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HomeMy WebLinkAbout2018-325-E AMS - Bordeaux Construction Co. Northern Campus constructionDocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 ORANGE COUNTY CONSTRUCTION MANAGER AT RISK CONTRACT NORTH CAROLINA FOR CONSTRUCTION SERVICES This Construction Manager at Risk Contract for Construction Services (hereinafter the "Contract ") is entered into this the Is` of July, 2018, between: Bordeaux Construction Company (hereinafter the "Construction Manager at Risk" or "CM" or "CMAR ") and Orange County, North Carolina, a political subdivision of the State of North Carolina (hereinafter the "Owner "). For the Project: Northern Orange County Campus WITNESSETH: Whereas the Owner published a Request for Qualifications #5249( "RFQ "), the 3rd day of May, 2018 seeking the submission of Statements of Qualifications to act as a Construction Manager at Risk to furnish professional construction management services during the design and construction of the Project identified and described in that Request for Qualifications; and Whereas the undersigned CMAR submitted a responsive Statement of Qualifications dated June 10th, 2018 and subsequently submitted a fee proposal; and Whereas the Owner has evaluated the Statement of Qualifications and approved, on June 26`h, 2018, the selection of the undersigned CMAR to furnish professional construction management services during the design and construction of the Project; and Whereas the CMAR and the Owner now wish to form and memorialize their agreement for Construction Services pursuant to the terms of the RFQ; Now therefore, for the consideration hereinafter set forth, the CMAR and the Owner agree as follows: 1. GENERAL SCOPE AND INTENT 1.1. For the fee, allowances and other sums set forth herein, the CMAR undertakes to act as the Owner's fiduciary (GS 143- 128.1(c)) and to furnish professional construction management services during the Project. In broad terms, under this Contract, the CMAR will perform construction services, as generally defined in the RFQ, with General Conditions services being provided on a not -to- exceed allowance basis, and all construction being accomplished through the CMAR's Subcontractors, selected as provided herein. The CMAR shall furnish efficient engineering reviews, business administration and field supervision, and shall use its best efforts to see to it that the Work of the Project is done in the best and most expeditious, economical manner consistent with the interests of the Owner, and in strict conformity with the Contract Documents, including all reasonable implications therein. The Work of the Project will be divided into construction phases. The CMAR shall provide a Guaranteed Maximum Price for each construction phase, as more fully defined herein. 1.2. During the construction of the Work, the CMAR will provide all services to coordinate, manage and effect the construction of the Work (including the provision of General Conditions services and the award and management of all Subcontracts) including without limitation: change order review; quality control inspections; schedule maintenance; cost control measures; all meetings; shop drawing review; processing, tracking and monitoring of Requests For Information and substitution requests; resolution of claims by all Subcontractors; all inspections, including inspections by regulatory agencies, the Project Designer, the Owner's Representative, and the Owner's other technical inspectors; and close out documents with the Owner and Project Designer. 1.3. The CMAR shall familiarize itself with all available Project funding and Work with the Owner and Project Designer to maximize the scope and quality of the Project based upon the available funds. Page 1 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 1.4. The performance of the CMAR's services shall be in strict compliance with this Contract, the Fee Proposal, the RFQ (including all its requirements, general conditions, appendices, and attachments), the CMAR's Proposal, the Orange County Minority and Women Owned Business Enterprise ( "MWBE ") policy approved by the Owner on December 6, 2001 (attached as Appendix A), bonds, and all amendments hereto (hereinafter, together: the "Contract Documents "). To the extent any term, requirement, or specification in the CMAR's proposal shall be in conflict with any term, requirement, or specification of any other document or item contained in the Contract Documents, the terms, requirements, and specifications of the other document or item contained in the Contract Documents shall control and the conflicting contents of the CMAR's proposal and supporting documents shall be deemed surplusage. 1.5. The drawings and specifications for the Project shall be considered complementary, one to the other. That which is shown on the drawings or called for in the specifications shall be as binding as if it were both called for and shown. The intent of the drawings and specifications is to establish the scope of all labor, materials, transportation, equipment, and any and all other things necessary to provide a complete job. In case of discrepancy or disagreement in the Contract Documents, the order of precedence shall be: Contract Documents, Project Designer's specifications, large -scale detail drawings, and small -scale drawings. 1.6. The wording of the specifications shall be interpreted in accordance with common usage of the language except that words having a commonly used technical or trade meaning shall be so interpreted in preference to other meanings. 2. DEFINITIONS 2.1. The "Project Team," "Project Design Team," or "Design Team" consists of the Owner, the Project Designers, the CMAR and others as identified in the RFQ. 2.2. The "Owner" is Orange County. The Owner in its sole discretion shall designate an Owner's Representative who shall be the CMAR's Owner contact point during both the Pre- Construction and Construction Phases. This representative is Bonnie Hammersley unless designated otherwise in writing. The Owner's Representative shall be the primary channel of communication to the Owner and shall act as the Owner's liaison with the CMAR. The Owner's Representative may designate multiple representatives responsible for defined aspects of the Project, and may replace or re- designate any or all multiple representatives. In the event of any disagreement or dispute between any members of the Project Team regarding the Project, the Owner's Representative shall be the final decision making authority, subject to written appeal by either party to the Owner and dispute resolution procedures incorporated herein 2.3. The "Designer" or "Project Designer" means the firm or firms of architects or engineers or both (and their consultants and/or subcontractors) which have undertaken to design the Project pursuant to a contract with the Owner, (hereinafter, the "design contract" or "design agreement "). The Owner has retained Moseley Architects of Charlotte, NC as the Project Designer for the Northern Campus site and Detention Center components, and HH Architects of Raleigh, NC as the Project Designer for the Environment and Agriculture Center that includes the Park Operations Base components (Refer to the RFQ Data Sheet). The Project Designer will provide all design services throughout the duration of the Project. The CMAR acknowledges that he has received a copy of the Design Contract between the Owner and Project Designers. Page 2 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 2.4. The "Construction Manager at Risk" (CMAR) is the Owner's fiduciary responsible for undertaking all necessary action contemplated under the Contract Documents to (a) establish during the design phase a Guaranteed Maximum Price (GMP) to construct the Project and (b) ensure timely and quality completion of the Project at a cost within the GMP. CM or CMAR as used in the Contract Documents means Construction Manager at Risk (CMAR). 2.5. A "Subcontractor ", as the term is used herein, shall include a general, mechanical, electrical, or plumbing Subcontractor or other specialty Subcontractor, trade Subcontractor, supplier, or vendor who has entered into a direct contract with the CMAR, and includes one who furnishes labor, materials, equipment or other services to complete Work in accordance with the drawings, specifications and other plans for the Project. The term Subcontractor shall include, where appropriate, sub - subcontractors and suppliers to subcontractors of any tier. 2.6. The "Total Construction Budget" is first described in the RFQ Data Sheet, and consists of the Cost of the Work, as more fully defined in section 4 below, the CMAR -GMP Contingency, as more fully defined in section 5 below, the Early Completion Bonus Fund, if offered and made part of this Contract, as more fully defined in section 24 below, the CMAR General Conditions, as more fully defined in section 3 below, and the CMAR Fee, as more fully defined in section 3 below. Upon approval by the Owner of the Total Construction Budget as presented on June 29th, 2018, the Total Construction Budget will not be allowed to exceed $24,400,000. The Owner reserves the right to adjust the Total Construction Budget at any time prior to agreement on the final GMP. 2.7. The "Construction Documents" are the drawings, specifications and other plans for the Project prepared by the Project Designer and approved in writing by the Owner's Representative, which define the scope of the work. The Contract Documents define terms and conditions. Bid packages or other materials prepared by the CMAR to contract with Subcontractors, while they might incorporate all or part of the Contract Documents and the Construction Documents, shall not be deemed part of nor shall they modify the Contract Documents or the Construction Documents for purposes of this Contract. 2.8. Any "notice" as referenced or required herein shall be in writing, signed by an authorized agent of the party providing notice, and shall be delivered as provided in Section 53.1. 2.9. "Work ", as used herein as a noun, is intended to include materials, labor, and workmanship provided by the CMAR and its Subcontractors to carry out the intent of the Construction Documents. 2.10. The "Project" is the total construction Work to be performed under the Contract Documents, whether performed by the CMAR and its Subcontractors, by the Owner, or by the Owner's separate contractors. 2.11. "Change Order ", as used herein, shall mean a written order to the CMAR subsequent to the signing of the Contract authorizing a change in the Contract. The Change Order shall be signed by the CMAR, Project Designer, and the Owner. 2.12. "Field Order ", as used herein, shall mean a written approval for the CMAR to proceed with the Work requested by Owner prior to issuance of a formal Change Order. The field order shall be signed by the CMAR, Project Designer, and Owner's Representative. Page 3 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 2.13. "Liquidated Damages ", as stated in the Contract Documents, is an amount reasonably estimated in advance to cover the losses incurred by the Owner by reason of failure of the CMAR to complete the Work within the time specified. 2.14. "Surety ", as used herein, shall mean the bonding company or corporate body which is bound with and for the CMAR, and which engages to be responsible for the CMAR and its acceptable performance of the Work. 2.15. "Request for Information" (RFI) is a request from the CMAR seeking an interpretation or clarification by the Project Designer relative to the Contract Documents. The RFI, which shall be labeled (RFI), shall clearly and concisely set forth the issue or item requiring clarification or interpretation and why the response is needed. The RFI must set forth the CMAR's interpretation or understanding of the Contract Documents requirements in question, along with reasons for such an understanding. 