLE OF ARTICLES in the jurisdiction where the Project is located. A.1 CONTRACT SUM A.2 CONTRACT TIME A.3 INFORMATION UPON WHICH AMENDMENT IS BASED A.4 DESIGN-BUILDER'S PERSONNEL,CONTRACTORS AND SUPPLIERS A.5 COST OF THE WORK ARTICLE A.1 CONTRACT SUM § A.1.1 "The Owner shall pay the Design-Builder the Contract Sum in current funds for the Design-Builder's performance of the Contract after the execution of this Amendment.The Contract Sum shall be one of the following: (Check the appropriate box.) [ ] Stipulated Sum,in accordance with Section A.1.2 below Not applicable. [ ] Cost of the Work plus the Design-Bui[der's Fee,in accordance with Section A.1.3 below Not applicable. [ X ] Cost of the Work plus the Design-Builder's Fee with a Guaranteed Maximum Price,in accordance with Section A.1.4 below Init. AIA Document A141-—2014 Exhibit A.Copyright®2004 and 2014 by The American Institute of Architects.Al rights reserved.The-Amencan Institute of Architects.''AIA'the AIA Logo,and'AIA Contract Documents-are reg+stered trademarks and may not 4e used without permission This document was produced by AIA software at 18:03:18 ET on 01125/2023 under Order No.2114402301 which expires on 01/2412024,is not for resale,is licensed for one-time use only,and t may only be used in accordance with the AIA Contract Documents"Terms of Service.To report copyright violations,e-mail copyright@ata.org. User Notes: (1095251297) DocuSign Envelope ID:8E8293C8-E31314FFO-8460-F320B076EC12 (Based on the selection above, complete Section A.1.2, A.1.3 or A.1.4 below.) § A.1.2 Stipulated Sum Not applicable. § A.1.2.1 The Stipulated Sum shall be ($ ),subject to authorized adjustments as provided in the Design-Build Documents.Not applicable. § A.1.2.2 The Stipulated Sum is based upon the following alternates,if any,which are described in the Design-Build Documents and are hereby accepted by the Owner: Not applicable. (State the numbers or other identification of accepted alternates. If the Owner is permitted to accept other alternates subsequent to the execution of this Amendment, attach a schedule of such other alternates showing the change in Stipulated Sum for each and the deadline by which the alternate must be accepted.) § A.1.2.3 Unit prices,if any:Not applicable. (Identify item, state the unit price, and state any applicable quantity limitations.) Item Units and Limitations Price per Unit($0.00) § A.1.3 Cost of the Work Plus Design-Builder's Fee Not applicable. § A.1.3.1 The Cost of the Work is as defined in Article A.5,Cost of the Work.Not applicable. § A.1.3.2 The Design-Builder's Fee:Not applicable. (State a lump sum,percentage of Cost of the Work or other provision far determining the Design-Builder's Fee, and the method for adjustment to the Fee for changes in the Work) § AAA Cost of the Work Plus Design-Builder's Fee With a Guaranteed Maximum Price § A.1.4.1 The Cost of the Work is as defined in Article A.5,Cost of the Work. § A.1.4.2 The Design-Builder's Fee:Included within the Guaranteed Maximum Price(no additional fee). (State a lump sum,percentage of Cost of the Work or other provision far determining the Design-Builder's Fee and the method for adjustment to the Fee for changes in the Work.) § A.1.4.3 Guaranteed Maximum Price § A.1.4.3.1 The sum of the Cost of the Work and the Design-Builder's Fee is guaranteed by the Design-Builder not to exceed sixty thousand seven hundred twenty dollars ($60,720.00 ),subject to additions and deductions for changes in the Work as provided in the Design-Build Documents.Costs that would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Design-Builder without reimbursement by the Owner. (Insert specific provisions if the Design-Builder is to participate in any savings.) § A.1.4.3.2 Itemized Statement of the Guaranteed Maximum Price Provided below is an itemized statement of the Guaranteed Maximum Price organized by trade categories,allowances, contingencies,alternates,the Design-Builder's Fee,and other items that comprise the Guaranteed Maximum Price.As set forth in Exhibit E,Design-Builder Proposal. (Provide information below or reference an attachment.) Init. AIA Document A141--2014 Exhibit A.Copyright 0 2004 and 2014 by The American Institute of Architects.All rights reserved The'American Institute of Architects''AIA.'the AIA Logo and'AIA Contract Documents'are registered trademarks and may not be used without permission This document was produced by AIA software at 18:03:18 ET on 01/25/2023 under Order No.2114402301 which expires on 0112412024,is not for resale,is licensed for one-time use only,and t may only be used in accordance with the AIA Contract Documents"Terms of Service.To report copyright violations.e-mail copyright@aia.org. User Notes: (1095251297) DocuSign Envelope ID:8E8293C8-E381-4FF0-846D-F32OB076EC12 § A.1.4.3.3 The Guaranteed Maximum Price is based on the following alternates,if any,which are described in the Design-Build Documents and are hereby accepted by the Owner.Not applicable. (State the numbers or other identification of accepted alternates. If the Owner is permitted to accept other alternates subsequent to the execution of this Amendment, attach a schedule of such other alternates showing the change in the Cost of the Work and Guaranteed Maximum Price far each and the deadline by which the alternate must be accepted) § A.1.4.3.4 Unit Prices,if any: Not applicable. (Identify item,state the unit price, and state any applicable quanlil,v limitations.) Item Units and Limitations Price per Unit($0.00) § A.1.4.3.5 Assumptions,if any,on which the Guaranteed Maximum Price is based: As set forth in Exhibit D,Owner Request for Proposals,and Exhibit E,Design-Builder Proposal. § A.1.5 Payments § A.1.5.1 Progress Payments § A.1.5.1.1 Based upon Applications for Payment submitted to the Owner by the Design-Builder,the Owner shall make progress payments on account of the Contract Sum to the Design-Builder as provided below and elsewhere in the Design-Build Documents. § A.1.5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month,or as follows: § A.1.5.1.3 Provided that an Application for Payment is received not later than the last day of the month,the Owner shall make payment of the certified amount to the Design-Builder not later than the thirty(30) days thereafter.if an Application for Payment is received by the Owner after the application date fixed above,payment shall be made by the Owner as soon as practicable,but not later than forty-five ((45) )days after the Owner receives the Application for Payment. (Federal,state or local laws may require payment within a certain period of time.) § A.1.5.1.4 With each Application for Payment where the Contract Sum is based upon the Cost of the Work,or the Cost of the Work with a Guaranteed Maximum Price,the Design-Builder shall submit payrolls,petty cash accounts,receipted invoices or invoices with check vouchers attached,and any other evidence required by the Owner to demonstrate that cash disbursements already made by the Design-Builder on account of the Cost of the Work equal or exceed(1)progress payments already received by the Design-Builder,less(2)that portion of those payments attributable to the Design-Builder's Fee;plus(3)payrolls for the period covered by the present Application for Payment. § A.1.5.1.5 With each Application for Payment where the Contract Sum is based upon a Stipulated Sum or Cost of the Work with a Guaranteed Maximum Price,the Design-Builder shall submit the most recent schedule of values in accordance with the Design-Build Documents.The schedule of values shall allocate the entire Contract Sum among the various portions of the Work.Compensation for design services,if any,shall be shown separately.Where the Contract Sum is based on the Cost of the Work with a Guaranteed Maximum Price,the Design-Builder's Fee shall be shown separately.The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require.This schedule of values,unless objected to by the Owner,shall be used as a basis for reviewing the Design-Builder's Applications for Payment. § A.1.5.1.6 In taking action on the Design-Builder's Applications for Payment,the Owner shall be entitled to rely on the accuracy and completeness of the information furnished by the Design-Builder and shall not be deemed to have made a detailed examination,audit or arithmetic verification of the documentation submitted in accordance with Sections A.1.5.1.4 or A.1.5.1.5,or other supporting data;to have made exhaustive or continuous on-site inspections;or to Init. ALA Document A141"—2014 6rhlbit A.Copyright 02004 and 2014 by The American Institute of Architects.All rights reserved.The-American Institute of Architects.'"AEA,'the AIA Logo,and'AIA Contract Documents-are registered trademarks and may not be used without permiss+on This document was produced 3 by AIA software at 18:03:18 ET on 01/25/2023 under Order No.2114402301 which expires on 01/24/2024,is not for resale,is licensed for one-time use only,and 1 may only be used in accordance with the AIA Ccntract Documents®Terms of Service.To report copyright violations,e-mail copydght@aia.org, User Notes: (1095251297) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F320B076EC12 have made examinations to ascertain how or for what purposes the Design-Builder has used amounts previously paid. Such examinations,audits and verifications,if required by the Owner,will be performed by the Owner's auditors acting in the sole interest of the Owner. § A.i.5.1.7 Except with the Owner's prior approval,the Design-Builder shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § A.1.5.2 Progress Payments—Stipulated Sum Section A.1.5.2,in its entirety,not applicable. § A.1.5.2.1 Applications for Payment where the Contract Sum is based upon a Stipulated Sum shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § A.1.5.2.2 Subject to other provisions of the Design-Build Documents,the amount of each progress payment shall be computed as follows: .1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values,less retainage of percent( %)on the Work. Pending final determination of cost to the Owner of Changes in the Work,amounts not in dispute shall be included as provided in Section 6.3.9 of the Agreement; .2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction(or,if approved in advance by the Owner,suitably stored off the site at a location agreed upon in writing),less retainage of percent( %); .3 Subtract the aggregate of previous payments made by the Owner;and .4 Subtract amounts,if any,the Owner has withheld or nullified,as provided in Section 9.5 of the Agreement. § A.1.5.2.3 The progress payment amount determined in accordance with Section A.1.5.2.2 shall be further modified under the following circumstances: .1 Add,upon Substantial Completion of the Work,a sum sufficient to increase the total payments to the full amount of the Contract Sum,less such amounts as the Owner shall determine for incomplete Work, retainage applicable to such work and unsettled claims;and (Section 9.8.6 of the agreement discusses release of applicable retainage upon Substantial Completion Of Work.) .2 Add,if final completion of the Work is thereafter materially delayed through no fault of the Design-Builder,any additional amounts payable in accordance with Section 9.10.3 of the Agreement. § A.1.5.2.4 Reduction or limitation of retainage,if any,shall be as follows:Not applicable. (If it is intended,prior to Substantial Completion ofthe entire Work, to reduce or limit the retainage resultingfrom the percentages inserted in Sections A.1.5.2.2.1 and A.1.5.2.2.2 above, and this is not explained elsewhere in the Design-Build Documents, insert provisions here for such reduction or limitation.) § A.1.5.3 Progress Payments—Cost of the Work Plus a Fee Section A.1.5.3,in its entirety,not applicable. § A.1.5.3.1 Where the Contract Sum is based upon the Cost of the Work plus a fee without a Guaranteed Maximum Price,Applications for Payment shall show the Cost of the Work actually incurred by the Design-Builder through the end of the period covered by the Application for Payment and for which Design-Builder has made or intends to make actual payment prior to the next Application for Payment. § A.1.5.3.2 Subject to other provisions of the Design-Build Documents,the amount of each progress payment shall be computed as follows: .1 Take the Cost of the Work as described in Article A.5 of this Amendment; .2 Add the Design-Builder's Fee, less retainage of percent( %).The Design-Builder's Fee shall be computed upon the Cost of the Work described in the preceding Section A.1.5.3.2.1 at the rate stated in Section A.1.3.2;or if the Design-Builder's Fee is stated as a fixed sum in that Section,an amount which bears the same ratio to that fixed-sum Fee as the Cost of the Work in that Section bears to a reasonable estimate of the probable Cost of the Work upon its completion; Init. AIA Document A141'—2014 Exhibit A.