2.16. "Inspection" shall mean examination or observation of Work completed or in progress to determine its compliance with the Contract Documents. 2.17. "Equal to" or "approved equal" shall mean materials, products, equipment, assemblies, or installation methods considered equal by the bidder in all characteristics (physical, functional, and aesthetic) to those specified in the Contract Documents. 2.18. "Substitution" or "substitute" shall mean materials, products, equipment, assemblies, or installation methods deviating in at least one characteristic (physical, functional, or aesthetic) from those specified, but which in the opinion of the bidder would improve competition and/or enhance the finished installation. 2.19. "Provide" or "provides" shall mean furnished or furnished and installed by the CMAR or its Subcontractors as more fully described in the Contract Documents. 2.20. "Pre- Construction Services" shall mean services furnished by the CMAR as described in the CMAR's Proposal, including the creation of a target schedule. 3. CMAR CONSTRUCTION FEE AND GENERAL CONDITIONS COSTS 3.1. The CMAR shall be entitled to payment of a fee (the CMAR Fee) for its services on the Project, and shall be entitled to reimbursement of costs as set forth herein, all within the Total Construction Budget as adjusted by the Orange County Board of Commissioners (the "Board ") in accordance with 2.76 above. CMAR shall be entitled to a Pre - Construction Services fee of $85,000 for Pre - Construction Services as described in the CMAR Proposal dated June 29, 2018. This Pre - Construction Services fee shall be included within the GMP. Should the Board fail to approve the GMP, thus ending the Project, or should the Project be terminated or discontinued for any other reason the CMAR shall remain entitled to the fee for Pre - Construction Services, but not the CMAR Fee. 3.2. Provided that the Total Construction Budget remains $24,400,000, the CMAR Fee shall not exceed $915,000, subject to modification and limitation as set forth herein. If the Owner changes the Total Construction Budget, the CMAR Fee shall not exceed three and three quarter percent (3.75 %) of the sum of (i) the Cost of the Work, (ii) the CMAR -GMP Contingency, and (iii) the CMAR General Conditions, (but not including the Early Completion Bonus Fund) all as more fully defined in this Contract, as of the date when the final GMP is established and approved by the Owner, subject to modification and limitation as set forth herein. The CMAR Fee will include all CMAR home office personnel costs, including officers as well as home office and local office support staff not included in General Conditions below, together with all other CMAR overhead costs and profit. Page 4 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 This Fee shall also include all home office quality control and safety reviews, as well as all required services of a home office Project executive, by whatever name called. CMAR costs which are not to be included in the CMAR Fee are the costs of all Subcontracts, on -site field staff, General Conditions costs (as provided below), and the CMAR -GMP Contingency described below. 3.3. When a GMP is established and approved for a defined phase of the Work, the CMAR Fee for that GMP shall be converted to a lump sum and be included in the GMP. When the final GMP is established and approved, the CMAR agrees that the cumulative CMAR Fee shall not exceed the maximum amount set forth above in paragraph 3.2, and shall not cause the final GMP to exceed the Total Construction Budget approved by the Owner. Thereafter, the CMAR Fee shall not be adjusted unless cumulative Owner requested Change Orders to the Work of the Project adjust the total Cost of the Work in the total cumulative GMP in excess of FIVE (5.0 %) percent. The entire CMAR Fee at the time the final GMP is fixed, including all lump sum CMAR fees for each GMP for a defined phase of Work, shall not exceed the amount in 3.2 above. In the event an adjustment to the Fee is warranted under this paragraph, a lump sum adjustment to the Fee shall be equitably determined based on the nature of the changes to the Work, proven changes in the scope of services provided by the CMAR, and any other factor that would affect the effort and cost expended by the CMAR due to changes to the Work. 3.4. In addition to the foregoing Fee, an allowance for the General Conditions on a "not -to- exceed" basis will be submitted by the CMAR with each GMP for the Owner's approval. No costs associated with the CMAR's main office or its main office or other off -site personnel, including the costs associated with the use of items or equipment of the main office, are covered under the General Conditions allowance. All such costs are deemed to have been included in the CMAR Fee. Subject to approval by the Owner's Representative, each GMP may include special designated allowances for defined expenses. Each GMP shall contain an allowance for General Conditions fixed as an estimated lump sum for each GMP. The entire General Conditions allowance shall be fixed based on the Total Construction Budget at the time of the final GMP, after which the General Conditions shall not be adjusted unless an amount is negotiated with Owner- requested Change Orders to the Work of the Project. The sum of the entire General Conditions at the time the final GMP is fixed, including all allowances for General Conditions for each GMP for a defined phase of Work, shall not exceed $1,184,693, subject to approval by the Owner and modification and limitation as further set forth herein. Owner reserves the right to inspect and /or audit all General Conditions services cost documentation. 3.5. General Conditions shall be broken down into a reasonable number of categories as approved by the Owner's Representative and as detailed in Appendix A, Division of Cost Elements. The General Conditions items to be handled by the CMAR on a not -to- exceed allowance basis are to include, but not necessarily be limited to the following items: 3.5.1. Mobilization: Move on site and establish appropriate field offices. 3.5.2. Travel Expenses: All travel, by any conveyance, relating to the Project; except that, with the prior approval of the Owner's Representative, travel required for product reviews, selection, inspection, approvals and expediting at the place of production of such products, shall be chargeable at cost to the cost of the Work under the GMP. 3.5.3. Temporary Facilities: Owner will assist CMAR in providing field office(s). Owner will assist CMAR with providing other appropriate office necessities such as temporary electric, heating, water, and sanitation, after consultation with the Owner's Representative. These costs should be incurred judiciously. Owner will also assist CMAR in establishing and maintaining an appropriate shipping and receiving system. 3.5.4. Plans /Surveys/Permits/Testing: Reproduction of Construction Documents as needed by the CMAR over and above the allowance for Construction Documents provided by the Owner. Provide surveyor's services (site layout, etc.), as required. Acquire all required permits (fee for permits to be paid directly by Owner unless otherwise directed by the Owner's Representative). Perform inspections of the existing buildings and Project Page 5 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 conditions and perform destructive testing to assist the Project Designer prepare a complete and accurate set of Construction Documents and for the CMAR to estimate the cost of the Work in order to minimize change orders due to unforeseen conditions within allowances in the GMP. 3.5.5. Safety /Cleanup: Establish and maintain an on -site safety program throughout the construction phases that shall meet or exceed OSHA requirements. (Note: The cost of home office safety personnel is included in the CMAR Fee. The cost of materials and onsite personnel may be included in General Conditions.) Install and maintain temporary facilities, as required: safety barricades, partitions, ladders, stairs, site fencing, signage, first aid, traffic control devices, etc. Provide daily site cleanup, trash collection, and removal. Provide and maintain site security throughout Project construction phases. Provide site snow removal, as may be required throughout Project construction phases. 3.5.6. General: Provide temporary weather and dust protection (that which must practically remain outside of construction) as may be required during construction phases. Provide field personnel pagers, and two -way radio throughout the construction phases, as applicable. Include travel expenses for field personnel related to off -site equipment/materials survey and inspections. Field staffing needs shall be provided by the CMAR as part of General Conditions per the RFQ documents, and shall be limited to the specific staff positions noted. Provide Project supervisory personnel, as may be required, throughout the construction phases; i.e., the Project superintendent and Project engineers (mechanical, electrical, civil, and structural). Provide field office support staff, as may be required, throughout the construction phases, i.e., secretarial, laborers, etc. 3.5.7. Insurance/Bond: Provide 100% Performance and Payment Bonds. Provide liability insurance and provide builder's risk insurance policy in the amount of the GMP unless directed otherwise by Owner's Representative in accordance with any Owner Controlled Insurance Program ( "OCIP "). 3.5.8. Close- Out/De- Mobilization: Provide final site /facility clean up. Provide final release of liens for all contracts. Provide sets of all Subcontractor as -built drawings to the Owner and Designer; one set will be used by the Project Designer to prepare as -built drawings. 3.6. Expenditures in excess of General Conditions category totals may be made if and only if the CMAR can first certify to the Owner that identified funds in other General Conditions categories within the specific GMP are in excess of actual needs. The CMAR will be reimbursed for actual General Conditions costs only as they are incurred, with no mark -up by the CMAR. Other expenditures in excess of the total General Conditions allowance that are not covered in the Cost of Work may be paid out of the CMAR Contingency as allowed hereunder, or are deemed included in the CMAR's Construction Fee. 3.7. The Owner reserves the right to adjust the Total Construction Budget at any time prior to agreement on the final GMP. Subject to the Owner's right to adjust the Total Construction Budget, any unused balance from each General Conditions allowance may be carried forward by the CMAR to each subsequent GMP, and to the end of the Project. Any unused portion of the total General Conditions allowance remaining after the Project is finally complete shall be returned to the Owner. 3.8. Costs for on -site field staff, off -site Project Management, and off -site Project Administration will be included in the General Conditions allowance as described by the General Conditions Matrix located in Exhibit A. Field personnel costs shall be billed at Direct Personnel Expenses/ Employee costs (direct salary) plus all customary payroll benefits including but not limited to FICA, SUTA, FUTA, 401K, vacation leave, sick leave, holidays, jury duty leave and bereavement leave] with no employee overhead mark up. The on -site field staff is limited to full time staff which includes the Project Engineer(s), Superintendent(s) actually furnishing services to the Project, Field Secretaries /Clerks, and occasional laborers (on as needed basis), as amended from time to time by Page 6 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 agreement of the parties. Other CMAR positions will be deemed included in the CMAR Construction Fee. 3.9. Additional General Conditions costs alleged to arise from any Owner - requested change orders to the Work of the Project will be reviewed on an individual change order basis. After consultation with the Project Designer, the Owner shall determine whether the requested increases are caused by an Owner- requested change order. Absent extraordinary circumstances, the CMAR should not expect that any change order other than those requested by the Owner will allow for an increase in its General Conditions. 3.10. The CMAR shall not, on account of differing site conditions, be entitled to any increase in the CMAR Fee or General Conditions unless the differing site condition is such that the CMAR is entitled to an extension of the time for completion of the Project of more than 30 calendar days. 4. CONSTRUCTION GUARANTEED MAXIMUM PRICE ( "GMP ") 4.1. Upon final review submission by the Project Designer of Construction Documents for an agreed phase of the Work, the CMAR will develop and provide to the Owner a GMP for that phase which will include all costs of construction, (hereinafter sometimes referred to as "Cost of the Work "), and all other projected costs including without limitation the CMAR Fee, the CMAR -GMP Contingency and General Conditions allowance, but not including the Owner's Construction Contingency. The Early Completion Bonus Fund will not be included in any GMP until the final GMP, at which time the Early Completion Bonus will be included in the GMP. The GMP shall set out each anticipated Subcontract amount, the CMAR fixed Fee, the General Conditions Allowance costs including on -site field staff, and all Project related costs, i.e., bonds, personnel payroll benefits, etc. The allocation, basis and distribution of the cost of construction, CMAR Fee, General Conditions and CMAR -GMP Contingency for each GMP shall be set out in detail in each GMP amendment. 4.2. The GMP shall reflect all cash discounts obtained on payments made by the CMAR or any Subcontractor, which shall be for the benefit of the Owner. Trade discounts, rebates, refunds, and amounts received from sales of surplus or salvaged materials and equipment shall accrue to the Owner and the CMAR shall make provisions so they can be secured and shall reduce the GMP accordingly. Amounts which accrue to the Owner in accordance with this section shall be accounted for and credited to the Owner as a deduction from the Cost of the Work or the General Conditions as appropriate. 4.3. The CMAR will develop and submit its final GMP for the Project within 120 days of the Owner approval of the final submission of the complete Construction Documents by the Project Designer. At that time, the Total Construction Budget will be fixed, subject to changes only as set forth herein by change order. Until that time, the CMAR agrees to use its best efforts to work with the Project Team to keep the cost of the Project within the Total Construction Budget. 4.4. Each GMP for a phase of the Work shall identify the Construction Drawings that define the scope of work covered by the GMP, shall describe any assumptions or clarifications concerning the scope of the Work, shall describe any special allowances and the basis on which each allowance was calculated, and shall contain the progress schedule related to that phase of the Work. 4.5. The Owner reserves the right to direct the CMAR to (and the CMAR shall) work in conjunction with the Project Designer to redesign the Project as necessary to maintain the Project program and meet the Total Construction Budget as follows: 4.5.1. After consultation with the Owner, the CMAR shall coordinate and cooperate with the Project Team to alter and redraft Construction Documents as necessary to accomplish the required reduction in cost. Page 7 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 4.5.2. The CMAR shall develop and provide to the Owner a GMP in connection with the redrafted and altered Construction Documents to accomplish the necessary reductions in cost. 4.5.3. The CMAR shall analyze the Project Designer's originally submitted and as altered and redrafted Construction Documents, and make recommendations to the Owner as to ways and methods to reduce the costs of constructing the Project to a sum which does not exceed the Total Construction Budget. Notwithstanding anything in the RFQ to the contrary, the CMAR shall perform the Work set forth in this section without additional compensation. The Owner has the right to reject any GMP as originally submitted, or as adjusted. In that event, the Contract may be terminated according to its terms. In addition, the Owner has the right to withhold, in its sole discretion, approval of the amendment of the Contract to reflect any GMP, in which event the Contract may be terminated according to its terms. 4.5.4. The CMAR's detailed construction cost estimates and GMP will be reviewed by the Project Designer and the Owner for reasonableness and compatibility with the Total Construction Budget. Meetings and negotiations between the Owner, Project Designer and the CMAR will be held to resolve questions and differences that may occur between the Project Construction Budget and the CMAR's construction cost estimate and corresponding GMP. If indicated by the Total Construction Budget limitations or other circumstances, the CMAR shall work with the Owner and Project Designer to reach a mutually acceptable GMP. 4.6. Upon acceptance by the Owner of a GMP, the Owner shall prepare and the CMAR shall execute an amendment to this Contract to reflect the GMP. Within 10 days after the execution of the amendment provided herein, the CMAR shall provide the Owner with a Performance Bond and a Labor and Material Payment Bond each for 100% of the GMP in conformity with the terms of N.C. Gen. Stat. Chapter 44A and this Contract. 4.7. Upon acceptance of the GMP, the CMAR shall continue to advise and assist the Owner and Project Designer during any continuing design activities as described in the RFQ. 4.8. Upon completion of the Work, any and all non - expended funds remaining in any GMP will be retained by the Owner, except as specifically set forth above in Section 3 and below in Section 5. 5. CONTINGENCY ALLOWANCES 5.1. Owner's Contingency: An Owner's Construction Contingency will be established. Expenditures against this contingency will be available to cover all costs not covered by the GMP resulting from changes in scope and initiated by the Owner via a change order amendment issued by the Owner. 5.2. CMAR -GMP Contingency: Each GMP shall contain a CMAR -GMP Contingency fixed as an estimated lump sum for each GMP in an amount approved by the Owner, to help reduce the risks assumed by the CMAR in providing the GMP for the Project. The entire CMAR Contingency shall be fixed, based on the Total Construction Budget at the time of the final GMP, after which the CMAR -GMP Contingency shall not be adjusted unless an amount is negotiated with Owner requested Change Orders to the Work of the Project. In the event an adjustment to the CMAR Contingency is negotiated under this paragraph, a lump sum adjustment to the CMAR Contingency shall be equitably determined based on the nature of the changes to the Work, proven changes in the scope of services provided by the CMAR, and any other factor that would affect the CMAR risks due to changes to the Work 5.3. The Owner and the CMAR acknowledge that the contingency is included to compensate for eventualities which have not been taken into precise account in the establishment of the GMP, specifically unanticipated costs which do not result in, or cause a change order to the GMP, including (1) legal fees not to exceed in the aggregate five thousand dollars ($5,000.00) associated with defending bid protests or subcontract awards may be authorized by the Owner as expenditures within the GMP Contingency provided the CMAR is not negligent or at fault, (2) scope gaps Page 8 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 between trade Subcontractors, (3) contract default by trade Subcontractors, (4) threat of or damage due to Acts of God to the extent not otherwise covered by insurance; (5) costs of corrective Work not provided for elsewhere and (6) unforeseen field conditions and design omissions which a prudent CMAR should reasonably have detected during the discharge of the CMAR's pre - construction duties. Costs incurred for such design omissions shall come from the CMAR -GMP Contingency. Design errors which the CMAR could not have reasonably detected will be resolved on a case -by -case basis. These may be paid from the Owner contingency, but shall not be chargeable to the CMAR -GMP Contingency. 5.4. The CMAR -GMP Contingency is not allocated to any particular item of the Cost of the Work, and is established for the CMAR's use as may be required for increases in costs as noted above. It is understood that the amount of the CMAR -GMP Contingency is the maximum sum available to the CMAR to cover costs incurred as a result of such unanticipated causes or details, and that cost overruns in excess of the amount of the CMAR -GMP Contingency will be borne by the CMAR. 5.5. The CMAR -GMP Contingency may be applied to any items within the Cost of the Work without the necessity of a change order, without constituting a change in the Work, and without resulting in any change in the GMP. The CMAR will notify the Owner and Project Designer in writing of the CMAR's intent to apply any part of the CMAR -GMP Contingency to any item within the Cost of the Work prior to any such application. The CMAR shall fully document the change on its copy of the Construction Documents for inclusion in the as -built record documents required by this Contract. 5.6. Unless otherwise agreed by the Owner, and provided that the Total Construction Budget remains $24,400,000, the total CMAR -GMP Contingency for the Project shall not exceed $488,000. If the Owner changes the Total Construction Budget, the CMAR -GMP Contingency shall not exceed two percent (2.0 %), as a value line item of the sum of the Cost of the Work and the CMAR General Conditions, all as more fully defined in this Contract, as of the date when the final GMP is established and approved by the Owner, subject to modification and limitation as set forth herein. When each GMP is fixed, the CMAR -GMP Contingency for that GMP shall be converted to a lump sum. The entire CMAR Contingency shall be fixed in the final GMP, based on the Total Construction Budget at the time of the final GMP, after which the CMAR Contingency shall not be adjusted unless an amount is negotiated with Owner requested Change Orders to the Work of the Project. 5.7. The amount of the CMAR -GMP Contingency is to be reviewed by the Owner as part of its review of each GMP. The Owner retains the right to specifically request revisions to the amount of the CMAR -GMP Contingency prior to the Owner's acceptance and approval of each GMP. If, after a contingency is fixed as part of a GMP proposal, the contract prices are lower than anticipated, the CMAR and Owner agree that the CMAR -GMP Contingency shall not be reduced prior to completion of that GMP phase. In the event that the CMAR is not required to use any or all of the CMAR -GMP Contingency for a particular GMP it shall be carried forward to each subsequent GMP. After final completion of the Project, the Owner shall pay the CMAR thirty percent (30_ %) of the unused CMAR -GMP Contingency. In the event that there are any funds remaining in any special or dedicated Owner's allowance, those funds shall be retained solely by the Owner. 6. PROJECT DESIGNER'S STATUS 6.1. The Project Designer shall provide liaison and necessary inspection of the Work to ensure compliance with the Construction Documents. The Project Designer is the agent of the Owner only for the purposes and to the extent stipulated in the various Contract Documents. The Project Designer has authority to stop Work or to order Work removed, or to order corrections of faulty or non - compliant Work where such action may be necessary to assure successful completion of the Work. Page 9 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 6.2. The Project Designer is the impartial interpreter of the Contract Documents, and, as such, shall exercise its powers under the Contract to enforce faithful performance by both the Owner and the CMAR, taking sides with neither. 