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved.The'American Insbtute of Architects,"AIA,"the AEA Logo,and'AIA Contract Documents'are registered trademarks and may not be used without permission This document was produced 4 by AIA software at 18:03:18 ET on 0 112 5/202 3 under Order No-2114402301 which expires on 01/2412024,is not for resale,is licensed for one-time use only,and 1 may only be used in accordance with the AIA Contract Documents"Terms of Service.To report copyright violations.e-mail copyright@aia.org, User Notes: (1095251297) DocuSign Envelope ID:8E8293C8-E381-4FF0-8460-F320B076EC12 .3 Subtract retainage of percent( %)from that portion of the Work that the Design-Builder self-performs; .4 Subtract the aggregate of previous payments made by the Owner; .5 Subtract the shortfall,if any,indicated by the Design-Builder in the documentation required by Section A.1.5.1.4 or resulting from errors subsequently discovered by the Owner's auditors in such documentation;and .6 Subtract amounts,if any,for which the Owner has withheld or withdrawn a Certificate of Payment as provided in the Section 9.5 of the Agreement. § A.1.5.3.3 The Owner and Design-Builder shall agree upon(I)a mutually acceptable procedure for review and approval of payments to the Architect,Consultants,and Contractors and(2)the percentage of retainage held on agreements with the Architect,Consultants,and Contractors,and the Design-Builder shall execute agreements in accordance with those terms. § A.1.5.4 Progress Payments—Cost of the Work Plus a Fee with a Guaranteed Maximum Price § A.1.5.4.1 Applications for Payment where the Contract Sum is based upon the Cost of the Work Plus a Fee with a Guaranteed Maximum Price shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment.The percentage of completion shall be the lesser of(1)the percentage of that portion of the Work which has actually been completed;or(2)the percentage obtained by dividing(a)the expense that has actually been incurred by the Design-Builder on account of that portion of the Work for which the Design-Builder has made or intends to make actual payment prior to the next Application for Payment by(b)the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § A.1.5.4.2 Subject to other provisions of the Design-Build Documents,the amount of each progress payment shall be computed as follows: .1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.Pending final determination of cost to the Owner of changes in the Work,amounts not in dispute shall be included as provided in Section 6.3.9 of the Agreement. .2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work,or if approved in advance by the Owner,suitably stored off the site at a location agreed upon in writing; .3 Add the Design-Builder's Fee,less retainage of five percent(5 %).The Design-Builder's Fee shall be computed upon the Cost of the Work at the rate stated in Section A.1.4.2 or,if the Design-Builder's Fee is stated as a fixed sum in that Section,shall be an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion; .4 Subtract retainage of five percent(5 %)from that portion of the Work that the Design-Builder self-performs; .5 Subtract the aggregate of previous payments made by the Owner; .6 Subtract the shortfall,if any,indicated by the Design-Builder in the documentation required by Section A.1.5.1.4 to substantiate prior Applications for Payment,or resulting from errors subsequently discovered by the Owner's auditors in such documentation;and .7 Subtract amounts,if any,for which the Owner has withheld or nullified a payment as provided in Section 9.5 of the Agreement. § A.1.5.4.3 The Owner and Design-Builder shall agree upon(1)a mutually acceptable procedure for review and approval of payments to the Architect,Consultants,and Contractors and(2)the percentage of retainage held on agreements with the Architect,Consultants,and Contractors;and the Design-Builder shall execute agreements in accordance with those terms. § A.1.5.5 Final Payment § A.1.5.5.1 Final payment,constituting the entire unpaid balance of the Contract Sum,shall be made by the Owner to the Design-Builder not later than 30 days after the Design-Builder has fully performed the Contract and the requirements of Section 9.10 of the Agreement have been satisfied,except for the Design-Builder's responsibility to correct non-conforming Work discovered after final payment or to satisfy other requirements,if any,which extend beyond final payment. Init ALA Document A141-—2014 Exhibit A.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved.The'American Institute of Architects -AIA,"the AIA Logo,and'AIA Contract Documents"are registered trademarks and may not be used without permission This document was produced 5 by AIA software at 18:03:18 ET on 01/25/2023 under Order No.2114402301 which expires on 01124l2024,is not for resale,is licensed for one-time use only,and 1 may only be used in accordance with the AIA Contract DocumentO Terms of Service To report copyright vioiations,e-mail copyright@aia.org. User Notes: (1095251297) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F320B076EC12 § A.1.5.5.2 If the Contract Sum is based on the Cost of the Work,the Owner's auditors will review and report in writing on the Design-Builder's final accounting within 30 days after the Design-Builder delivers the final accounting to the Owner. Based upon the Cost of the Work the Owner's auditors report to be substantiated by the Design-Builder's final accounting,and provided the other conditions of Section 9.10 of the Agreement have been met, the Owner will,within seven days after receipt of the written report of the Owner's auditors,either issue a final Certificate for Payment,or notify the Design-Builder in writing of the reasons for withholding a certificate as provided in Section 9.5.1 of the Agreement. ARTICLE A.2 CONTRACT TIME § A.2.1 Contract Time,as defined in the Agreement at Section 1.4.13. is the period of time, including authorized adjustments,for Substantial Completion of the Work. § A.2.2 The Design-Builder shall achieve Substantial Completion of the Work not later than the milestone date set forth in Section 1.1.7.4 of the Agreement or as follows: (Insert number of calendar days.Alternatively, a calendar date may be used when coordinated with the date of commencement. If appropriate, insert requirements for earlier Substantial Completion of certain portions of the Work.)Not applicable. Portion of Work Substantial Completion Date subject to adjustments of the Contract Time as provided in the Design-Build Documents. (Insert provisions, if any,for liquidated damages relating to failure to achieve Substantial Completion on time or for bonus payments for early completion of the Work.) ARTICLE A.3 INFORMATION UPON WHICH AMENDMENT IS BASED § A.3.1 The Contract Sum and Contract Time set forth in this Amendment are based on Exhibit E,Design-Builder Proposal,and the following,if applicable: § A.3.1.1 The Supplementary and other Conditions of the Contract: Not applicable. Document Title Date Pages § A.3.1.2 The Specifications: (Tither list the specifications here or refer to an exhibit attached to this Amendment.) As set forth in Exhibit D,Owner Request for Proposals. Section Title Date Pages § A.3.1.3 The Drawings:Not applicable. (Either list the drawings here or refer to an exhibit attached to this Amendment.) Number Title Date i § A.3.1.4 The Sustainability Plan,if any: Not applicable. Init. AIA Document A141"—2014 Exhibit A.Copyright 02004 and 2014 by The American Institute of Architects.All rights reserved.The-Amencan Institute of Architects, 'A{A'the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission This document was produced S by AIA software at 18:03:18 ET on 01/25/2023 under Order No.2114402301 which expires on 01l2412024,is not for resale,is licensed for one-time use only,and 1 may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mait copyright@aia org user Notes: (1095251297) ❑ocuS�gn Envelope ID 8F8293C8-E3B1-4FF0-8460-F320B076EC12 (ff the Owner identified a Sustainable Objective in the Owner's Criteria, identify the document or documents that comprise the Sustainability Plan by title, date and number ofpages, and include other identifying information. The Sustainability Plan identifies and describes the Sustainable Objective; the targeted Sustainable Measures; implementation strategies selected to achieve the Sustainable Measures; the Owner's andDesign-Builder's roles and responsibilities associated with achieving the Sustainable Measures;the specific details about design reviews, testing or metrics to verify achievement of each Sustainable Measure;and the Sustainability Documentation required far the Project, as those terms are defined in Exhibit C to the Agreement.) Title Date Pages Other identifying information: § A.3.1,5 Allowances and Contingencies: (Identify any agreed upon allowances and contingencies, including a statement of their basis.) .1 Allowances None .2 Contingencies None § A.3.1.6 Design-Builder's assumptions and clarifications: None § A.3.1.7 Deviations from the Owner's Criteria as adjusted by a Modification: None § A.3.1.8 To the extent the Design-Builder shall be required to submit any additional Submittals to the Owner for review,indicate any such submissions below: As may be set forth in Exhibit D,Owner Request for Proposals,and Exhibit E,Design-Builder Proposal. ARTICLE A.4 DESIGN-BUILDER'S PERSONNEL, CONTRACTORS AND SUPPLIERS § A.4.1 The Design-Builder's key personnel are identified below: (Identify name, title and contact information.) .1 Superintendent Christopher Davis,CAPM .2 Project Manager Christopher Davis,CAPM .3 Others To be determined by mutual agreement,as necessary. § A.4.2 The Design-Builder shall retain the following Consultants,Contractors and suppliers, identified below: Init. AIA Document A141"—2014 Exhibit A.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved.The-American Institute of Architects.""Ai A_`She AIA Logo,and-A{A Contract Documents'are registered trademarks and may not be used without permission This document was produced by AIA software at 18:03:18 ET on 01/25/2023 under Order No.2114402301 which expires on 0112412024,is not for resale,is licensed for one-time use only,and t may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: (1095251297) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F320B076EC12 (List name, discipline, address and other information) Not applicable. ARTICLE A.5 COST OF THE WORK § A.5.1 Cost To Be Reimbursed as Part of the Contract § A.5.1.1 Labor Costs § A.5.1.1.1 Wages of construction workers directly employed by the Design-Builder to perform the construction of the Work at the site or,with the Owner's prior approval,at off-site workshops. § A.5.1.1.2 Wages or salaries of the Design-Builder's supervisory and administrative personnel when stationed at the site. (lf it is intended that the wages or salaries of certain personnel stationed at the Design-Builder's principal or other offices shall be included in the Cost of the Work, identify below the personnel to be included, whether for all or only part of their time, and the rates at which their time will he charged to the Work.) Person Included Status(full-timelpart-time) Rate($0.00) Rate(unit of time) As required. As required. Included within Not applicable. Guaranteed Maximum Price(no additional fee/cost), § A.5,1,1.3 Wages and salaries of the Design-Builder's supervisory or administrative personnel engaged at factories, workshops or on the road,in expediting the production or transportation of materials or equipment required for the Work,but only for that portion of their time required for the Work. § A.5.1.1.4 Costs paid or incurred by the Design-Builder for taxes,insurance,contributions,assessments and benefits required by law or collective bargaining agreements and,for personnel not covered by such agreements,customary benefits such as sick leave,medical and health benefits,holidays,vacations and pensions,provided such costs are based on wages and salaries included in the Cost of the Work under Section A.5.1.1. § A.5.1.1.5 Bonuses,profit sharing,incentive compensation and any other discretionary payments paid to anyone hired by the Design-Builder or paid to the Architect or any Consultant,Contractor or supplier,with the Owner's prior approval. § A.5.1.2 Contract Costs.Payments made by the Design-Builder to the Architect,Consultants,Contractors and suppliers in accordance with the requirements of their subcontracts. § A.5.1.3 Costs of Materials and Equipment Incorporated in the Completed Construction § A.5.1.3.1 Costs,including transportation and storage,of materials and equipment incorporated or to be incorporated in the completed construction. § A.5.1.3.2 Costs of materials described in the preceding Section A.5.1.3.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials,if any,shall become the Owner's property at the completion of the Work or,at the Owner's option,shall be sold by the Design-Builder. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § A.5.1.4 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § A.5.1.4.1 Costs of transportation,storage,installation,maintenance,dismantling and removal of materials,supplies, temporary facilities,machinery,equipment and hand tools not customarily owned by construction workers that are provided by the Design-Builder at the site and fully consumed in the performance of the Work.Costs of materials, supplies,temporary facilities,machinery,equipment and tools that are not fully consumed shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site.Costs for items not fully consumed by the Design-Builder shall mean fair market value. § A.5.1.4.2 Rental charges for temporary facilities,machinery,equipment and hand tools not customarily owned by construction workers that are provided by the Design-Builder at the site and costs of transportation,installation,minor trait. AM Document A141'—2014 Exhibit A.Copyright 02004 and 2014 by The American Institute of Architects.All rights reserved.The'American Institute of Architects,"'ALA'the AlA Logo,and'AIA Contract Documents"are registered trademarks and may not be used without permission This document was produced 8 by AIA software at 18:03:18 ET on 01/25/2023 under Order No.2114402301 which expires on 0112412024,is not for resale,is licensed for one-time use only,and 1 may only be used in accordance with the AIA Contract Documentss Terns of Service.To report copyright violations,e-mail copyright@aia org User Notes: (1095251297) ❑ocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F320Bfl76EC12 repairs,dismantling and removal.The total rental cost of any Design-Builder-owned item may not exceed the purchase price of any comparable item. Rates of Design-Builder-owned equipment and quantities of equipment shall be subject to the Owner's prior approval. § A.5.1.4,3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § A.5.1.4.4 Costs of document reproductions,electronic communications,postage and parcel delivery charges, dedicated data and communications services,teleconferences,Project websites,extranets and reasonable petty cash expenses of the site office. § A.5.1.4.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location,with the Owner's prior approval. § A.5.1.5 Miscellaneous Costs § A,5.1.5.1 Premiums for that portion of insurance and bonds required by the Design-Build Documents that can be directly attributed to the Contract.With the Owner's prior approval self-insurance for either full or partial amounts of the coverages required by the Design-Build Documents. § A.5.1.5.2 Sales,use or similar taxes imposed by a governmental authority that are related to the Work and for which the Design-Builder is liable. § A.5.1.5.3 Fees and assessments for the building permit and for other permits,licenses and inspections for which the Design-Builder is required by the Design-Build Documents to pay. § A.5.1.5.4 Fees of laboratories for tests required by the Design-Build Documents,except those related to defective or nonconforming Work for which reimbursement is excluded by Section 15.5.3 of the Agreement or by other provisions of the Design-Build Documents,and which do not fall within the scope of Section A.5.1.6.3. § A.5.1.5.5 Royalties and license fees paid for the use of a particular design,process or product required by the Design-Build Documents. § A.5.1.5.6 With the Owner's prior approval,costs for electronic equipment and software directly related to the Work. § A.5.1.5.7 Deposits lost for causes other than the Design-Builder's negligence or failure to fulfill a specific responsibility in the Design-Build Documents. § A.5.1.5.8 Reserved. § A.5.1.5.9 With the Owner's prior approval,expenses incurred in accordance with the Design-Builder's standard written personnel policy for relocation,and temporary living allowances of,the Design-Builder's personnel required for the Work. § A.5.1.5.10 That portion of the reasonable expenses of the Design-Builder's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. § A.5.1.6 Other Costs and Emergencies § A.5.1.6.1 Other costs incurred in the performance of the Work if,and to the extent,approved in advance in writing by the Owner. § A.5.1.6.2 Costs incurred in taking action to prevent threatened damage,injury or loss in case of an emergency affecting the safety of persons and property. § A.5.1.6.