6.3. Should the Project Designer cease to be employed on the Project for any reason whatsoever, then the Owner shall employ a competent replacement who shall assume the status of the former Project Designer. 6.4. The Project Designer will make periodic inspections of the Project at intervals appropriate to the stage of construction. The Project Designer will inspect the progress, the quality and the quantity of the Work and shall verify work in place for purposes of payment and verification of payment applications. 6.5. The Project Designer and the Owner shall have access to the Work whenever it is in preparation and progress during normal working hours. The CMAR shall provide facilities for such access so the Project Designer may perform its functions under the Contract Documents. 6.6. Based on the Project Designer's inspections and evaluations of the Project, the Project Designer shall issue interpretations, directives, and decisions as may be necessary to assist the CMAR in the administration of the Project. The Project Designer's decisions relating to artistic effect and technical matters shall be final, provided such decisions are within the limitations of the Contract. The CMAR's decisions, however, relating to means and methods, and administration of the contracts the CMAR holds are final. 7. DRAWINGS, SPECIFICATIONS AND RECORD DOCUMENTS 7.1. All data, information, material and matter of any nature and all copies thereof in any and all forms whatsoever developed by the CMAR or in the CMAR's possession or control relating to the Project are the property of the Owner and shall be turned over to the Owner within ten (10) days after the Owner's request. 7.2. All design drawings and specifications are instruments of service and remain the property of the Owner. The use of these instruments on Work other than this contract without permission of the Owner is prohibited. All copies of drawings and specifications other than contract copies shall be returned to the Owner upon request after completion of the Work or in the event of a termination of the Contract by either party. 7.3. In such cases where the nature of the Work requires clarification by the Project Designer, such clarification shall be furnished by the Project Designer with reasonable promptness by means of written instructions or detail drawings, or both. Clarifications and drawings shall be consistent with the intent of Construction Documents, and shall become a part thereof unless objected to by the Owner's representative. 7.4. The CMAR shall maintain, in readable condition at its job office, one complete set of working drawings and specifications for its Work, including all shop drawings. Such drawings and specifications shall be available for use by the Project Designer or its authorized representative. 7.5. The CMAR shall require all Subcontractors to provide and CMAR shall safely and securely maintain at the job office a day -to -day record of "as built" work -in -place that is at variance with the Contract Documents. Such variations shall be compiled by and fully noted on Project drawings by the CMAR and submitted to the Project Designer upon Project completion and no later than 30 days after acceptance of the Project. A condition of final payment to the CMAR shall be delivery to the Project Designer, in paper, digital image and/or electronic form, each Subcontractor's submittal drawings and as -built records, and certification by the Project Designer that it has the information Page 10 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 needed to prepare a comprehensive as -built record of the Project for delivery to the Owner in accordance with the Project Designer's contract. 7.6. The CMAR shall devise, implement and maintain at the Project site, on a current basis, a structured document control system which includes and tracks records of all necessary contracts, RFI's, shop drawings, samples, purchases, materials, equipment, maintenance and operating manuals and instructions, and any other documents and revisions thereto which arise out of the Contract or the Work. These documents and copies thereof in paper or electronic form or both as requested shall be readily available to the Owner any time during the performance of this Contract. CMAR to intends to use Procore software; the Owner has no exception to this request. 7.7. The CMAR shall arrange for and submit monthly to the Owner and Project Designer, as a General Conditions expense, progress photographs, organized by date into a sequentially labeled, three ring binders or approved electronic equivalent, in sufficient detail to properly record the Work. 8. CODES AND STANDARDS 8.1. Wherever reference is given to codes, standard specifications or other data published by regulating agencies including, but not limited to, national electrical codes, North Carolina state building codes, federal specifications, ASTM specifications, various institute specifications, etc., it shall be understood that such reference is to the latest edition including addenda published prior to the date of the Contract Documents. 9. LABOR, MATERIALS AND EQUIPMENT 9.1. The CMAR shall, unless otherwise specified, contract for and pay for all labor, transportation, materials, tools, construction apparatus, lights, power distribution, generators, heating apparatus, sanitary facilities, water distribution, safety equipment, scaffolding and incidentals necessary for the completion of the Work, shall arrange for the installation, maintenance and removal all construction equipment, utensils or things, and be responsible for the safe, proper and lawful construction, maintenance and use of same, and the CMAR shall construct in the best and most workmanlike manner, a complete Project and everything incidental thereto, as shown on the drawings, stated in the specifications, or reasonably implied there from, all in accordance with the Contract Documents. 9.2. All materials shall be new and of quality specified, except where reclaimed material is authorized herein and approved for use. Workmanship shall at all times be of a grade accepted as the best practice of the particular trade involved, and as stipulated in written standards of recognized organizations or institutes of the respective trades except as exceeded or qualified by the specifications. 9.3. As set forth in the Construction Documents or upon reasonable notice from the Owner's Representative, the CMAR shall require the Subcontractors to furnish warranties and evidence as to quality of materials. 9.4. Products are generally specified by the American Society for Testing and Materials ( "ASTM ") or other reference standard and/or by manufacturer's name and model number or trade name. When specified only by reference standard, the CMAR may select any product meeting this standard, by any manufacturer. When several products or manufacturers are specified as being equally acceptable, the CMAR has the option of using any product and manufacturer combination listed. However, the CMAR shall be aware that the cited examples are used only to denote the quality standard of the product desired and that they do not restrict bidders to a specific brand, make, manufacturer or specific name; that they are used only to set forth and convey to bidders the general style, type, character and quality of product desired; and that equivalent products will be acceptable. Request for substitution of materials, items, or equipment shall be submitted to the Page 11 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Project Designer for approval or disapproval; such approval or disapproval shall be made by the Project Designer prior to the opening of bids. 9.5. The CMAR shall obtain written approval from the Project Designer for the use of products, materials, equipment, assemblies or installation methods claimed as equal to those specified. Such approvals must be obtained as soon after contract awards as possible and before any materials are ordered. 9.6. The Project Designer shall adjudge the equality of proposed substitution of products, materials or equipment, and its opinion shall be final, unless overridden by the Owner's Representative in writing, subject to written appeal to the Owner. 9.7. If at any time during the construction and completion of the Work covered by these Contract Documents, the conduct of any worker of the various crafts be adjudged by the Owner's Representative a nuisance to the Owner or Project Designer, or if any worker be considered detrimental to the Work, the CMAR and the Subcontractor shall order such parties removed immediately from the site and its environs. 10. SUBCONTRACTS AND SUBCONTRACTORS 10.1. The CMAR shall determine the appropriate bid packages based on the available resources. One or more bid packages shall be prepared for each of the general construction, electrical, mechanical, fire protection, and plumbing divisions of the Work of the Project. The CMAR shall prepare any other contract packages for other divisions or subdivisions of the Work. Each Subcontractor may be required by the CMAR to provide bonds and insurance, consistent with the terms of the RFQ. 10.2. First -tier Subcontractors shall be pre - qualified by the CMAR. Only pre - qualified Subcontractors are allowed to bid and contract with the CMAR on a Project. The CMAR and the Owner's Representative shall confer on the prequalification of lower tier subcontractors, and the CMAR shall decide whether to pre - qualify lower tier subcontractors after giving due regard to the Owner's MWBE goals. The prequalification criteria shall be determined jointly by the Owner, Project Designer and the CMAR to address quality, performance, time specified in the bids for performance of the Contract, the cost of construction oversight, time for completion, capacity to perform, and other factors deemed appropriate by the Owner. The CMAR shall publicly advertise as prescribed in G.S. 143 -129; and shall accept bids from first -tier Subcontractors for all construction Work and all General Conditions that are not being self - performed by the CMAR. All bids shall be opened publicly and once they are opened, shall be public record under Chapter 132 of the General Statutes. The CMAR shall award each contact to the lowest responsible, responsive bidder, taking into consideration the Owner's requirements, quality, performance, time specified in the bids for performance of the contract, the cost of construction oversight, time for completion, compliance with G.S. 143 -128.2 and other factors deemed appropriate by the Owner's Representative and advertised as part of the bid solicitation. If the low bid Subcontractor fails to account for all costs associated with the scope of the Work on which it is bidding, then the bid may be disqualified at the discretion of the CMAR or modified to show additional Project costs not accounted for. If after modification, the apparent low bid is no longer low, then the CMAR shall disqualify that bid and consider the next low bid submitted. The CMAR shall have the right as outlined above to verify the scope of each low bid in the same manner until it determines the lowest verified bid. 10.3. The CMAR shall conduct pre -bid meetings and award meetings for all contracts. The CMAR shall notify the Owner and Project Designer of each such meeting and shall not hold any such meeting without notification to the Owner and Project Designer. 10.4. The CMAR or Owner may reject all bids and repeat the bidding for a given division of Work or re- package the Work activity. Page 12 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 10.5. The CMAR shall not award or issue notice of award for the Work until certified tabulation of the bids, copies of the bids received, the CMAR's recommendations for award, a report of the documentation of MWBE participation and documentation of the good faith efforts of the bidders are provided to and reviewed with the Owner. 10.6. The CMAR may not bid on any trade package, nor may the CMAR perform the Work of any trade package except in the case of an emergency or extraordinary circumstance without the written approval of the Owner and Project Designer. The Owner's Representative may approve the CMAR performing a portion of the Work only if that bidding produces no responsible, responsive bidder for that portion of the Work, the lowest, responsive, responsible bidder will not execute a contract for the bid portion of the Work, or a Subcontractor defaults and a qualified replacement cannot be obtained in a timely manner, and the amount of the Work does not exceed $100,000. Any self - performance of the Work by the CMAR exceeding $100,000 requires the approval of the Orange County Commissioners. 10.7. Once Subcontractors are in place, the CMAR shall provide copies of contracts to the Owner and Project Designer, including those for equipment and material suppliers. The CMAR will require the Subcontractors to provide the applicable Contract Documents including insurance certificates, MWBE participation schedules, and verification of MWBE participation (by submission of letters of intent, copies of purchase orders, etc.). 10.8. If the Project Designer disapproves of any Subcontractor, then it shall submit its reasons for disapproval in writing to the Owner and CMAR. If the Owner's Representative concurs with the Project Designer's recommendation, the CMAR shall submit a substitute for approval. The Project Designer shall act promptly in the approval of material and equipment suppliers and when approval is given, no changes will be permitted except for cause or reason considered justifiable to the Project Designer and Owner's Representative. 10.9. The Project Designer will furnish to any Subcontractor, upon request, evidence regarding amounts of money approved for payment to the CMAR on account of the Subcontractor's Work. 10.10. The CMAR is and remains fully responsible for its own acts or omissions as well as those of any Subcontractor or of any employee of either. The CMAR agrees that no contractual relationship exists between the Subcontractor and the Owner in regard to the Contract, and that the Subcontractor acts on its Work as an agent or employee of the CMAR. The CMAR shall prepare bid documents and construction contract conditions for the Subcontracts for the Work, with the participation of the Design Professional as set forth in the Design Agreement. Bid documents containing (but not limited to) the terms described below shall be prepared by the CMAR and the Design Professional as indicated: 10.10.1. Designer and CMAR: Any procedure or condition requested by the Owner's Representative in writing that is consistent with this Contract. 10.10.2. CMAR: Time of completion and liquidated damages. 10.10.3. Designer and CMAR: Alternate bids — as previously established with Owner's representative and CMAR's approval. 10. 10.4. Designer and CMAR: Allowances - as previously established with Owner's representative and CMAR's approval. 10. 10.5. Designer and CMAR: Any condition peculiar to the Project and the requirements of the particular contract. 10.10.6. CMAR: Tax reporting and payment procedures. 10.10.7. CMAR: Bid, Payment and Performance Bond forms and procedures in accordance with NC General Statutes. 10.10.8. CMAR: Insurance coverages and certificates. Page 13 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 10.10.9. CMAR: A statement emphasizing execution of the contract(s) and delivery to the CMAR and Owner in accordance with General Statutes (within 10 days of award). 10.10.10. Designer and CMAR: Determine special definitions, such as "unclassified excavation, mucking or rock ", etc. 10.10.11. CMAR: Develop procedures for the Subcontractor(s) to request and the Owner's Representative to authorize field and laboratory testing by qualified independent testing agent, which typically include soils, concrete, masonry, asphalt, steel, welding, etc. in accordance with ASTM standards. The CMAR and Project Designer shall participate in reviewing qualification statements from local testing companies, evaluating with the Project Designer and Owner, and providing a final recommendation to the Owner. Subsequent to the Owner's Representatives approval, the CMAR shall participate in seeking proposals for separate contracts as required for testing and special testing necessary for the Project and recommending selection to the Designer and Owner, and the execution of contracts. The cost of independent testing agent(s) is not included in CMAR's GMP. 10.10.12. CMAR: Provisions which establish appropriate incentives and remedial measures for enforcing the contract requirements during construction. 10.10.13. CMAR: Retention of five percent (5 %) retainage shall be withheld up to fifty percent (50 %) of the contractor's work has been satisfactorily completed on schedule. Retention of two and one -half percent (2.5 %) shall be withheld up to ninety -five (95 %) of the contractor's work has been satisfactorily completed on schedule. Retention of one percent (1 %) shall be withheld up to one hundred (100 %) of the contractor's work has been satisfactorily completed on schedule. At each level of retainage calculation, approval of the owner and the Designer and written consent of the surety, further requirements for retainage will be waived only so long as work continues to be completed satisfactorily and on schedule. Deductions shall be allowed by the Owner from the amount of final payment to reimburse any funds expended for repair of warranty items due to failure of the CMAR to achieve such repairs in a timely manner (48 hours for life \safety and 15 working days for all other items). Payment allocated to Principal Trade and Specialty Contractors shall be subject to five percent (5 %) retainage, provided, however that after fifty percent (50 %) of the Cost of the Work has been satisfactorily completed on schedule. With the approval of the Owner and with written consent of the surety, further requirements for retainage will be waived only so long as work continues to be completed satisfactorily and on schedule. 10.10.14. Designer: provide a Listing of all Construction Documents. 10.10.15. CMAR: The Subcontractors shall be required to perform corrections to their Work and fulfill all Project closeout requirements in a timely manner. 10.10.16. CMAR: The CMAR shall require Subcontractors to organize their Work, and incorporate scheduling by the CMAR in accordance with the Owner's requirements. 10.10.17. CMAR: No retention shall be withheld on the CMAR's General Conditions Allowance expenditures. 11. BUSINESS PARTICIPATION GOALS AND STANDARDS 11.1. The CMAR shall identify subcontract packages that will be selected from the local contracting community. 11.2. Orange County requires documentation of good faith efforts for meeting established MWBE goals. 11.3. The Subcontractor and CMAR shall comply in all respects with the Owner's MWBE policies, rules and regulations. The stated goals for this contract are ten percent (10.0 %) MWBE. Percentages include all tiers of subcontractors in accordance with local and state laws and regulations. Page 14 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 11.4. The CMAR shall report all information required by local and state law and regulations to the Owner within ten (10 days) after the end of the quarter ( March 31, June 30, September 30 and December 31) the GMP package is completed, which in turn will submit to the North Carolina Department of Administration, office of Historically Underutilized Businesses. 11.5. To increase participation, if necessary, the CMAR may, with the written approval of the Owner's Representative, waive performance or payment bonds by Subcontractors, or may offer the participation of the CMAR as a guarantor or surety in the financing of materials purchases by Subcontractors, provided that the CMAR may condition such financing participation upon the issuance of joint checks or other similar arrangements to allow the CMAR to verify that timely payments are made to suppliers furnishing credit. 11.6. CMAR shall at all times during the term of this Contract remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non - discrimination laws, policies, rules, and regulations and the Orange County Non - Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http: / /www.oran ecountync. og v/departments /purchasing division/contracts.php). Any violation of the Orange County Non - Discrimination Policy is a breach of this Contract and County may immediately terminate this Contract without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. 12. CONSTRUCTION MANAGER AND SUBCONTRACTOR RELATIONSHIPS 12.1. The CMAR agrees that the requirements of these Contract Documents shall apply equally to each Subcontractor as to the CMAR, and the CMAR agrees to take such action as may be necessary to bind each Subcontractor to these requirements. The CMAR further agrees to conform to the Code of Ethical Conduct as adopted by the Associated General Contractors of America, Inc., with respect to CMAR - Subcontractor relationships, and that payments to Subcontractors shall be made in accordance with the provisions of G.S. 143 -134.1 providing for interest on final payments due to prime Subcontractors and sub - subcontractors. 12.2. Within seven (7) days after the CMAR receives each periodic or final payment and its bank makes the funds available after deposit, the CMAR shall pay each Subcontractor based on Work completed or service provided under the Contract. Should any periodic or final payment to a Subcontractor be delayed by more than seven days after receipt of periodic or final payment by the CMAR, the CMAR shall pay the Subcontractor interest, beginning on the eighth day, at the rate of one percent (1 %) per month or fraction thereof on such unpaid balance as may be due, provided the Subcontractor has conformed to the specified billing procedures and insurance requirements. 12.3. The retainage withheld from payments made by the CMAR to the Subcontractor shall not exceed the retainage reflected in the CMAR payment applications and payments made by the Owner to the CMAR. Any retainage on payments made by the CMAR to the Subcontractor that exceeds the corresponding retainage on payments made by the Owner to the CMAR shall be subject to interest to be paid by the CMAR to the Subcontractor at the rate of one percent (1 %) per month or fraction thereof. 12.4. Nothing in this section shall prevent the CMAR at the time of application and certification to the Owner from withholding application and certification to the Owner for payment to a Subcontractor for unsatisfactory job progress; defective construction not remedied; disputed Work; third -party claims filed or reasonable evidence that claim will be filed; failure of Subcontractor to make timely payments for labor, equipment and materials; damage to CMAR or another Subcontractor; reasonable evidence that the contract cannot be completed for the unpaid balance of the contract sum; or a reasonable amount for retainage not to exceed the initial percentage retained by Owner. Page 15 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 13. SEPARATE CONTRACTS 13.1. Without invalidating the relationships with the CMAR, the Owner reserves the right to let other contracts in connection with the Project, the Work under which shall proceed simultaneously with the execution of the CMAR's Work. Separate contracts may include materials or equipment that the Owner elects to provide itself. The Owner may also enter into separate contracts with testing firms or other technical support firms to assist the Owner in connection with the Project. The CMAR shall afford other separate Subcontractors reasonable opportunity for the execution of their Work and for the introduction and storage of their materials, and the CMAR shall take all reasonable action to coordinate its Work with theirs. If the Work performed by the separate Subcontractor is defective or so performed as to prevent the CMAR from carrying out its Work according to the plans and specifications, the CMAR shall immediately notify the Project Designer and the Owner upon discovering such conditions. 