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Design-Builder, Contractors or suppliers,provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Design-Builder and only to the extent that the cost of repair or correction is not recovered by the Design-Builder from insurance,sureties,Contractors,suppliers,or others. Init. AIA Document A141-—2014 Exhibit A.Copyright O 2004 and 2014 by The American Institute of Architects All rights reserved The'Amencan Institute of Architects.''Al A'the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used wdbout permission This document was produced 9 by AIA software at 18:03:18 ET on 0112512023 under Order No.2114402301 which expires on 01124/2024,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 copyright@aia.org. User Notes: (1095251297) DocuSign Envelope ID.8E8293C8-E3B1-4FFO-8460-F32OB076EC12 § A.5.1.7 Related Party Transactions § A.5.1.7.1 For purposes of Section A.5.1.7,the term"related party"shall mean a parent,subsidiary,affiliate or other entity having common ownership or management with the Design-Builder;any entity in which any stockholder in,or management employee of,the Design-Builder owns any interest in excess often percent in the aggregate;or any person or entity which has the right to control the business or affairs of the Design-Builder.The term"related party" includes any member of the immediate family of any person identified above. § A.5.1.7.2 If any of the costs to be reimbursed arise from a transaction between the Design-Builder and a related party, the Design-Builder shall notify the Owner of the specific nature of the contemplated transaction,including the identity of the related party and the anticipated cost to be incurred,before any such transaction is consummated or cost incurred. If the Owner,after such notification,authorizes the proposed transaction,then the cost incurred shall be included as a cost to be reimbursed,and the Design-Builder shall procure the Work,equipment,goods or service from the related party,as a Contractor,according to the terms of Section A.5.4. If the Owner fails to authorize the transaction,the Design-Builder shall procure the Work,equipment,goods or service from some person or entity other than a related party according to the terms of Section A.5.4. § A.5.2 Costs Not to Be Reimbursed as Part of this Contract The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Design-Builder's personnel stationed at the Design-Builder's principal office or offices other than the site office,except as specifically provided in Section A.5.1.1; .2 Expenses of the Design-Builder's principal office and offices other than the site office; .3 Overhead and general expenses,except as may be expressly included in Section A.5.1; .4 The Design-Builder's capital expenses,including interest on the Design-Builder's capital employed for the Work; .5 Except as provided in Section A.5.1.6.3 of this Agreement,costs due to the negligence or failure ofthe Design-Builder,Contractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract; .6 Any cost not specifically and expressly described in Section A.5.1,and .7 Costs,other than costs included in Change Orders approved by the Owner,that would cause the Guaranteed Maximum Price to be exceeded. § A,5.3 Discounts, Rebates, and Refunds § A.5.3.1 Cash discounts obtained on payments made by the Design-Builder shall accrue to the Owner if(])before making the payment,the Design-Builder included them in an Application for Payment and received payment from the Owner,or(2)the Owner has deposited funds with the Design-Builder with which to make payments;otherwise,cash discounts shall accrue to the Design-Builder.Trade discounts,rebates,refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner,and the Design-Builder shall make provisions so that they can be obtained. § A.5.3.2 Amounts that accrue to the Owner in accordance with Section A.5.3.1 shall be credited to the Owner as a deduction from the Cost of the Work. § A.5.4 Other Agreements § A.5.4.1 When the Design-Builder has provided a Guaranteed Maximum Price,and a specific bidder(1)is recommended to the Owner by the Design-Builder;(2)is qualified to perform that portion of the Work;and(3)has submitted a bid that conforms to the requirements of the Design-Build Documents without reservations or exceptions,but the Owner requires that another bid be accepted,then the Design-Builder may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Design-Builder and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. §A.5.4.2 Agreements between the Design-Builder and Contractors shall conform to the applicable payment provisions of the Design-Build Documents,and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If an agreement between the Design Builder and a Contractor is awarded on a cost plus a fee basis,the Design-Builder shal I provide in the agreement for the Owner to receive the same audit rights with regard to the Cost of the Work performed by the Contractor as the Owner receives with regard to the Design-Builder in Section A.5.5, below. AM Document A141 —2014 Exhibit A.Copyright 0 2004 and 2014 by The American Institute of Architects.All rights reserved The'Amencan Institute of Init. Architects,''AIA,-the AIA Logo,and'AIA Contract Documents'are registered trademarks and may not be used without permission This documentwas produced by AIA software at 18:03:18 ET on 01/25/2023 under Order No.2114402301 which expires on 01124/2024,is not for resale,is licensed for one-time use only,and 1 may only be used in accordance with the AIA Contract Documents"Terms of Service.To report copyright violations,e-mail copyright@aia org. User Notes: (1095251297) DocuSign Envelope ID:8E8293C8-E361-4FFQ-8460-F32DB076FC12 §A.5.4.3 The agreements between the Design-Builder and Architect and other Consultants identified in the Agreement shall be in writing. These agreements shall be promptly provided to the Owner upon the Owner's written request. § A.5.5 Accounting Records The Design-Builder shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under the Contract and to substantiate all costs incurred.The accounting and control systems shall be satisfactory to the Owner.The Owner and the Owner's auditors shall,during regular business hours and upon reasonable notice,be afforded access to,and shall be permitted to audit and copy,the Design-Builder's records and accounts,including complete documentation supporting accounting entries,books,correspondence,instructions,drawings,receipts,subcontracts,Contractor's proposals,purchase orders,vouchers,memoranda and other data relating to the Contract.The Design-Builder shall preserve these records for a period of three years after final payment,or for such longer period as may be required by law. § A.5.6 Relationship of the Parties The Design-Builder accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to exercise the Design-Builder's skill and judgment in furthering the interests of the Owner;to furnish efficient construction administration,management services and supervision;to furnish at all times an adequate supply of workers and materials;and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. This Amendment to the Agreement entered into as of the day and year first written above. DocuMped by: GV'a�.ax, fiatJ�.GV' OWNER(Signature) DE R (Signature) Robert E. Simison Mayor 2-28-2023 Graham Taylor Director of Public sector (Printed name and title) (Printed name and title) Attest: Chris Johnson, City Clerk 2-28-2023 Init. AIA Document A141——2014 Exhibit A.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved.The"American Institute of Architects"'AIA.'the AIA Logo,and'AlA Contract Documents'are registered trademarks and may not be used without permission This document was produced by AIA software at 18:03:18 ET on 01/25/2023 under Order No.2114402301 which expires on 0112412024.is not for resale.is licensed for one-time use only,and I may only be used in accordance with the AIA Contract Documents*Terms of Service.To report copyright violations,e-mail copyright@aia.org- User Notes: (1095251297) ❑ocuSign Envelope ID,8E8293C8-E3B1-4FF0-8460-F320B076EC12 Additions and Deletions Report for A!A 7� Document A 141 — 2014 Exhibit A This Additions and Deletions Report,as defined on page 1 of the associated document,reproduces below all text the author has added to the standard form AIA document in order to complete it,as well as any text the author may have added to or deleted from the original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 18:03:18 ET on 01/2512023. PAGE This Amendment is incorporated into the accompanying AIA Document A 141 T111--2014,Standard Form of Agreement Between Owner and Design-Builder dated the day of in the year 2023 (the"Agreement") Design-Build Services for Conduit&Fiber Installation for Fire Safety Center City of Meridian an Idaho municipal corporation 33 E.Broadway Ave., Meridian,Idaho 83642 Fatbeam LLC 2065 W.Riverstone Suite 202 Coeur d'Alene Idaho 83814 § A.1.1 The Owner shall pay the Design-Builder the Contract Sum in current funds for the Design-Builder's performance of the Contract after the execution of this Amendment. The Contract Sum shall be one of the f t and shall net inelude eempensatien the Oviiilier paid the Design Builder f6F Work peFferiiied pFiar te exiaeution of this Afnendmentfollowine: [ ] Stipulated Sum,in accordance with Section A.1.2 below Not applicable. [ ] Cost of the Work plus the Design-Builder's Fee,in accordance with Section A.1.3 below Not applicable. [ 2L] Cost of the Work plus the Design-Builder's Fee with a Guaranteed Maximum Price,in accordance with Section A.1.4 below PAGE 2 § A.1.2 Stipulated Sum Not applicable. § A.1.2.1 The Stipulated Sum shall be ($ ),subject to authorized adjustments as provided in the Design-Build Documents.Not applicable. § A.1.2.2 The Stipulated Sum is based upon the following alternates,if any,which are described in the Design-Build Documents and are hereby accepted by the Owner:Not applicable. Additions and Deletions Report for AIA Document A741'—2014 Exhibit A.Copyright®2004 and 2014 by The American institute of Architects.All rights reserved.The"American Institute of Architects.-"AIA,"the AIA Logo_and WA Contract Documents'are registered trademarks and may not be used without permission This document was produced by AIA software at 1&03718 ET on 01/25/2023 under Order No.2114402301 which expires on 01/24/2024,is notfor 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 copyright@aia.org. User Notes: (1095251297) DocuSign Envelope ID 8E8293C8-E381-4FF0-8460-F3206076EC12 § A.1.2.3 Unit prices,if any:Not applicable. § A.1.3 Cost of the Work Plus Design-Builder's Fee Not applicable. § A.1.3.1 The Cost of the Work is as defined in Article A.5,Cost of the Work.Not applicable. § A.1.3.2 The Design-Builder's Fee:Not applicable. § A.1.4.2 The Design-Builder's Fee:Included within the Guaranteed Maximum Price(no additional fee). § A.1.4.3.1 The sum of the Cost of the Work and the Design-Builder's Fee is guaranteed by the Design-Builder not to exceed six thousand seven hundred twen dollars ($60,720.00 ),subject to additions and deductions for changes in the Work as provided in the Design-Build Documents.Costs that would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Design-Builder without reimbursement by the Owner. Provided below is an itemized statement of the Guaranteed Maximum Price organized by trade categories,allowances, contingencies,alternates,the Design-Builder's Fee,and other items that comprise the Guaranteed Maximum Price.As set forth in Exhibit E,Design-Builder Proposal. PAGE 3 § A.1.4.3.3 The Guaranteed Maximum Price is based on the following alternates,if any,which are described in the Design-Build Documents and are hereby accepted by the Owner:Not applicable. § A.1.4.3.4 Unit Prices,if any: Not applicable. § A.1.4.3.5 Assumptions,if any,on which the Guaranteed Maximum Price is based:As set forth in Exhibit D,Owner Request for Proposals,and Exhibit E, Design-Builder Proposal. § A.1.5.1,3 Provided that an Application for Payment is received not later than the last day of the month,the Owner shall make payment of the certified amount to the Design-Builder not later than the day of the .thirty(30) dates thereafter.If an Application for Payment is received by the Owner after the application date fixed above,payment shall be made by the Owner as soon as practicable,but not later than forty-five ( 4( 5) }days after the Owner receives the Application for Payment. PAGE 4 § A.1.5.2 Progress Payments—Stipulated Sum Section A.1.5.2,in its entirety,not applicable. § A.1.5.2.4 Reduction or limitation of retainage,if any,shall be as follows:Not applicable. Additions and Deletions Report for ALA Document A141"-2014 Exhibit A.COpynght®2004 and 2014 by The American Institute of Architects.All rights reserved.The"American institute of Architects."'AIA.'the AIA Logo.and'AIA Contract Documents'are registered trademarks and may not be used without 2 permission This document was produced by AIA software at 18:03:18 ET on 01/25/2023 under Order No.2114402301 which expires on 0112412024,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 copyright@aia-org- User Notes: (1095251297) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F320B076EC12 § A.1.5.3 Progress Payments—Cost of the Work Plus a Fee Section A.1.5.3,in its entirety,not applicable. PAGE 5 3 Add the Design-Builder's Fee,less retainage of five percent(5 %).The Design-Builder's Fee shall be computed upon the Cost of the Work at the rate stated in Section A.1.4.2 or,if the Design-Builder's Fee is stated as a fixed sum in that Section,shall be an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion; .4 Subtract retainage of five percent( 5 %)from that portion of the Work that the Design-Builder self-performs; PAGE 6 § A.2.2 The Design-Builder shall achieve Substantial Completion of the Work not later than 'days ys F am•`e aa`e e this A R,e.,r the milestone date set forth in Section l.1.7.4 of the A>;reement or as follows: (Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of commencement. If appropriate, insert requirements for earlier Substantial Completion of certain portions of the Work.)Not applicable. § A.3.1 The Contract Sum and Contract Time set forth in this Amendment are based on'he r l g,-Exhibit E, Design-Builder Proposal,and the following,if applicable: § A.3.1.1 The Supplementary and other Conditions of the Contract:Not applicable. As set forth in Exhibit D,Owner Request for Proposals. § A.3.1.3 The Drawings:Not applicable. § A.3.1.4 The Sustainability Plan,if any:Not applicable. PAGE None None None None As may be set forth in Exhibit D Owner Request for Proposals,and Exhibit E Design-Builder Pro sal. Additions and Deletions Report for AIA Document A141'—2014 Exhibit A.Copyright 02004 and 2014 by The American Institute of Architects.All rights reserved,The"American Institute of Architects. AIA.'the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without 3 permission This document was produced by AEA software at I&03:18 ET on 01/25/2023 under Order No.2114402301 which expires on 0 1 12 4/2024.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-mad copyright@aia org User Notes: (1095251297) DocuSign Envelope ID',8E8293CB-E381-4FF0-846D-F320B076EC12 Christopher Davis,CAPM Christopher Davis,CAPM To be determined by mutual agreement,as necessary. PAGER Not applicable. § A.5.1.1.2 Wages or salaries of the Design-Builder's supervisory and administrative personnel when stationed at the site. As required. As required. Included within Not applicable. Guaranteed Maximum Price(no additional fee/cost). PAGE § A.5.1.5,5 Royalties and license fees paid for the use of a particular design,process or product required by the Design-Build ; Design Buildef:resulting fr-efa sueh suits er.elaims and payments ef sealements Fnadewith the OwneF's eanseni. the seeend te lost sentenee of Seefien 3.1.132 of the Agfeement er ether pfe-visions efthe Design Build Doeumenis, then they shall not he; „Il-kiss r in thp.GA-st of the\i orL Documents. § A.5.1.5.8 With the 0WHer'S PFi0F OPPFO-Val,whi&shall not be upweasenablywithheld, legal,mediation ar-WWiaa eesis,ineluding a4ameys' fees,other thaft these ar-ising fi;afa disputes bepween Iihe 0WHeF Rfid peffefffianee Reserved. PAGE 11 Robert E. Simison Mayor Additions and Deletions Report for AIA Document A141"—2014 Exhibit A.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved.The'Amencan Institute of Architects,""AIA."the AIA Logo,and-AIA Contract Documents"are registered trademarks and may not be used without 4 permission This document was produced by AIA software at 18:03:18 ET on 01125/2023 under Order No.2114402301 which expires on 0 1 12 4/2 0 24,is not for fesale,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 copyright@aia,org. User Notes: (1095251297) DocuSign Envelope ID:8E8293C8-E3B1-4FF0-8460-F320B076EC12 Certification of Document's Authenticity AW DocumentD409T" — 2003 1,City of Meridian,hereby certify,to the best of my knowledge,information and belief,that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 18:03:18 ET on 01/25/2023 under Order No. 21 14402301 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA41 Document A 14tTM—2014 Exhibit A, Design-Build Amendment,as published by the AIA in its software,other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dared) AIA Document D401-—2003.Copynght®1992 and 2003 by The American Institute of Architects.All rights reserved.The-American knstitute of Architects." 'AIA"the AIA Logo.and'AlA Contract Documents"are registered trademarks and may not be used without permission This document was produced by AIA software at 18:03:18 ET on 0112512023 under Order No.2114402301 which expires on 0112412024,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 copyright@aia.org. User Notes: (1095251297) 41,AIA Document A141 - 2014 Exhibit B Insurance and Bonds for the following PROJECT: (Name and location or address) Design-Build Services for Conduit&Fiber Installation for ADDITIONS AND DELETIONS: Fire Safety Center The author of this document has added information needed for its THE OWNER: completion.The author may also have revised the text of the original (Name, legal status and address) AIA standard form.An Additions and Deletions Report that notes added City of Meridian an Idaho municipal corporation information as well as revisions to the 33 E. Broadway Ave.,Meridian, Idaho 83642 standard form text is available from the author and should be reviewed.A THE DESIGN-BUILDER: vertical line in the left margin of this (Name, legal status and address) document indicates where the author has added necessary information Fatbeam LLC and where the author has added to or 2065 W.Riverstone,Suite 202,Coeur d'Alene,Idaho 83814 deleted from the original AIA text. THE AGREEMENT This document has important legal consequences.Consultation with an This Insurance Exhibit is part of the accompanying agreement for the Project,between the cons cons attomey is encouraged with respect Owner and the Design-Builder(hereinafter,the Agreement),dated the day of to its completion or modification. in the year 2023 . (In words, indicate day, month and year.) TABLE OF ARTICLES B.1 GENERAL 6.2 DESIGN BUILDER'S INSURANCE AND BONDS B.3 OWNER'S INSURANCE BA SPECIAL TERMS AND CONDITIONS ARTICLE B.1 GENERAL The 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 § 6.2.1 The 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.The Design-Builder shall maintain the required insurance until the expiration of the period for correction of Work as set 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 expiration of the period for correction of Work, state the duration.) Not applicable. Init. AIA Document A141"—2014 Exhibit S.Copyright 0 2004 and 2014 by The American Institute of Architects.All rights reserved.The'American Institute of Architects.'"AIA.'the AIA Logo,and'AIA Contract Documents'are registered trademarks and may not be used without permission This document was produced by AIA software at 18:04,02 ET on 01125/2023 under Order No.2114402301 which expires an 01/2412024,is not for resale,is licensed for one-time use onty,and may only be used in accordance with the AIA contract Documents®Terms of Service.To report copyright violations,e-maii copyright@aia.org. (1848594018) User Notes: § B.2.1,1 Commercial General Liability with policy limits of not less than one million dollars ($ 1,000,000.00 )for each occurrence and two million dollars ($2,000,000.00 )in the aggregate providing coverage for claims including .1 damages because of bodily injury,sickness or disease,including occupational sickness or disease,and death of any person; .2 personal injury; .3 damages because of injury to or destruction of tangible property; .4 bodily injury or property damage arising out of completed operations;and .5 contractual liability applicable to the Design-Builder's obligations under Section 3.1.14 of the Agreement. § 13.2.1.2 Automobile Liability covering vehicles owned by the Design-Builder and non-owned vehicles used by the Design-Builder with policy limits of not less than one million dollars ($ 1,000,000.00 )per claim and one million dollars ($ 1,000,000.00 )in the aggregate 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. § B.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. § B.2.1.4 Workers' Compensation at statutory limits. § B.2.1.5 Employers'Liability with policy limits as provided below: § 13.2.1.6 Professional Liability covering negligent acts,errors and omissions in the performance of professional services,with policy limits of not less than one million dollars ($ 1,000,000.00 )per claim and one million dollars ($ 1,000,000.00 )in the aggregate. § 13.2,1.7 Pollution Liability covering performance of the Work,with policy limits of not less than one million dollars ($ 1,000,000.00 )per claim and one million dollars ($ 1,000,000.00 )in the aggregate. § 8.2.1.7.1 The Design-Builder may obtain a combined Professional Liability and Pollution Liability policy to satisfy the requirements set forth in Sections B.2.1.6 and B.2.1.7,provided such policy results in the same or greater coverage. § 8.2.1.8 The Design-Builder shall provide written notification to the Owner of the cancellation or expiration of any insurance required by this Article 8.2.The Design-Builder shall provide such written notice within five(S)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,Automobile Liability and Pollution 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. § 8.2.1.10 Certificates of Insurance.The Design-Builder shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article 8.2:(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. An 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 13.2.1.The certificates will show the Owner and its consultants and contractors as additional insureds on the Design-Builder's nit. AIA Document A141-—2014 Exhibit B.Copyright C 2004 and 2014 by The American Institute of Architects.All rights reserved-The`American Institute of Architects"AIA.'the AIA Logo.and-AIA Contract Documents'are registered trademarks and may not be used without permission This document was produced 2 by AIA software at 18:04:02 ET on 01/25/2023 under order No.2114402301 which expires on 01/24/2024,is not for resale,is licensed for one-time use only,and IF by only be used in accordance with the AIA Contract Documents' Terms of Service_To report copyright vitiations,e-mail copyright@aia.org.Notes: (1848594018) 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 surety bonds as follows: (Sped type and penal sum of bonds.) Type Penal Sum($0,00) As required by Idaho law. As required by Idaho law. § 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 13.3 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 parties agree otherwise,upon issuance of a Certificate of Substantial Completion,the Owner shall replace the insurance policy required under this Section B.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. § B.3.2.11 The insurance required under Section B.3.2.1 shall include,without limitation,insurance against the 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 B.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. § B.3.2.2 Reserved. AIA Document A141"-2014 Exhibit B.Copyright 02004 and 2014 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects, "AIA,"the AIA Logo,and"AlA Contract Documents'are registered trademarks and may not be used without permission.This documentwas produced 3 by AIA software at 18:04:02 ET on 01/25/2023 under Order No-2114402301 which expires on 01/2412024,is not for resale,is licensed for one-time use only,and 1 may only be used in accordance with the AIA Contract Documents&Terms of Service To report copyright vialawns,e-mail copyright@aia.org. (1848594018) User Notes: § 13.3.2.3 Reserved. § 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 ail 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 If during the Project construction period the Owner insures properties,real or personal or both,at or adjacent to the site by property insurance under policies separate from those insuring the Project,or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period,the Owner shall waive all rights in accordance with the terms of Section B.3.2.7 for damages caused by fire or other causes of loss covered by this separate property insurance.All separate policies shall provide this waiver of subrogation by endorsement or otherwise. § B.3.2.6 Before an exposure to loss may occur,the Owner shall file with the Design-Builder 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 comes first. § B.3.2.7 Reserved. § B.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 the 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 6 of the Agreement. § 13.3.2.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of a loss to the Owner's exercise of this power. If an objection is made,the dispute shall be resolved in the manner selected by the Owner and Design-Builder as the method of binding dispute resolution in the Agreement. ARTICLE 13.4 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Insurance and Bonds Exhibit,if any,are as follows:None. Init. AIA Document A141"—2014 Exhibit B.Copyright 02004 and 2014 by The American Institute of Architects.Ali rights reserved.The`American Institute of Architects' "AIA,'the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission This document was produced 4 by AIA software at 18:04Z2 ET on 01/25/2023 under order No.2114402301 which expires on 01/24/2024,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 copyrightoaia.org. User Notes: (1848544418) Additions and Deletions Report for AIA8 Document A 141' - 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 18:04:02 ET on 01125/2023. PAGE 1 Design-Build Services for Conduit&Fiber Installation for Fire Safety Center City of Meridian an Idaho municipal corporation 33 E.Broadway Ave. Meridian Idaho 83642 Fatbeam LLC 2065 W.Riverstone, Suite 202,Coeur d'Alene,Idaho 83814 This 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 2023 . Not applicable. § B.2.1.1 Commercial General Liability with policy limits of not less than one million dollars ($ 1,000,000.00 )for each occurrence and two million dollars ($2,000,000.00_)in the aggregate providing coverage for claims including PAGE 2 § B.2.1.2 Automobile Liability covering vehicles owned by the Design-Builder and non-owned vehicles used by the Design-Builder with policy limits of not less than one million dollars ($ 1,000,000.00 )per claim and one million dollars ($ 1,000,000.00 )in the aggregate 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. § 8.2.1.6 Professional Liability covering negligent acts,errors and omissions in the performance of professional services,with policy limits of not less than one million dollars ($ 1,000,000.00 )per claim and one million dollars (S 1,000,000.00 )in the aggregate. § B.2.1.7 Pollution Liability covering performance of the Work,with policy limits of not less than one million dollars ($ 1,000,000.00 )per claim and one million dollars ($ 1,000,000.00 )in the aggregate. Additions and Deletions Report for AIA Document A141"—2014 Exhibit B.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved.The'American Institute of Architects,""AIA."the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission This document was produced by AIA software at 18:04:02 ET on 01I25l2023 under Order No.2114402301 which expires on 01/24/2024,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-mait copyright@aia.org User Notes: (1846594018) § 13.2.1.7.1 The Design-Builder may obtain a combined Professional Liability and Pollution Liability policy to satisfy the requirements set forth in Sections B.2.1.6 and B.2.1.7, with eembifted policy limits that afe not less!hem ($ )per- e1iiimand (S )iathe aggregs+�provided such policy results in the same or greater coverase. PAGE 3 As required by Idaho law. As required by Idaho law. § B.3"2.2 , Design Builder-, Y Consultants,Cea(T-aeter and Subeenifeeter-s in the Wark,and the Ownef and Reserved. § B.3.2.3 if the Owner-does not intend to pulfebase the in-., 1 undef seetielis und 13.3.2.2 with all of the eeyefages in the amounts deser-mbed ahave,the Owner QlaAll mfilrm the Design Builder iRwrifing pfier-to an eenstfuetiaii that is paF4 ef the Aiirlerk.The Design BuildeF may then obtain iRrMM:ame_P_shas 3A411 pfowot the interests of and the Design Buildef is damaged by the failure or fiegleet ef the Ownef:to pur-ehase or fite-Fitain instifflftee as Reserved. PAGE § B.3.2.7 WalveFe of Subirogation,The OwneF and Design Builder waive all rights agaiRst(1)eaeh Othff a0d any o , eempleted eenstrdetion,emeept stieh Fights as they have te pfaeeeds 4 5tiek insuranee held by the Owner as fidueiaf�,. The Owner of Design BuRdef�as appropriate,Shall Fequife of the sepefalle eoatraeteFss deseribed in Seetion 5.13 of the shall be effective as to a peFsen eF eatky even theugh that would othei-wise ha%,e a d",of Reserved. § B.3.2.