14. WARRANTY AND GUARANTEE 14.1. The CMAR unconditionally warrants and guarantees all materials and workmanship against patent defects arising from faulty materials, faulty workmanship or negligence for a period of twelve (12) months following the date of substantial completion of the Work and beneficial occupancy and shall replace such defective materials or workmanship without cost to the Owner. Project specifications shall require extended warranty provisions when requested by Owner. 14.2. In addition to the foregoing general warranty, the Owner may require extended warranties for specified building components, including without limitation mechanical and electrical equipment, elevators and escalators, security equipment, roof, curtain wall, doors and waterproofing. Extended warranties shall be specified in the Construction Documents or specific written instructions from the Owner. All such extended warranties shall either be provided by the CMAR or by a Subcontractor or manufacturer. If the warranty is provided by a Subcontractor or manufacturer, the warranty shall explicitly state that it is for the benefit of and may be enforced by the Owner. Such warranties shall provide, at a minimum, for the repair or replacement of defective or non- conforming components within the warranty period. Beyond its general twelve (12) month warranty, the CMAR shall not be responsible for extended warranties given by a Subcontractor or manufacturer, so long as the Owner has the benefit of and right to enforce the warranty. 14.3. Additionally, the Owner may bring an action against the CMAR for latent defects which are hidden or not readily apparent to the Owner at the time of beneficial occupancy or final acceptance, whichever occurred first, in accordance with applicable law. 14.4. The CMAR services shall extend through the completion of the warranty phase; once Project Closeout is achieved, however, the CMAR's obligations and services are limited to Warranty obligations. 15. ROYALTIES, LICENSES AND PATENTS 15.1. It is the intention of the Contract Documents that the Work covered herein will not constitute in any way infringement of any patent whatsoever unless the fact of such patent is clearly evidenced herein. The CMAR shall protect and save harmless the Owner against suit on account of alleged or actual infringement. The CMAR shall pay all royalties and /or license fees required on account of patented articles or processes, whether the patent rights are evidenced hereinafter. 16. PERMITS, INSPECTIONS, FEES, REGULATIONS 16.1. The CMAR shall give all notices and comply with all laws, ordinances, codes, rules and regulations bearing on the conduct of the Work under the Contract. If the CMAR observes that the drawings and specifications are at variance therewith, it shall promptly notify the Project Designer and Owner in writing. Any necessary changes required after contract award shall be made by change Page 16 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 order. If the CMAR performs any Work knowing it to be contrary to such laws, ordinances, codes, rules and regulations, and without such notice to the Project Designer and Owner, it shall bear all cost arising there from. Additional legal requirements implemented after bidding will be subject to equitable adjustments to the GMP. 16.2. All Work under the CMAR Contract shall conform to the North Carolina State Building Code and other State, local, and national codes as are applicable. The cost of all required regulatory agency inspections under State, local and national codes shall be the responsibility of the CMAR and its Subcontractors. Costs for re- inspections by Orange County or other regulatory agencies, to the extent attributable to the CMAR and its Subcontractors, shall be the responsibility of the CMAR and its Subcontractors. 16.3. The CMAR shall cooperate with the state, county or municipal authorities by obtaining building and other required permits. Permits shall be obtained by the CMAR, but paid for by the Owner. 17. CONDUCT AND USE OF PREMISES 17.1. The CMAR shall confine its apparatus, the storage of materials and the operations of its workers to limits as indicated by law, ordinances, permits or directions of the Project Designer and Owner's Representative and shall not exceed those established limits in its operations. 17.2. The CMAR shall not load or permit any part of the structure to be loaded with a weight that will endanger its integrity or safety. 17.3. The CMAR shall enforce the Project Designer's and Owner's Representative's instructions regarding signs and advertisements. 17.4. The CMAR, its Subcontractors and employees shall not possess or carry, whether openly or concealed, any gun, rifle, pistol, or explosive on any property owned by the Owner. This includes firearms locked in containers, vehicles or firearm racks within vehicles. 17.5. The CMAR, its Subcontractors and employees, are prohibited from profane, lewd, obscene or offensive conduct or language, including engaging in sexual harassment. 17.6. The CMAR and its Subcontractors shall not manufacture, transmit, conspire to transmit, possess, use or be under the influence of any alcoholic or other intoxicating beverage, narcotic drug, hallucinogenic drug, amphetamine, barbiturate, marijuana or anabolic steroids, or possess, use, transmit or conspire to transmit drug paraphernalia on any property owned by the Owner, except pursuant to a drug prescription by a physician. 17.7. Smoking or use of any tobacco product is prohibited on the Project site. 17.8. The CMAR, its employees, its Subcontractors and their employees shall not solicit from or sell anything within the Owner's facilities. 17.9. Operators of all commercial vehicles on any property owned by the Owner shall be subject to post - accident, random, reasonable suspicion and follow -up testing for drugs and alcohol. 17.10. The CMAR shall at all times enforce strict discipline and good order among its employees and shall not employ any unfit person or anyone not skilled in the task assigned to it. The Owner may require the CMAR to remove any employee or Subcontractor the Owner deems incompetent, careless or otherwise objectionable. 17.11. All agents and workers of the CMAR and its Subcontractors shall wear identification badges approved by the Owner's Representative and provided by the CMAR at all times they are on the Page 17 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Owner's property. The identification badges shall at a minimum display the company name, telephone number, employee name and a picture of the employee. The CMAR and its Subcontractors shall comply with the Owner's access procedures when working on any existing facility. Owner and its representatives reserve the right to require the CMAR to immediately remove any such person(s) failing to comply with this requirement until such time as proper identification requirements are complied with. 18. CUTTING, PATCHING AND DIGGING 18.1. The CMAR shall ensure satisfactory performance of all cutting, fitting, or patching that may be required to make the Work come together properly and fit to receive or be received by Work of other Subcontractors shown upon or reasonably implied by the drawings and specifications for the completed structure, as the Project Designer may direct. 18.2. Any cost brought about by defective or ill -timed Work shall be borne by the party responsible therefore. 18.3. No Subcontractor shall endanger any Work of another such Subcontractor by cutting, digging, or other means, nor shall any Subcontractor cut or alter the Work of any other such Subcontractor without the consent of the Project Designer and the affected Subcontractor(s). 19. UTILITIES, STRUCTURES, SIGNS 19.1. Prior to the operation of permanent systems, the CMAR will cooperate with the Owner to arrange for temporary power, lighting, water, and heat to maintain space temperature above freezing, as required for construction operations. Utility charges for temporary power, lighting, water, and heat will be paid directly by the Owner, unless the Owner directs the CMAR to pay such charges as a General Conditions expense. 19.2. The CMAR shall provide or arrange for as appropriate necessary and adequate apparatus and facilities for water, electricity, gas, fuel, oil, sewer, and other utility services, which may be required for completion of the Project. It is anticipated that the Owner will pay directly to the each utility company all public utility charges for metered utilities such as water, sewer and power. Nevertheless, if requested by the Owner, any permanent meters installed shall be listed in the CMAR's name until its Work is deemed substantially complete and occupied by the Owner, and the Owner may hold the CMAR responsible for extended utility charges in the event completion of the Project is delayed. The Owner or CMAR, as applicable, shall cooperate with one another to recover actual costs of metered utilities from the responsible party should delays occur in Project completion. Extended metered utility costs are in addition to the liquidated damages provided for elsewhere in this Contract. 19.3. Any meters listed in the name of the CMAR shall be re- listed in the Owner's name on the day following completion and acceptance of the CMAR's Work, and the Owner shall pay for services used after that date. 19.4. The Owner shall be reimbursed for all metered utility charges after the meter is re- listed in the Owner's name and prior to completion and acceptance of the Work of all Subcontractors. Reimbursement shall be made by the Subcontractor that's Work has not been completed and accepted. 19.5. The CMAR shall have the permanent building systems in sufficient readiness for furnishing temporary climatic control at the time a building is enclosed and secured. The HVAC systems shall maintain climatic control throughout the enclosed portion of the building sufficient to allow completion of the interior finishes of the building. A building shall be considered enclosed and secured when windows, doorways (exterior, mechanical, and electrical equipment rooms), and Page 18 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 hardware are installed; and other openings have protection, which will provide reasonable climatic control. The appropriate time to start the mechanical systems and climatic condition shall be jointly determined by the CMAR and the Project Designer. Use of the equipment in this manner shall in no way affect the warranty requirements of the CMAR. 19.6. The CMAR shall coordinate the Work so that the building's permanent power wiring distribution system shall be in sufficient readiness to provide power as required by the HVAC Subcontractor for temporary climatic control. 19.7. The CMAR shall coordinate the Work so that the building's permanent lighting system shall be ready at the time the Subcontractors begin final interior painting and other final interior finishes and shall provide adequate lighting in those areas where other interior painting and finishing is being performed. 