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of a loss to the Owner's exercise of this power. If an objection is made,the dispute shall be resolved in the manner selected by the Owner and Design-Bui ider as the method of binding dispute resolution in the Agreement.if the QAlyner Find Design BHilde-1 aVe Seteetea.. bit....tiOn 6S is a ;:�Pt);Ad Af Nnding dispute Feselation,the 0 aeF aS fidueiar-y 5hall make with eF, in the ease 4 a Special terms and conditions that modify this Insurance and Bonds Exhibit,if any,are as follows:None. Additions and Deletions Report for AIA Document A141"—2014 Exhibit S.Copyright 0 2004 and 2014 by The American Institute of Architects.All rights reserved,The"American Institute of Architects."`AIA.'the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not he used without 2 permission This document was produced by AIA software at 18:04:02 ET on 01/25/2023 under Order No.2114402301 which expires on 01/24/2024.is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documentsa Terms of Service.To report copyright violations, e-mail copyright@aia org User Notes: (1848594015) Document A141 - 2014 Exhibit C Sustainable Projects (Paragraphs deleted) for the following PROJECT: (Name and location or address) ADDITIONS AND DELETIONS: Design-Build Services for Conduit&Fiber Installation for The author of this document has added information needed for its Fire Safety Center completion.The author may also have revised the text of the original THE OWNER: AIA standard form.An Additions and (Name, legal status and address) Deletions Report that notes added information as well as revisions to the City of Meridian an Idaho municipal corporation standard form text is available from 33 E.Broadway Ave.,Meridian,Idaho 83642 the author and should be reviewed.A vertical line in the left margin of this THE DESIGN-BUILDER: document indicates where the author (frame, legal status and address) has added necessary information and where the author has added to or Fatbeam LLC deleted from the original AIA text. 2065 W.Riverstone, Suite 202,Coeur d'Alene, Idaho 83814 This document has important legal consequences.Consultation with an THE AGREEMENT attorney is encouraged with respect The substantive provisions of AIA Document A 141 -2014-Exhibit C(Sustainable to its completion or modification. Projects)shall not be applicable to the Agreement between the Owner and Design-Builder and have been deleted accordingly. (Paragraphs deleted) AIA Document A141"—2014 Exhibit C.Copyright®2004 and 2014 by The American Institute of Architects.All rights reserved_The"American Institute of Init. Architects"AIA'the AIA Logo.and'AIA Contract Documents'are registered trademarks and may not be used without permssion This document was produced by AIA software at 18:04:39 ET on o1I2512023 under Order No.2114402301 which expires on 01124/2024,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 copyright@aia.org. user Notes: (1298483533) Additions and Deletions Report for AIA Document A141" — 2014 Exhibit C This Additions and Deletions Report,as defined on page 1 of the associated document,reproduces below all text the author has added to the standard form AIA document in order to complete it,as well as any text the author may have added to or deleted from the original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 18:04:39 ET on 01/25/2023. PAGE 1 for the following PRQjECT; TYC OWNER-. THE DESIGN-BUILDER: TLC Ar^,nREEMENT Design-Builder(hereinafter,-the Agi:eeFnent' e�°'�� ay -,f i. 116 TABLE OF ..eTIA C re CA GENERAL C PROVISIONS G.2 DESIGN BUILDER G.3OWNE CA CLAIMS AND DISPUTES C.5 MISCELLANEOUS PROVISIONS CA SPECmLTERMS AND!CONDITIONS ARTICLE t .1 GENE o na nonVrcrnNcrorthe foil oyA 1g PROJECT: (Name and location a-addi,: sl Design-Build Services for Conduit& Fiber Installation for Fire Safety Center Additions and Deletions Report for AIA Document A141"—2014 Exhibit C.Copyright®2004 and 2014 by The American Institute of Archtects_All rights reserved.The'Amencan Institute of Architects``AIA-the AIA Logo and-AIA Contract Documents are registered trademarks and may not be used without permrssion This document was produced by AIA software at 18:04:39 ET on 01/25/2023 under Order No.2114402301 which expires on 01/24/2024,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 copyright@aia.org. User Notes: (12984$3533) THE OWNER: (Name, legal status and address) City of Meridian an Idaho municipal corporation 33 E.Broadway Ave.,Meridian,Idaho 83642 THE DESIGN-BUILDER: ftame, legal status and address) Fatbeam LLC 2065 W. Riverstone,Suite 202,Coeur d'Alene,Idaho 83814 THE AGREEMENT The substantive provisions of AIA Document A 141—2014—Exhibit C(Sustainable Proiects)shall not be applicable to the Agreement between the Owner and Design-Builder and have been deleted accordingly. C-1.1 This Exhibit, in 60FIjunetion WiIh!he sustaiRabilily Plan and athef:Design Build Documents,essahlkhes -Pt in the ease ek eenfliet with the Owner's C-fiteria, wheFe a provision in this E*hibit eenfliets wmth Eipr-e,.,isieFt in the Agr-eefaeftt inte whieh this Exhibit is ineeFpaFaied,!be previsien in this E)Ehibk will £ G A 2 Definitions other beftefit to the eny1r-onment,to efthaftee the health and well being of buildiing eeeu enern, Rem, ab § CAN SusWinability Plan.The SustaiRabil4y PlaFi is a DesigR Build Doeunient that identifies and desefibes� the Sustainable Meastwes;the spec-ifie details about design Feviews;testing ef metfies to N,e0l,aeh-eyemoat of eaeh o,st .bie Measure;and the c,sta ability D Motion red fee-the o_ et Star or anetheF:FaIing oF ceAKieation system,that fnatF be desigfiated as the Sustainable Objeetive eF paFt ofthie Additions and Deletions Report for AIA Document A1411—2014 Exhibit C.Copyright 0 2004 and 2014 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,'the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without 2 permission This document was produced by AIA software at 18:04:39 ET on 01/252023 under Order No.2114402301 which expires on 0112412024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract pocumentO Terms of Service.To report copyright violations, e-mail copyright@aia.crg User Notes: (1298483533) ARTIGI—En ii -nth the l HFk .-0eSeFibed : Ai4iiele 4 of the Ag eo. eni te establish the authapity qf the Pesiign Builder,the Afehiteet,GORtMet0f,aF a Consultant,as an agent of the Owne the 0-%*ner and,as r-equested by the Design guilder-,w4h the Ownef's eansuliliants,dwingiii the befefe Hie%iftg fiqr-war-d with the Sustaifiabdky Sen,iees tinder this AFtiele C.2. The Ownef agrees to exeettte all StlStaifiable MeaWreS tO be taFgeted;examine strategies far inipleniefitatien efthe Sustainable Measures;Hfid diseuss § G.2.1.3.2.2:Fhe Design 13ttildef shali submit the proposed Sustai"Fibility Plan to the OWliff 09 PaF4 Ofthe sustainability Plan Shall flet ehange the Ownef's Criteria unless the Owner and Pesign Builder eyieeute a MediAeatien Seetion 1.4.1 ef the Agreement,the Design Builder-shall advise the OwPeF Of MY aE�ostfnents to the Sustainability P-Itttr Plaiii,the Owfier and Design Builder shall inelude the Sustainability Plan in the Design BuRd Afnendfnent emoeuted in G.2.2 Work Following EXeGU6911 of the Design Build Amendmen C.2.2.1 The Pesipt Builder shall perfi3l::m these Sttstainable Measures identified as the tespensibilky of the Sustainable Measures identified in the Sustainability PIaH, § G.2.2.3 As paFt efthe Sustainabie Measures,the WeFk Fnay fequiFe the use Of fflaieFiak amid equipmem that have had- The Owner wil'fender-a written deeision regarding the use of sueh Fnatefials er equipment in a timely Fnanner. in the event!be 0WHeF @!@GtS W PFOeeed with the use of Sideh ffiRliffiak OF equipFnent,the Design BUildiliff Shall he p@FRiotted to rely on the FnanufaetufeF's or-supplier's and shall not be Fespensible for any daa4ages afising ffam Additions and Deletions Report for AIA Document A141"—2014 Exhibk C.Copyright 02004 and 2014 by The American Institute of Architects.All rights reserved-The"American Instdute of Architects-"AIA.'the AIA Logo.and-AIA Contract Documents'are registered trademarks and may not be used without 3 permission This document was produced by AIA software at 18:04:39 ET on 01 P25/2023 under Order No.2114402301 which expires on 01/24/2024,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 copyright@aia.org. Laser Notes: (1298483533) § C.2.3.1 The Design Builder shall meet with the OWHer tF-I d-irmell-'4M-R4L--r-RR-l`iII4-&q- A thk--@-VeFkt thL-Owner eendifieft that will affeet aehieveFnem of a Sustainable Measure of aehievemen!of!he gusta4iable Objeetive. if any eondition is diseevered by,of:tnade kno%,fi to,the Design Puilder that will adYeRely affw�the Design Builder's the Design BUildelF Will notice to the Owner F-114d meet ivith the W-livneff tR- diSeUss alteffiatkvs to rvfnedy the eandition. Substantial Geffipleiioli. §C 7 A Waste Management ef disposing of eenstFuetien waste generated ffem the Prejeet.The Design BuildeF Shall Heyde,FeUSe,FeMOVe 0 dispose ef Fnaterials as requifed by the Design Build Plaeunients. § C.2.6 Substantial Completion Doeumente6on required ffeFA!be Desigft Builder-by the Design Build Deewnents Fie latef:than the daie of Substantial completion, G.2-6 Final Completion Design Builder-by the Design Build Peetiments shall be submitted to the QwneF befefe final Pa�'ffiefil[OF aft-Y § C.2.7.2 The Design Buildeir shall FegiStff the Projeet with the Gekif�ifig Atither-ity.Registfatieft fees afid any otheF fees ehafged by the GeFtifying AtitheFity,and paid by the Design +§ C.2.7.3 The Design BuildeF shall Miele!,eFganize and fmanage the Susfainabil Ity Deettmentaiiew and submit the !a appeal a Fulifig er-other-iweFpFetatien de ent,pFef:eEjuisAe-,eredit or-point fieeessiar-y io achieve the + in aeeeFdanee with the Sustaiaabii4y Plan. § G.2-7-6 4'he Design Builder shall pfepare Fespeases to,and-suh-wit dRer-11-M-01itatiOR FeCtUiFed bl*',COMRI@14S F.,.«the CeAi6,ing A uthoFit,. Additions and Deletions Report for ALA Document A141---2014 Exhibit C.Copynght C 2004 and 2014 by The American tnsbtute of Architects.All rights reserved,The'American Institute of Architects."'A A'the AIA Logo and`AIA Contract Documents'are registered trademarks and may not be used without 4 permission This document was produced by ALA software at 18A4 39 ET on 01/25/2023 under Order No-2114402301 which expires on 01/2412024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIR Contract Documents°Terms of Service To report copyright violations. e-maif copynght@aia.org, User Notes: (1298483533) § G.2.8.1 Solely feF the pmr-pese 4ebiaini the Skistainability Ceffifieatien,the Design Builder-grants CeAif�ing Authority. ARTICLE C.3 OWNER Susiaifiabililly Plaii,or as athefwise f;equifed by the Desiga Build Deeumeiits.The Owfier shall require that eaeh of Sustaimah-ality Plan. § C.3.2 T4te Ownef shall pr-evide te the Design Builder-ififematien requell4ed by lihe Design Boildefilhat is reasefiab!5 Fele..a.,t Kid.. F r...,hie.o a..t of the.Sustainable,01h e.tiye § G.3.4 The Owner shall be Fe5pefisible for preparing,filing,afid pfeseeoting appeals te the Cei4ifying,btuthoFity,e ARTICLE W-niver of Consequential DaMages Relating to thp- ObjeGNMO,The Owner and Design Btlildff WiltiVe WaiFRS_ ARTICLE G.5 MISCELLANEOUS PROVISIGM The Ownef and Design Builder aelfftewledge that aehievifig the Sustainable Objeetive is depeadeat an many faeter-s Aeeefdingly,!he Design Builder does net waFi;afi�of:guar-afillee!hat the PFejeet will itehieve!he Sustainable Gbjee6ve. ARTICLE GA SPECIAL TERMS AND CONDITIONS Additions and Deletions Report for AIA Document A141"—2014 Exhibit C.Copyright®2004 and 2014 by The American Institute of Architects_All rights reserved.The'American institute of Architects"'AIA."the AIA Logo.and-AIA Contract Documents-are registered trademarks and may not be used without 5 permission This document was produced by AIA software at 18:04:39 ET on 01I25M23 under Order No.2114402301 which expires on 01/2412024,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 copyright@aia.org. User Notes: (1298483533) Additions and Deletions Report for ALA Document A141 —2014 Exhibit C.Copyright 0 2004 and 2014 by The American Institute of Architects.All rights reserved.The'Amencan Institute of Architects"'AIA.'the AIA Logo,and'AIA Contract Documents'are registered trademarks and may not be used without s permission This document was produced by AIA software at 18:04:39 ET on 0 112 512 02 3 under Order No.2114402301 which expires on 0112412024,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 copydght@aia org. User Notes: (1298483533) PROCUREMENT DIVISION (�>W IDIAN�' Keith Watts, Procurement Manager 33 East Broadway Ave., Ste. 106 Meridian, ID 83642 Phone: (208) 489-0328 Fax: (208) 887-4813 REQUEST FOR PROPOSALS RFP NO. IT-2308-11376 CONTRACT SPECIFICATIONS FOR : DESIGN-BUILD SERVICES FOR CONDUIT & FIBER INSTALLATION FOR THE FIRE SAFETY CENTER PROPOSALS MUST BE RECEIVED NO LATER THAN 4:00 P.M. NOVEMBER 18, 2022 Proposals must be submitted through the City's Bonfire portal (https:/merldiancity.bonfirehub.com) prior to the due date and time Pre-Proposal Conference/Walk-Through NONE Attendance is strongly encouraged PROJECT DESCRIPTION The City of Meridian "City" is soliciting proposals from respondents with at least 5 years of progressive experience to design and construct conduit and fiber. Page 1 of 3 QUESTIONS The Q&A period for this opportunity ends November 15, 2022 12.00 PM MST. Questions must be submitted through the City's Bonfire website. You will not be able to send messages after the Q&A period. Your proposal submission must be uploaded, submitted, and finalized prior to the Closing Time listed above. We strongly recommend that you give yourself sufficient time and at least ONE (1) day before Closing Time to begin the uploading process and to finalize your submission. ANTICIPATED PROJECT SCHEDULE The following is an outline of the anticipated schedule for the proposal review and contract award. Schedule is subject to change. November 10, 2022 Issue Request for Qualification (RFQ) November 15, 2022 12.00 PM Question Period Ends November 16, 2022 Addendum Issued (if needed) November 18 2022 @ 4.00 PM Qualifications Due November 21-22, 2022 Evaluation Period November 23, 2022 Notice of Intent December 5, 2022 Conclusion of Contract Negotiations December 20, 2022 City Council Approval (if needed) TBD NTP BASIS FOR SELECTION This Request for Proposals will be evaluated utilizing the criteria listed below. History from the current and precious projects and customers of the respondent may be used to evaluate some of the criteria. a. Responsiveness to the RFP (5 Points) b. Overall experience in designing and constructing conduit and fiber (30 Points) C. Proposed Concept Plan (30 Points) e. Understanding of Project Objectives (20 points) d. Estimated Cost (15 points) CITY'S REPRESENTATIVE Procurement Representative Keith Watts, Procurement Manager 33 E Broadway Ave. Ste. 106 Meridian, ID 83642 (208) 489-0417 Fax (208) 887-4813 kwatts@meridiancity.org Dated: CITY OF MERIDIAN Keith Watts, Procurement Manager INFORMAL REQUEST FOR QUALIFICATIONS GENERAL INFORMATION AND INSTRUCTIONS TO RESPONDENT CITY OF MERIDIAN Meridian, Idaho 83642 DEFINITIONS, TERMS & CONDITIONS AND SPECIFICATIONS The agreement form to be used will be the AIA A141 form. COMMUNICATIONS The City will use the BonfireHub website (https://meridiancity.bonfirehub.com) for the following activities: •To post the RFQ •To receive any questions or inquires •To issue any associated addenda •To post award notice (including value of award) To contact the Organization or ask questions in relation to this RFQ, respondents must register through the City's public procurement portal at meridiancity.bonfirehub.com (the "Portal") and initiate the communication electronically through the Opportunity Q&A. The City will not accept any respondent's communications by any other means, except as specifically stated in this RFQ. ADDENDA All new information to respondents by way of addenda. This RFQ may be amended only by addendum in accordance with this section. If the City of Meridian, for any reason, determines that it is necessary to provide additional information relating to this RFQ, such information will be communicated to all respondents by addendum posted on the City's public purchasing portal at meridiancity.bonfirehub.com. Each addendum forms an integral part of this RFQ and may contain important information, including significant changes to this RFQ. Respondents are responsible for obtaining all addenda issued by the City. BONDING AND INSURANCE A successful Respondent shall acquire and maintain, at his/her own expense, all insurance and bonds described below. CONDITIONS AFFECTING THE WORK Before submitting a proposal, each respondent must (1) examine the Request for Qualifications documents thoroughly and satisfy themselves as to their sufficiency, and shall not at any time after submission of the Proposal, dispute such specifications and the directions explaining or interpreting them, (2) visit the site to familiarize themselves with the layout of the downtown and the concept plan site, (3) familiarize themselves with Federal, State and Local laws, ordinances, rules and regulations that may, in any manner, affect cost, progress or performance of the work; and (4) study and carefully correlate respondent's observations with the Request for Proposal's. Failure to do so will not relieve respondent from responsibility for estimating properly the difficulty or cost of successfully performing the work. The City will assume no responsibility for any understanding or representations concerning conditions made by any of its officers or agents prior to the execution of the contract, unless included in the Request for Proposal's, or any addendum. AWARD OF CONTRACT DOCUMENTS Award will be made to the Respondent proposing the most advantageous and qualified proposal after considerations of all evaluation criteria set forth herein. The criteria are not listed in any order of preference. CITY will establish an evaluation committee. The committee will evaluate all Qualifications received in accordance with the evaluation criteria. The evaluation committee may also contact and evaluate the Respondent's and subcontractor's references (if any), contact any Respondent to clarify any response, contact any current users of an Respondent's services, solicit information from any available source concerning any aspect of a proposal, and seek and review any other information deemed pertinent to the evaluation process. CITY reserves the right to establish weight factors that will be applied to the criteria depending upon order of importance. Evaluation scores will not be released until after notice of intent to award is issued. CITY shall not be obligated to accept the lowest priced proposal, but will make an award in the best interests of CITY after all factors have been evaluated. CITY shall be the sole judge of the successful offers hereunder. Respondents are advised that it is possible that an award may be made without discussion or any contact concerning the Qualifications received. Accordingly, submitted Qualifications should contain the most favorable terms from a price and technical standpoint. DO NOT ASSUME that you will be contacted or afforded an opportunity to clarify, discuss, or revise your proposal. Award will be by means of a written agreement with the successful Respondent. A Notification of Intent to Award shall be posted on the Bonfire website. Award is contingent upon the successful negotiation of final contract terms. Negotiations shall be confidential and not subject to disclosure until an agreement is reached. If contract negotiations cannot be concluded successfully, CITY may negotiate with the next highest scoring Respondent or withdraw the RFQ. While CITY intends to enter a contract for these services, it will not be bound to do so. CITY reserves the right to reject any or all Qualifications. RESPONDENT'S COST The Respondent will be responsible for all costs (including site visits where needed) incurred in preparing or responding to this RFQ. All materials and documents submitted in response to the RFQ become the property of the City and will not be returned. RIGHTS TO PERTINENT MATERIALS All responses, inquiries, and correspondence relating to the Request for Qualifications and all reports, charts, coverage maps, displays, schedules, exhibits, and other documentation produced 2 of 4 by the Respondent that are submitted as part of the proposal shall become the property of the City after the submission deadline. PUBLIC RECORDS The City of Meridian is a public agency. All documents in its possession are public records. Qualifications are public records and, except as noted below, will be available for inspection and copying by any person. If any Respondent claims any material to be exempt from disclosure under the Idaho Public Records Law, the Respondent will expressly agree to defend, indemnify and hold harmless the City from any claim or suit arising from the City's refusal to disclose any such material. No such claim of exemption will be valid or effective without such express agreement. The City will take reasonable efforts to protect any information marked "confidential" by the Respondent, to the extent permitted by the Idaho Public Records Law. Confidential information must be submitted in a separate envelope, sealed and marked "Confidential Information" and will be returned to the Respondent upon request after the award of the contract. It is understood, however, that the City will have no liability for disclosure of such information. Any proprietary or otherwise sensitive information contained in or with any Proposal is subject to potential disclosure. EVALUATION Before a contract will be awarded, the City may conduct reference investigations as is necessary to evaluate and determine the performance record and ability of the top ranked Respondent(s) to perform the size and type of work to be contracted, and to determine the quality of the service being offered. By submitting a proposal, you authorize the City to conduct reference investigations as needed. Qualifications will be evaluated by a selection committee comprised of City of Meridian employees, and may include citizens of the City. PRESENTATIONS The City may choose to invite those respondents, which are determined to be best qualified, to make a presentation to the City. If it is determined that presentations will be required, an additional evaluation will be conducted and incorporated into the final scoring. Further information may be provided to the prospective respondents after the initial selection. FINANCIAL STATEMENT Respondents may be requested provide a current financial statement or the latest annual report. Respondents shall make a definitive statement regarding their financial ability to perform the requirements hereunder. WARRANTY / GUARANTEE Contractor delivering equipment / goods against this specification shall guarantee that the equipment / goods meet the minimum requirements set forth herein. If it is found that the equipment / goods delivered do not meet the minimum requirements of this specification, the Contractor will be required to correct the same at the Contractor's expense. 3 of 4 BRAND NAME Brand names and numbers, when used, are for reference to indicate the character and quality desired. Contractors may offer comparable "EQUAL" products unless expressly prohibited herein. If necessary, the burden of proof and cost of analysis to determine equality shall be that of the Contractor. If proposing an "EQUAL", please state name of manufacturer, model, and part number, if applicable, and enclose descriptive literature. GUIDELINES / CONTENT To be considered responsive, Qualifications should address all items identified in this section. Please note: Some items require that the Respondent provide a detailed response and/or attachment. Failure to provide a complete response may be grounds for rejection of proposal. Furthermore, Qualifications should be prepared in such a way as to provide a straightforward and concise discussion of the Respondent's ability to provide the services that can best satisfy the requirements herein and the needs of CITY. Elaborate or unnecessarily lengthy documents are discouraged. Emphasis should be concentrated on conformance to the RFQ instructions, responsiveness to the RFQ requirements and on completeness and clarity of content. In order to facilitate evaluation and comparison, Qualifications should be submitted in the format described in this section. Format instructions must be adhered to. All requirements and requests for information in the proposal must be responded to. All requested data must be supplied. Failure to comply with this requirement may be cause for rejection. SUBMITTAL REQUIREMENTS Qualifications must be submitted through the City's Bonfire portal (https:/meridiancity.bonfirehub.com) prior to the due date and time stated on the website. No late Qualifications will be accepted. Qualifications must be valid for a period of ninety (90) calendar days from the due date and time. The City of Meridian does not discriminate on the basis of race, religion, sex, national origin, marital status, age, physical handicap, ownership by women or minorities or sexual orientation. The CONTRACTOR will be responsible for utilizing the City's current contract management tool for project management correspondence throughout the duration of the project. CONTRACTOR will be required to submit written communication to the City through the contract management tool. This includes but is not limited to the following: Reports, drawings, Requests for information, Request for action by City, General Project Documentation & Communication, Pay applications/Invoices, and Change Orders. The Contractor will be required to register with the City of Meridian Public Works Department for access to the program. There is no charge for use of this system. BONFIRE SUPPORT The City uses a Bonfire portal for accepting and evaluating Qualifications digitally. Please contact Bonfire at Support@GoBonfire.com for technical questions related to your submission. You can also visit their help forum at https:Hbonfirehub.zendesk.com/hc 4of4 INFORMAL REQUEST FOR PROPOSALS PROJECT SPECIFICS & SCOPE OF WORK CITY OF MERIDIAN Meridian, Idaho 83642 BACKGROUND / PURPOSE The City of Meridian "City" is soliciting proposals from respondents with at least 5 years of progressive experience to design and construct conduit and fiber. This project is located between Location (A) Meridian Fire Station 3 (3545 N. Locust Grove Rd, Meridian, ID 83646) and Location (B) Meridian Fire Safety Center (1901 E. Leigh Field Dr, Meridian, ID 83646). The City intends to utilize the design-build process for this project and will be utilizing the AIA A141 form agreement. The City intends to construct conduit and fiber. Upon construction completion, the City will be the owner of all installed assets. Proposals that include leased assets or managed services will not be considered. The successful proposer will be required to work with the City's project manager throughout the entire project. The nature of the project is Design-Build, which is intended to allow Contractors to propose changes to what has been presented in the Scope of Work. Those changes may enhance the features or decrease the costs of the project. SCOPE OF SERVICES / SPECIFICATIONS • Design of conduit and fiber between Location (A) Meridian Fire Station 3 (3545 N. Locust Grove Rd, Meridian, ID 83646) and Location (B) Meridian Fire Safety Center (1901 E. Leigh Field Dr, Meridian, ID 83646). • Design shall include entry into both the Meridian Fire Station 3 and Meridian Fire Safety Center. • Installation of conduit and fiber between the above locations. • Each location will have fiber terminated at a specified location inside of the facility in a contractor furnished optical fiber interconnecting unit (LIU). • The termination point for each shall be at a location identified by the City. • Design and construction shall include 1 1/4 - 2" conduit, fiber, junction boxes, and locate wire, between the two sites. • Develop plans and specifications. • Contractor shall provide and install the following materials for the project: 1 1/4 - 2" conduit, junction boxes, locate wire, fiber interconnecting unit, and fiber optic cable. • Contractor shall terminate (all strands) and test the fiber. • Contractor shall be responsible for transporting material to job site from the central storage location and cleaning up all removed pavement and/or landscape material, and restoring all pavements and/or landscape material to their previous conditions. • Contractor shall follow any local laws and permitting requirements. • The final design (Design, Construction Drawings, Specifications and detailed budget; shall be completed and transmitted to the City