19.8. The CMAR shall be responsible for its permanently fixed service facilities and systems in use during progress of the Work. The following procedures shall be strictly adhered to: 19.8.1. Prior to acceptance of Work by the Owner, the CMAR shall coordinate the removal and replacement of any parts of the permanent building systems damaged through use during construction. Page 19 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 19.8.2. Temporary closures or filters shall be installed in each of the heating and air conditioning units and at each return grille during construction. New filters shall be installed in each unit prior to the Owner's acceptance of the Work. 19.8.3. Extra effort shall be maintained to keep the building and the site adjacent to the building clean. Under no circumstances shall air systems be operated if finishing and site Work operations are creating dust in excess of what would be considered normal if the building were occupied. 19.8.4. It shall be understood that any warranty on equipment presented to the Owner shall extend from substantial completion and occupancy by the Owner. The cost of maintaining the equipment during operation in the finishing stages of construction shall be borne by the Subcontractor whose system is utilized. 19.8.5. The CMAR shall ensure that all lamps are in proper working condition at the time of final Project acceptance. 19.9. The CMAR shall provide, if required and where directed, toilet facilities and shall furnish and install all water closets required for a complete and adequate sanitary arrangement. These facilities will be available to other Subcontractors on the job and shall be kept in a neat and sanitary condition at all times. Chemical toilets are acceptable. 19.10. The CMAR shall, if needed and where directed by the Owner's Representative, erect a temporary field office, complete with lights, telephone, heat and air conditioning. A portion of this office shall be partitioned off, of sufficient size, for the use of the Project Designer, should the Owner's Representative so direct. 19.11. The CMAR is responsible for making temporary elevators, lifts, or other special equipment available for the general use of all Subcontractors. The cost for such elevators, lifts or other special equipment and the safe and efficient operation thereof may be included in the CMAR's General Conditions. 19.12. The CMAR will erect one sign on the Project, and may erect others if approved by the Owner's Representative. The sign(s) shall be of sound construction, and shall be neatly lettered. The sign(s) shall bear the name or logos approved by the Owner's Representative of participants on the Project, and the CMAR's name, and the name of the Project Designer and consultants. Directional signs may be erected on the Owner's property subject to approval of the Owner with respect to size, style and location of such directional signs. Such signs may bear the name of the CMAR and a directional symbol. All signs must comply with all local sign, appearance, and traffic ordinances. No other signs will be permitted except by permission of the Owner's Representative. 20. CLEANING UP 20.1. The CMAR shall ensure that the building and surrounding area is reasonably free from rubbish at all times, and shall remove debris from the site on a timely basis or when directed to do so by the Owner's Representative. The CMAR shall provide an on -site refuse container(s) for the use of all Subcontractors. The CMAR shall ensure that each Subcontractor removes their rubbish and debris from the building on a daily basis. The CMAR shall ensure that the building is broom cleaned as required to minimize dust and dirt accumulation. 20.2. The CMAR shall provide and maintain suitable all- weather access to the construction site and all buildings. Page 20 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 20.3. Before final inspection and acceptance of the building, the CMAR shall ensure that all portions of the Work are clean, including glass, hardware, fixtures, masonry, tile and marble (using no acid). The CMAR shall clean and wax all floors as specified, and completely prepare the building for use by the Owner, with no cleaning required by the Owner. 21. PROTECTION OF WORK, PROPERTY AND THE PUBLIC 21.1. The CMAR shall be responsible for the entire site and the building or construction of the same and provide all the necessary protections, as required by the Owner's Representative or Project Designer, and by laws or ordinances governing such conditions. Consistent with the indemnification provisions elsewhere in this Contract, and subject to the benefits of any Owner- controlled or Owner - provided insurance that covers the interests of the CMAR and its Subcontractors, the CMAR shall be responsible for protecting the public and those on the site against all bodily injury or harm, and protecting against any damage to the Work, to adjacent property, and to property of others. The CMAR shall have access to the Project at all times. Subject to its ultimate contractual responsibility for protection of work, property and the public under this Contract, and subject to any non - delegable duties imposed by law, the CMAR may delegate to Subcontractors these obligations of the CMAR under this Contract, and may obtain indemnification and insurance from Subcontractors as the CMAR deems reasonable and prudent. 21.2. The CMAR shall provide cover and protect all portions of the structure when the Work is not in progress, provide and set all temporary roofs, covers for doorways, sash and windows, and all other materials necessary to protect all the Work on the building, whether set by it, or any of the Subcontractors. 21.3. Any Work damaged through the lack of proper protection or from any other cause, shall be repaired or replaced without extra cost to the Owner. 21.4. No fires of any kind will be allowed inside or around the operations during the course of construction without special permission from the Owner's Representative. 21.5. The CMAR shall protect all trees and shrubs designated to remain in the vicinity of the operations by building substantial boxes around same. The CMAR shall barricade all walks, roads, etc., as directed by the Project Designer to keep the public away from the construction. All trenches, excavations or other hazards in the vicinity of the Work shall be well barricaded and properly lighted at night. 21.6. The CMAR shall develop and implement a Project safety program in accordance with the RFQ and applicable regulations. The Owner will have final approval of the CMAR's Safety Program. The Owner's Representative may require additional safety measures before granting approval. Subcontractors must also comply with any such additional safety requirements of the OCIP program. The CMAR shall report, to the Owner, as part of each monthly report, any safety violations and actions taken to protect the safety of persons and property engaged in the Project. The CMAR may require that all Subcontractors meet the CMAR's safety program requirements including where those requirements meet or exceed State or Federal requirements. 21.7. The CMAR shall be responsible for all necessary safety measures for the protection of all persons on the job, including the requirements of the Associated General Contractors of America Accident Prevention Manual in Construction, as amended, and shall fully comply with all state, federal, and local laws or regulations and North Carolina State Building Code requirements to prevent accident or injury to persons on or about the location of the Work. The CMAR shall clearly mark or post signs warning of hazards existing, and shall barricade excavations, elevator shafts, stairwells and similar hazards. The CMAR shall protect against damage or injury resulting from falling materials and shall maintain all protective devices and signs throughout the progress of the Work. Page 21 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 21.8. The CMAR shall, at a minimum, adhere to the rules, regulations and interpretations of the North Carolina Department of Labor relating to Occupational Safety and Health Standards for the Construction Industry. 21.9. The CMAR shall designate a responsible member of its organization as safety inspector, whose duties shall include accident prevention on the Project. The name of the full -time onsite safety inspector shall be made known to the Project Designer and Owner at the time the Work is started. The CMAR will provide the Owner's Representative with the name of each Subcontractor's onsite safety officer. 21.10. In the event of emergency affecting the safety of life, the protection of Work, or the safety of adjoining properties, the CMAR is hereby authorized to act at its own discretion, without further authorization from anyone, to prevent such threatened injury or damage. Any compensation claimed by the CMAR on account of such action shall be determined as provided for under Sections 3 and 33 herein. 21.11. If reasonable precautions are inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance encountered but not created on the site by the CMAR or its Subcontractors, the CMAR shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Project Designer in writing. The Owner shall take responsibility for remediation of the material or substance from the site. If the CMAR claim's its progress in completing the Project is delayed because of the Owner's remediation of the site, the CMAR shall file notice and a claim in accordance with this Contract. 22. SEDIMENTATION POLLUTION CONTROL 22.1. Any land- disturbing activity performed by the CMAR in connection with the Project shall comply with all erosion control measures set forth in the Construction Documents and any additional measures which may be required in order to ensure that the Project is in full compliance with all state, federal, and local stormwater, erosion control, and sedimentation control laws, regulations, ordinances, rules, and regulations. 22.2. Upon receipt of notice that a land - disturbing activity is in violation of said act, the CMAR shall be responsible for ensuring that all steps or actions necessary to bring the Project in compliance with said act are promptly taken and shall incur the cost of any related fines. 22.3. The CMAR shall be solely responsible for defending any legal actions instituted pursuant to N.C.G.S. 113A -64. 22.4. To the fullest extent permitted by law, the CMAR shall, without limitation, indemnify and hold harmless the Owner, the Project Designer and the agents, consultants and employees of the Owner and Project Designer, from and against all claims, damages, civil penalties, losses and expenses, including, but not limited to, attorneys' fees, arising out of or resulting from the performance of Work or failure of performance of Work, provided that and only to the extent that any such claim, damage, civil penalty, loss or expense is attributable to the CMAR or its subcontractors and is a violation of the Sedimentation Pollution Control Act. Such obligation shall not be construed to negate, abridge or otherwise reduced any other right or obligation of indemnity which would otherwise exist as to any party or persons described in this Contract, including specifically paragraph 48. 23. INSPECTION OF THE WORK 23.1. It is a condition of this contract that the Work shall be subject to inspection during normal working hours by the Project Designer, designated official representatives of the Owner, and those persons Page 22 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 required by state law to test special Work for official approval. The CMAR shall therefore provide safe access to the Work at all times for such inspections. 