in a standard non-proprietary format such as CAD and PDF. The final plans (Construction Drawings, Specifications and the Master Plan) and any and all related documents shall be the exclusive property of the City of Meridian. GUIDELINES / CONTENT To be considered responsive, proposals should address all items identified in this section. Please note: Some items require that the Proposer provide a detailed response and/or attachment. Failure to provide a complete response may be grounds for rejection of proposal. Furthermore, proposals should be prepared in such a way as to provide a straightforward and concise discussion of the Proposer's ability to provide the services that can best satisfy the requirements herein and the needs of City. Elaborate or unnecessarily lengthy documents are discouraged. Emphasis should be concentrated on conformance to the RFP instructions, responsiveness to the RFP requirements and on completeness and clarity of content. In order to facilitate evaluation and comparison, proposals should be submitted in the format described in this section. Format instructions must be adhered to. All requirements and requests for information in the proposal must be responded to. All requested data must be supplied. Failure to comply with this requirement may be cause for rejection. Criteria necessary to evaluate the proposals in relation to the service being sought are included in the RFP documents. At a minimum, criteria will include, experience, references, compliance to the specifications and requirements for the service provided that the City may use to award contracts to the Proposer it determines appropriate. SUBMITTAL REQUIREMENTS Letter of Introduction Summary that describes the design firm, and proposed construction firm (if different firms), including the history and experience of the firm(s) Design: • Proposed service to be provided by the design-build firm • Estimated hours dedicated to the design and line item budget • The Design-Builders Concept Plan for the City's proposed project. • Any other information that the design-build firm believes would be helpful to the Committee in evaluating its response. Construction • Construction Schedule • PW License • Insurance Certificates • Resume of Project Manager assigned to the project • Description of Fiber & Conduit to be Installed 2 of 3 Past Projects (Design) • Detailed list (including location, cost, and design) of at least two (2) similar projects that the design firm has designed • Concept drawings and/or master plans of each project (construction drawings if available) Past Projects (Construction) • Detailed list of at least two (2) similar projects that the firm has constructed. Additional Information • Any other information that the design-build firm believes would be helpful to the Committee in evaluating its response. BASIS FOR SELECTION This Request for Proposals will be evaluated utilizing the criteria listed below. History from the current and previous projects and customers of the respondent may be used to evaluate some of the criteria. a. Responsiveness to the RFP (5 Points) b. Overall experience in designing and constructing conduit and fiber (30 Points) C. Proposed Concept Plan (30 Points) e. Understanding of Project Objectives (20 points) d. Estimated Cost (15 points) BONFIRE SUPPORT The City uses a Bonfire portal for accepting and evaluating proposals digitally. Please contact Bonfire at Support@GoBonfire.com for technical questions related to your submission. You can also visit their help forum at https:Hbonfirehub.zendesk.com/hc 3of3 Proposal due date: November 18, 2022 CAE IJ Prepared for: Keith Watts, Procurement Manager CITY OF MERIDIAN Proposal for: RFP NO. IT-2308-11376 FIRE SAFETY CENTER 44 - L6000 20 — N fatbea al" fatbeam.com 2065 W. Riverstone Dr. Suite 202 Coeur d'Alene, ID 83814 t 509 344 1008 November 171h, 2022 Dear Keith Watts, Thank you for the opportunity to share our recommended approach and fiber design solutions for City of Meridian and for taking the time to review our proposal. Connectivity is more important than ever to empower those you serve and to keep our communities connected. By helping you build a reliable, affordable fiber-optic network, we at Fatbeam believe you can expand what's possible for your community while being thoughtful with the resources you are entrusted to manage. We feel confident that our proposed fiber optic solution supports and aligns with your network infrastructure goals not just today, but also into the future. Fatbeam has been successfully delivering custom fiber optic designs and networks to public organizations in the Western United States for more than a decade. We are dedicated to serving your needs in a reliable and cost-effective manner and providing our extensive experience in building a network for the City of Meridian. We hope you'll join us in building a relationship that will benefit not only your City, but your entire community members as well. Best regards, Paul Merritt CEO Fatbeam 2065 W. Riverstone Dr. Suite 202 Coeur d'Alene,ID 83814 fatbeam.com *00 . . - . J. Executive Summary Fatbeam is proposing to build the City of Meridian a dedicated fiber optic network that can serve the City of Meridian for decades to come. The goal of this partnership between the City of Meridian and Fatbeam is to build a network that will help improve access for between City of Meridian facilities. Fatbeam has provided a one-time cost to build and deploy the conduits, vaults and fiber connections as detailed in our response. Fatbeam's proposed solution allows the city to have full control over your infrastructure. Having already built a fiber network in Meridian today, we feel we can streamline the build out and roll out in a timely manner to meet the Cities goals and schedules. Upon contract negotiation, Fatbeam plans to work together with the City of Meridian to create a detailed schedule deployment of the network. We welcome your questions or any additional information that you may require regarding our service proposals. Our staff is happy to arrange a conference call or an on-site meeting to review the specifics included herein, or to begin discussions of a draft agreement between our organizations. We thank you for the time and consideration you've placed in reviewing our proposal and we look forward to the opportunity to work with your city and provide superior network services to your staff and community members. 'rojected Fiber Design r ; ietween Fire Station#3 to Fire Safety Center. Vaults and fiber path are also detailed on the attached diagram. I Leigh Field Dr.to the Fire Safety Center per the following details. :tion will be underground :onduit running from vault at the corner of Locust Grove/Leigh Field Dr.to vault at the corner of Leigh Field Dr.and Summerside Ln. inter-duct in a developer conduit from the vault at the corner of Leigh Field Dr.and Summerside Ln.to the vault in front of the Fire Safety Center. of Fire Safety Center :ire Safety Center =ield Dr.and Locust Grove to the Station#3 will include the following. Fire Station er of Locust Grove and Leigh Field Dr. -onduit installed underground, running between these two vaults. :ire Station#3 ?r will be installed in underground conduit from Fire Station#3 to the Fire Safety Center; all fibers will be terminated and tested. esign or vault locations could result in a price change and would require a change order/amendment. City of Meridian - Fire T City of Meridian -Fire 0% Start Due Assigned T Contract Awarded 0% City Response Review 0% Dec 1,2022 Dec 4,2022 City/County Government City Awards Project 0% Dec 5,2022 Dec 9,2022 City/County Government Contract Signed 0% Dec 10,2022 Dec 14,2022 City/County Government, ... T City Franchise Agreements&Joint 0% Utility Joint Use Agreements 0% Dec 15,2022 Dec 20,2022 Fatbeam City/County Franchise 0% Dec 15,2022 Dec 20,2022 Fatbeam T Engineering 0% Route Survey&Data Collection 0% Dec 15,2022 Dec 20,2022 Fatbeam Engineering Team Generation of Base Maps for Design Work 0% Dec 21,2022 Dec 30,2022 Fatbeam Engineering Team Generation of Aerial Segment Drawings 0% Jan 2,2023 Jan 8,2023 Fatbeam Engineering Team Generation of Underground Segment 0% Jan 2,2023 Jan 8,2023 Fatbeam Engineering Team T Joint Use 0% Prepare and Submit Joint Use Application 0% Jan 9,2023 Jan 15,2023 Fatbeam Engineering Team Joint Use Approval 0% Jan 16,2023 Jan 22,2023 Pole Owners Joint Use Make Ready 0% Jan 9,2023 Jan 15,2023 Pole Owners * ROW and DOT Permitting 0% Generation of ROW Applications 0% Jan 9,2023 Jan 15,2023 Fatbeam Engineering Team ROW Permit Approval Process 0% Jan 16,2023 Jan 22,2023 City/County Government Generation of DOT Permit Application 0% Jan 9,2023 Jan 15,2023 Fatbeam Engineering Team DOT Permit Approval Process 0% Jan 23,2023 Jan 30,2023 DOT Generation of RR Permit Application 0% Jan 9,2023 Jan 15,2023 Fatbeam Engineering Team RR Permit Approval Process 0% Jan 16,2023 Jan 22,2023 RR Permitting Specialist T Overhead Construction 0% Overhead Construction 0% Jan 31,2023 Feb 3,2023 Fatbeam Construction T Underground Construction 0% Underground Construction 0% Jan 24,2023 Feb 3,2023 Local UG Contractor T Building Entrances 0% Construction of Building Entrances 0% Jan 26,2023 Feb 3,2023 Fatbeam Construction T Splicing and Testing of Fiber 0% Fiber Splicing&Testing 0% Feb 4,2023 Feb 8,2023 Fatbeam Construction Configuration of Equipment 0% Feb 7,2023 Feb 11,2023 Fatbeam Installation of Switches 0% Feb 12,2023 Feb 14,2023 Fatbeam * Installation of Electronics 0% Final Testing 0% Feb 15,2023 Feb 17,2023 Fatbeam Deployment Schedule:Fatbeam will work in good faith and in a commercially reasonable manner to deliver the services by the agreed upon deployment schedule, which will be determined by the parties prior to the commencement of the project. fat&am Dec'22 Jan'23 4 11 18 26 2 8 15 22 City of Meridian - Fire oh 0% City of Meridian-Fire Oh 0% Contract Awarded Oh 0% City Response Review 0 0% City/County Government City Awards Project 0 0% City/County Government Contract Signed 0 0% City/County Government,Fatbeam City Franchise Agreements&join... Oh 0% Utility joint Use Agreements 0 0% Fatbeam City/County Franchise 0 0% Fatbeam Engineering Oh 0% Route Survey&Data Collection 0 0% Fatbeam Engineering Team Generation of Base Maps for Desig... 0 0% Fatbeam Engineering Team Generation of Aerial Segment Draw... 0 0% Fatbeam Engineering Team Generation of Underground Segme... 0 0% Fatbeam Engineering Team joint Use Oh 0% Prepare and Submit joint Use Appli... 0 0% Fatbeam ngineering Team joint Use Approval 0 0% Pole Owner joint Use Make Ready 0 0% Pole Owners ROW and DOT Permitting Oh 0% Generation of ROW Applications 0 0% Fatbeam Engineering Team ROW Permit Approval Process 0 0% City/Coup Governmen Generation of DOT Permit Applicati... 0 0% Fatbeam Engineering Team DOT Permit Approval Process 0 0% Generation of RR Permit Application 0 0% Fatbeam Engineering Team RR Permit Approval Process 0 0% RR Permitting Specialis Overhead Construction oh 0% Overhead Construction 0 0% Fatbe Underground Construction Oh 0% Underground Construction 0 0% Local UG Contracto Building Entrances oh 0% Construction of Building Entrances 0 0% Splicing and Testing of Fiber Oh 0% Fiber Splicing&Testing 0 0% Fatbe: Configuration of Equipment 0 0% Installation of Switches 0 0% Installation of Electronics oh 0% Final Testing 0 0% Deployment Schedule:Fatbeam will work in good faith and in a commercially reasonable manner to deliver the services by the agreed upon deployment schedule,which will k commencement of the nroiect. Christopher Davis, CAPM 509-565-9299 christopherdewu@outlook.com 12925 E Mansfield Ave, Spokane Valley, WA Education Eastern Washington University Cheney, WA Bachelor of Science, Mechanical Engineering Technology GPA —3.62//Dec 2015 Professional Summary Organized and efficient project manager with five years of experience managing a product line and projects in manufacturing and ISP industries. Customer-focused with superior communication skills. Professional Experience Fatbeam, Coeur d'Alene, ID Project Manager//October 2022 - Present • Manage enterprise and E-Rate projects providing dark fiber, lit fiber, and wireless/microwave services • Assist with permit processes and track from application to closing • Oversee project budgets and monitor actual costs through all phases • Track project schedule to ensure critical path tasks are completed on time Alliance Machine Systems International, Spokane Valley, WA R&D Coordinator/Project Leader//August 2022 - October • Manage R&D and sales projects from initiation to closing • Develop and maintain project documents such as WBS, schedule, risk assessment, costing, etc. • Balance resource assignments and assign tasks based on project priority • Report project progress to key stakeholders • Product manager for J&L product line Application Engineer 111//July 2021 -August 2022 • Develop product improvement plans, estimate market shares, and track competition • Coordinate integration of 3rd party devices and equipment • Project management for R&D and customer projects • Maintain the product line price book • Travel to customer facilities for pre-install meetings, installations, and sales presentations Application Engineer 11//February 2018 -July 2021 • Project management for new machine and retrofit sales • Filmed training videos on a Specialty Folder-Gluer for customer support • Designed brochures, fliers, and sales material for product line Application Engineer///February 2017 - February 2018 • Produced AutoCAD drawings of production lines for corrugated board • Attended sales and preinstall meetings • Provided customers feedback on machine setup procedures N V I Brad Govi State of Idaho Division of Occupational and Professional Licenses n PUBLIC WORKS CONTRACTORS LICENSING CONTRACTOR J 063827- UNLIMITED -4 11/02/2022 License Number Original License Issi Categories: 16700,02404,02580,02317 :. This is to certify that FATBEAM, LLC has fulfilled the requirements of the law relating to licensing in Idaho Code,Title 54,Chapter 19&45 and is hereby granted this certificate. 11" This license expires: 11130/2023 I v' Licensee Signature Russell Barron,Administrator I� f i ', � :' iil il�l�� yi '• i �I' �r i V _ � W I�• i h � �', I� hi � � III'4i I - CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 08/29/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Tracy Alexander NAME: UNITEL JCC Ext: (402)434-7200 AIXC,No): (402)434-7272 1128 Lincoln Mall E-MAIL tabbott@unitelinsurance.com ADDRESS: Suite 200 INSURER(S)AFFORDING COVERAGE NAIC# Lincoln NE 68508 INSURERA: National Farmers Union P&C 16217 INSURED INSURER B: Charter Oak Fire Ins Co 25615 SDC FB Holdings,LLC INSURER C: Cincinnati Insurance Co. 10677 2065 W Riverstone Dr,Ste 202 INSURER D: INSURER E: Coeur D'Alene ID 83814 INSURER F: COVERAGES CERTIFICATE NUMBER: 22/23 ALL LINES REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCEADDLSUBR POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR PRIM SES Ea oNcE ence $ 300,000 MED EXP(Any one person) $ 5,000 A RU10000142 09/01/2022 09/01/2023 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 X JECT LOC PRODUCTS-COMP/OPAGG $POLICY ❑ PRO 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED RU10000142 09/01/2022 09/01/2023 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 A EXCESS LIAB CLAIMS-MADE 1CB9662312 09/01/2022 09/01/2023 AGGREGATE $ 10,000,000 DED I X1 RETENTION $ 10,000 $ WORKERS COMPENSATION X1 STAPERTUTE ERH AND EMPLOYERS'LIABILITY Y/N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ B OFFICER/MEMBEREXCLUDED? ❑ N/A UB-7R658358-22-15-G 01/01/2022 01/01/2023 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Excess Umbrella C EXS0587420 09/01/2022 09/01/2023 4,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Evidence of Insurance CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Fatbeam,LLC ACCORDANCE WITH THE POLICY PROVISIONS. 2065 W Riverstone#202 AUTHORIZED REPRESENTATIVE Coeur d'Alene ID 83814 � 4� ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ALTOS° Gel-Free, Double-Jacket, Single- Armored Cables, 12-288 Fibers Features and Benefits ALTOS°gel-free, double-jacket,single-armored cables are rugged,armored cables designed for direct-buried Gel-free waterblocking technology installation while suitable for duct and aerial (lashed) Craft-friendly cable preparation installation.The loose tube design provides stable perfor- Corrugated steel tape armor mance over a wide temperature range and is compatible Provides rodent resistance for direct-buried applications with any telecommunications-grade optical fiber. Flexible, craft-friendly buffer tubes Facilitate easy routing in closures SZ-stranded, loose tube design Isolates fibers from installation and environmental rigors and facilitates mid-span access Dielectric central strength member No preferential bend and requires no bonding or groun- ding Polyethylene jacket Rugged, durable and easy to strip Standards Design and Test Criteria ANSI/ICEA S-87-640, Telcordia GR-20, RDUP P E-90 Polyethylene(PE) Outer Jacket Corrugated Steel Armor Dielectric Central Element Vt Buffer Tube Ripcord Fiber i7 w• Polyethylene(PE) Inner Jacket Water-Swellable Tape Water-Swellable Tape ALTOS Gel-Free, Double-Jacket,Single-Armored • - •- • • 1Cables, •- • • PIM1440 Family Spec Sheet 0001NAFTA_AEN CORNING Page 1 1 Revision date 2019-03-01 ALTOS° Gel-Free, Double-Jacket, Single- Armored Cables, 12-288 Fibers Corrugated Steel Armor Ripcord Water-Swellable Tape Ay s?� Polyethylene(PE)Inner Jacket .� Fiber G/ (iJi es Water-Swellable O ;a� Tape Buffer Z Tube t Water-Swellable Tape Dielectric Central Element Polyethylene(PE) Outer Jacket ALTOS Gel-Free, Double-Jacket,Single-Armored • • • • 1 Specifications Temperature Range Storage -40°C to 70°C (-40°F to 158°F) Installation -30°C to 70°C (-22°F to 158°F) Operation -40°C to 70°C (40°F to 158 °F) Note:Corning recommends storing cable in a proper temperature environment prior to installation to allow the cable temperature to meet installation tempera- ture range specifications for best installation results. CableMechanical Characteristics Max.Tensile Strength, Long-Term 200 Ibf (890 N) Max.Tensile Strength, Short-Term 2700 N (600 Ibf) Fiber Count Number of Num ermor� Weight Nominal Outer Min. Bend Min. Bend Tube Positions Active Tubes Diameter Radius Instal- Radius Ope- lation ration 12-72 6 1 -6 179 kg/km 14.3 mm 215 mm 143 mm (120 Ib/1000 ft) (0.56 in) (8.4 in) (5.6 in) 96 8 8 219 kg/km 16 mm 240 mm 160 mm (147 Ib/1000 ft) (0.63 in) (9.4 in) (6.3 in) 144 12 12 318 kg/km 19.7 mm 296 mm 197 mm (213 Ib/1000 ft) (0.78 in) (11.6 in) (7.8 in) Family Spec Sheet 0001NAFTA_AEN CORNING Page 2 1 Revision date 2019-03-01 ALTOS° Gel-Free, Double-Jacket, Single- Armored Cables, 12-288 Fibers Fiber Count Number of Number of Weight Nominal Outer Min. Bend Min. Bend Tube Positions Active Tubes Diameter Radius Instal- Radius Ope- lation ration 192-216 18 16- 18 312 kg/km 19.9 mm 299 mm 199 mm (209 Ib/1000 ft) (0.78 in) (11.8 in) (7.8 in) 288 24 24 384 kg/km 22.2 mm 333 mm 222 mm (257 Ib/1000 ft) (0.87 in) (13.1 in) (8.7 in) Chemical Characteristics Free of hazardous substances according to RoHS 2011/65/EU Transmission Performance MulFiber Core timode Fiber Category M1 OM2 OM3 OM4 • •• T T T Performance Option Code 30 31 80 90 Wavelengths850/1300 850/1300 850/1300 850/1300 AttenuationMaximum .: 3.4/1.0 3.0/1.0 3.0/1.0 3.0/1.0 GigabitSerial 1 300/550 750/500 1000/600 1100/600 Serial 10 Gigabit E - 10 33/- 150/- 300/- 550/- Min.Overfilled Launch(OFL) 200/500 700/500 1500/500 3500/500 Bandwidth ModalMinimum Effective 220/- 950/- 2000/- 4700/- Bandwidth Family Spec Sheet 0001NAFTA_AEN CORNING Page 3 1 Revision date 2019-03-01 ALTOS° Gel-Free, Double-Jacket, Single- Armored Cables, 12-288 Fibers Single-mode 11 Ultra •.- .. ofiber • • • CategoryFiber G.652.D G.652.D/G.657.A1 G.652.D G.652.D G.655 • .• L Z E E F Performance Option Code22 22 00 01 01 Wavelengths(nm) 1310/1383/1550 1310/1383/1550 1310/1383/1550 1310/1383/1550 1310/1383/1550 Maximum Attenuation .: 0.34/0.34/0.22 0.34/0.34/0.22 0.35/0.35/0.25 0.4/0.4/0.3 440.25 Typical Attenuation* .: 0.3210.32/0.18 0.32/0.32/0.18 440.19 Fiber •. G.652 G.654.E .. hEb D Performance Option Code -4 19 01 Wavelengths(nm) 1310/1383/1550 1310/1383/1550 Maximum Attenuation .: 0.33/40.19 -/-10.20 Typical Attenuation* .: 0.31/-/0.17 440.18 *For more information on typical attenuation please seethe Corning whitepaper at http://csmedia.corning.com/opcomm//Resource_Documents/whitepapers_rl/ LAN-1863-AEN.pdf **SMF-28�Ultra fiber delivers up to IN better macrobend loss performance compared to the G.652.D standard and up to 33 percent better macrobend loss performance than the G.657.A 1 standard for 10mm radii bends. Family Spec Sheet 0001NAFTA_AEN CORNING Page 4 1 Revision date 2019-03-01 ALTOS° Gel-Free, Double-Jacket, Single- Armored Cables, 12-288 Fibers Ordering Information I Note: Contact Customer Care at 1-800-743-2675for other options. ❑ ❑ ❑ ❑ U 5 - ❑ ❑ 1 ❑ ❑ D 2 0 o © © o 0 o BE Select fiber count. Defines cable type. Select performance option code. Standard offerings: U=ALTOS®Gel-Free Cable 30=62.5 pm multimode(OM1) 012-288 (Increments of 12) 31 =50 pm multimode(OM2) Defines outer jacket. 80=50 pm multimode(OM3) 5 =Armor Lite'M Cable 90=50 pm multimode(OM4) Select fiber code. 01 =Single-mode(OS2) K=62.5 pm multimode(OM 1) (Max.attenuation 0.4/0.4/0.3 dB/km) T=50 pm multimode Select fiber placement. 00=Single-mode(OS2) (OM2/OM3/OM4) T=12 fibers/buffer tube (Max.attenuation 0.35/0.35/0.25 dB/km) 22=Single-mode(OS2) E=Single-mode(G.652.D) (standard) (Max.attenuation 0.34/0.34/0.22 dB/km) L =Single-mode(G.652.D) 6 =6 fibers/buffer tube 19=Single-mode(Ultra Low-Loss) SMF-28e+O LL See Note 1. (Max.attenuation 0.33/40.19 dB/km) Z=Single-mode(G.652.D/G.657.A1) 01 =Single-mode(TXF) SMF-28 ®Ultra (Max.attenuation 440.20 dB/km) P-Single-mode(G.652) . Select length markings. 01 =Single-mode NZDSF* (Max.attenuation 440.25 dB/km) SMF-28®ULL 3 =Markings in meters *Non-Zero Disperson-Shifted Single-mode Fiber F =Single-mode(G.655) 4 =Markings in feet(standard) LEAF® Defines cable type. D=TXFTM Single-mode(G.654.E) Defines tensile strength. D=ALTOS°Gel-Free Cable P 1 =2700 N/600 Ibf(standard) Defines special requirements. p 20=No special requirements 1)Cable outer diameter may change.Example:48 F cable with 6 fibers per tube will require 8 active buffer and have an OD like a standard 96 F cable. �1 RoHS C O M`JN T Corning Optical Communications LLC•PO Box 489•Hickory, NC 28603-0489 USA 800-743-2675•FAX: 828-325-5060•International: +1-828-901-5000•www.corning.com/opcomm A complete listing of the trademarks of Corning Optical Communications is available at www.corning.com/opcomm/trademarks. All other trademarks are the properties of their respective owners. Corning Optical Communications is ISO 9001 certified. ©2018 Corning Optical Communications.All rights reserved. Family Spec Sheet 0001NAFTA_AEN CORNING Page 5 1 Revision date 2019-03-01 • • - • References QV.,, OF Tk4 City of Star, Idaho 1 GIG Dedicated Internet& Dark Fiber WAN-2020 start date Partnered with the City of Star to develop a community broadband WIFI network at z City Parks and City Hall allowing citizens of Star to have affordable access to reliable Internet Trevor Chadwick, Mayor;City of Star qit i � tchadwick@staridaho.org 208-286-7247 • City of Athol, Idaho 1 GIG Dedicated Internet&Dark Fiber WAN-2020 start date Partnered with the City of Athol to develop a community broadband WIN network at City Parks and City Hall allowing citizens of Athol to have affordable access to reliable Internet. Lori Yarbrough,Athol City Clerk/Treasurer cityclerk@cityofathol.us 208-683-2101 • • Butte-Silver Bow, Montana 1G DIA and Lit Fiber WAN connecting city/county facilities throughout the Butte-Silver Bow Region-Start Date 2017 •• Kathy Kenison, Manager of Information Technology kkenison@bsb.mt.gov •� 406-497-6454 City of Eagle, Idaho Fatbeam partnered with the City of Idaho to provide conduits throughout the City of Eagle for broadband deployment. Start Date-2022 • Eric Ziegenfuss, Public Works Director eziegenfuss@cityofeagle.org 208-489-8795 City of Sandpoint, Idaho Fatbeam and the City of Sandpoint provide conduit and access to each other throughout the city limits. Fatbeam also provides 1 GIG Dedicated . r Internet to the City Hall.-2016 111 SANDPOINT Jennifer Stapleton,City Administrator jstapleton@sandpointidaho.gov -208-265-1483 *All the above references are Fatbeam designed and Fatbeam constructed projects.Specific details available upon request Form Request for Taxpayer Give Form to the (Rev.October2018) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to wwwJrs.gov/FormW9 for instructions and the latest information. 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. Fatbeam, LLC 2 Business name/disregarded entity name,if different from above m 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to a� following seven boxes. certain entities,not individuals;see ca a instructions on page 3): o ElIndividual/sole proprietor or ElC Corporation ElS Corporation ElPartnership ElTrust/estate c single-member LLC Exempt payee code(if any) ao ❑✓ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► P `p Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting *' w LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is code(if any) c another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that IL ° is disregarded from the owner should check the appropriate box for the tax classification of its owner. w ElN Other(see instructions)Do- (Applies to accounts maintained outside the U.S.) fn 5 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional) n 2065 W Riverstone Drive, Suite 202 6 City,state,and ZIP code Coeur d'Alene, ID 83814 7 List account number(s)here(optional) SM Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals,this is generally your social security number(S However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other entities,it is your employer identification number(EIN).If you do not have a number,see How to get a TIN, later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. T27 - 3 4 1 3 5 0 1 jiMM Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.1 am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part 11,later. Sign Signature of Here U.S.person► / l Date► 1/1/2022 General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise .Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest information about developments .Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to www.irs.gov/FormW9. •Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest), 1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption •Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number (EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident amount reportable on an information return.Examples of information alien),to provide your correct TIN. returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X Form W-9(Rev.10-2018) 41tiant A) Alliant Insurance Services,Inc. 818 W.Riverside Ave. Suite 800 Spokane,WA 99201 September 22, 2022 TOF 800 8014448 F 509 325 1803 CA License No.OC36861 www.alliant.com RE: Fatbeam, LLC — Surety Capacity To Whom It May Concern, Our company, Alliant Insurance Services, Inc. manages the surety program for Fatbeam, LLC. Fatbeam, LLC. is currently bonded through Hartford Fire Insurance Company, which has an A.M. Best rating of A+(Superior), and a Financial Size of XV, ($2 Billion or greater). Fatbeam, LLC currently enjoys a bonding capacity of$1,000,000 on Single projects, with an aggregate limit of$2,000,000. This amount currently supports the needs of Fatbeam, LLC,but could be increased if requested. We have the utmost respect for Fatbeam, LLC., and are extremely comfortable with their capabilities. Please note that the decision to issue Performance and Payment Bonds is a matter between Fatbeam, LLC and Hartford Fire Insurance Company, and will be subject to the surety's standard underwriting at the time of a final bond request, which will include, but not be limited to, the acceptability of the contract documents, bond forms, and financing. Hartford Fire Insurance Company assumes no liability to third parties, or to you, if, for any reason, they do not execute said bonds. Should you have any questions, please contact me directly at 509-343-9238 Sincerely, Shawn M. Wilson Surety Account Executive Alliant Insurance Services, Inc. fat• - • ° Pricing Fire Safety Center total extended cost: $60,,720 Design Overview Fatbeam design details for the build between Fire Station #3 to Fire Safety Center. Vaults and fiber path are also detailed on the attached diagram. Build from corner of Locust Grove and Leigh Field Dr. to the Fire Safety Center per the following details. • All conduit construction will be underground • Install 1%to 2 inch conduit running from vault at the corner of Locust Grove/ Leigh Field Dr. to vault at the corner of Leigh Field Dr. and Summerside Ln. • Utilizing (1) 1% inch inter-duct in a developer conduit from the vault at the corner of Leigh Field Dr. and Summerside Ln. to the vault in front of the Fire Safety Center. • Install vault in front of Fire Safety Center • Entrance built into Fire Safety Center The section from the corner of Leigh Field Dr. and Locust Grove to the Station #3 will include the following. • Vault in front of the Fire Station • Vault near the corner of Locust Grove and Leigh Field Dr. • Install 1%to 2-inch conduit installed underground, running between these two vaults. • Entrance built into Fire Station #3 At project completion, a 12-count fiber will be installed in underground conduit from Fire Station #3 to the Fire Safety Center; all fibers will be terminated and tested.