23.2. All instructions to the CMAR regarding the interpretation of the plans and specifications will be made only by or through the Project Designer or its designated Project representative. Observations made by official representatives of the Owner shall be conveyed to the Project Designer for review and coordination prior to issuance to the CMAR. 23.3. Where special inspection or testing is required by virtue of any state laws, instructions of the Project Designer, specifications or codes, the CMAR shall give adequate notice to the Project Designer and Owner of the time set for such inspection or test, if the inspection or test will be conducted by a party other than the Project Designer. Such special tests or inspections will be made in the presence of the Project Designer and Owner's representative or the Owner's designated agent, and it shall be the CMAR's responsibility to serve ample notice of such tests. 23.4. All laboratory tests shall be paid by the Owner unless provided otherwise in the Contract Documents except the CMAR shall pay for laboratory tests to establish design mix for concrete, and for additional tests to prove compliance with Contract Documents where materials have tested deficient except when the Owner's testing laboratory did not follow the appropriate ASTM testing procedures. 23.5. The CMAR shall perform quality control inspections on the Work of the Subcontractors to guard the Owner against defects and deficiencies in the Work and shall coordinate its activity with the on- site duties of the Project Designer. The CMAR shall advise the Project Designer of any apparent variation and deviation from the intent of the Construction Documents and shall take the necessary action to correct such variations and deviations from the intent of the Construction Documents. The CMAR shall provide two sets of all inspection reports (in binder form) as part of the job progress meetings to the Project Designer and the Owner. 23.6. The Owner reserves the right to independently contract for compliance inspection and testing. The CMAR shall incorporate and coordinate its services with inspections agents provided by the Owner in general accordance with the State of North Carolina, Department of Administration, State Construction Office's "Special Inspections Guidelines" 23.7. The CMAR shall record and effectuate the correction of deficiencies submitted by the Owner and the Project Designer. 23.8. The Project Designer shall in all cases make final interpretation of the Contract Documents and rule on compliance of the Work. 23.9. Should any Work be covered up or concealed prior to required inspection and approval by the Project Designer, such Work shall be uncovered or exposed for inspection, if so requested by the Project Designer in writing. Inspection of the Work will be made promptly upon notice from the Subcontractor. All cost involved in uncovering, repairing, replacing, recovering and restoring to design condition, the Work that has been covered or concealed will be paid by the CMAR. 23.10. If any other portion of the Work has been covered which the Project Designer has not specifically requested to observe prior to being covered, the Project Designer or Owner's Representative may request to see such Work and it shall be uncovered by the CMAR. If such Work be found in accordance with the Construction Documents, the cost of uncovering and replacement shall, by appropriate change order, be charged to the Owner. If such Work be found not in accordance with the Contract Documents, the CMAR shall pay such costs. 24. TIME OF COMPLETION, DELAYS, EXTENSION OF TIME Page 23 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 24.1. The Pre - Construction services schedule shall not exceed one calendar year from the execution of this Agreement. Once the Notice to Proceed is issued, the CMAR will complete construction services within nineteen (19) months and one (1) month for state and local occupancy permitting inspections, for a total of twenty (20) months. The CMAR shall commence provision of services under this Contract not later than five days after the date of this Contract. CMAR shall fully complete all services hereunder and accomplish the substantial and final completion of the Project in accordance with the Project schedule, which shall be adhered to unless otherwise agreed by the Owner. The Project schedule shall be a schedule developed by the CMAR, and approved by the Owner, as part of the Pre - Construction Services and shall consist of targeted dates by which various stages of the Project shall be completed. 24.2. The Project shall be brought to Substantial and Final Completion within the time prescribed by the Project schedule that is updated and established at the time the final GMP is accepted, which shall be in accord with the foregoing target schedule as extended by the Owner by change order in accordance with the Contract. 24.3. If the CMAR is delayed at any time in the progress of its Work by any act or negligence of the Owner or the Project Designer, or by any employee of either; by changes ordered in the Work; by labor disputes at the Project site; by abnormal weather conditions not reasonably anticipated for the locality where the Work is performed; by unavoidable casualties; by any causes beyond the CMAR's control; or by any other causes which the Project Designer and Owner determine may justify the delay, then the contract time may be extended by change order for the time which the Project Designer and Owner may determine is reasonable. Contract defaults or other breaches of any legal duty by a Subcontractor shall not be grounds for a time extension under this Contract. Time extensions will not be granted for rain, wind, snow or other natural phenomena of normal intensity for the locality where Work is performed. For purpose of determining the extent of delay attributable to unusual weather phenomena, a determination shall be made by comparing the weather for the contract period involved with the average of the preceding twenty (20) year climatic range during the same time interval based on the National Oceanic and Atmospheric Administration National Weather Service statistics for the locality where Work is performed and on daily weather logs kept on the job site by the CMAR reflecting the effect of the weather on progress of the Work and initialed by the Project Designer. Time extensions for weather delays shall not entitle the CMAR to an increase in the GMP. 24.4. It is the CMAR's responsibility to meet the required construction completion dates, as extended by the Owner in accordance with the Contract. As an inducement to the CMAR to meet the required substantial completion date for the Project, the Owner will include in the Total Construction Budget an Early Completion Bonus Fund amount of one percent (1.0 %) of the actual Project GMP, which shall be payable to the CMAR as an Early Completion Bonus if the Project is completed prior to the substantial completion date, as extended in accordance with this Contract and further provided that the Project is completed under budget and so long as including payment of the Early Completion Bonus Fund does not result in an amount that exceeds the Total Construction Budget. This Early Completion Bonus, if earned, will be included in the final payment to the CMAR. If the CMAR decides that any action must be taken in order to meet its contractual responsibility to complete the Project on time or to mitigate liquidated damages payable to the Owner, including for example and without limitation forcing Subcontractors to work overtime, increase labor forces or staffing, or work out of sequence, then the CMAR may, upon written notice to the Owner, waive its right to the Early Completion Bonus. Upon notice that the CMAR waives its right to the Early Completion Bonus, the Owner shall make the funds budgeted for the Early Completion Bonus available to the CMAR to pay the actual costs of such action as a Cost of the Work. The CMAR will enforce all rights and remedies that it has against any and all Subcontractors that are responsible for the failure to complete the Project within the schedule, and reimburse the Owner for the sums contributed under this paragraph to the extent the CMAR is able to recover those costs Page 24 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 from those Subcontractors. If the Project is not substantially complete by the substantial completion date as extended, the Early Completion Bonus shall be deemed automatically waived without further notice, and the funds shall be made available to take action to maintain the Project on schedule. Once the funds budgeted for the Early Completion Bonus are exhausted, all costs associated with any action taken to stay within the completion schedule are the CMAR's responsibility within the GMP. If the CMAR finds that the schedule is likely to be impacted by an action or inaction on the part of the Owner, the CMAR must review the situation with the Owner in a timely manner, and if necessary, to obtain a change order amendment for such Work prior to taking any action which has a time and/or cost impact. All change orders will be settled in full. No caveats for later settlement of time extensions or delays will be accepted. 24.5. Request for extension of time shall be made in writing within ten (10) days following the event that is the cause of delay. In case of continuing cause for delay, the CMAR shall notify the Project Designer of the delay within 20 days of the beginning of the delay and only one claim is necessary. Failure to make a timely claim will constitute a waiver of said claim for extensions of time or for monetary compensation. 24.6. The CMAR shall notify its surety in writing of each extension of time granted. 24.7. The schedule for all responses by the Project Designer to submittals by the CMAR shall be part of the Project schedule, as amended from time to time in accordance with the Contract. No request for a time extension shall be allowed on account of failure of the Project Designer to process any type of submittals, furnish drawings, or provide instructions unless and until the CMAR provides written notice of the request and processes it in accordance with paragraphs 24.4 and 24.5. 24.8. Should the CMAR fail to bring the Project to substantial completion within the time prescribed by the schedule that is established at the time the final GMP is accepted (or such later date as may result from extension of time granted by the Owner), the CMAR shall be liable to the Owner for delay damages as set forth herein. The CMAR acknowledges that delays will damage the Owner, but also acknowledges that proof of such damages would be difficult and costly for both parties, and that the injury to the Owner which could result from a failure of the CMAR to complete on schedule is uncertain and cannot be computed with exact precision. In order to liquidate in advance the delay damages that the Owner will be entitled to recover from the CMAR in the event of unexcused delays in the completion of the Project, the CMAR agrees that it will pay, and that the Owner may retain from the funds otherwise to be paid to the CMAR, the following liquidated damages, which sums are agreed upon as a reasonable and proper measure of damages which the Owner will sustain by failure of the CMAR to complete Work within the time stipulated: 24.8.1. The sum of $1,000.00 per day for each consecutive calendar day that the CMAR fails to achieve substantial completion of the entire Project. 24.8.2. If the Project is not finally complete within sixty (60) days after the time prescribed for final completion by the schedule that is established at the time the final GMP is accepted (or such later date as may result from extension of time granted by Owner) then on the sixty -first (61S) day after the final completion date and on each calendar day thereafter, the CMAR shall pay as liquidated damages the sum of $500.00 per day. 24.9. In addition to the foregoing liquidated damages, the Owner may recover extended utility charges as expressly set forth elsewhere in this Contract. 24.10. The CMAR shall not use its unexpended GMP Contingency to pay liquidated damages. The CMAR may in its discretion provide in its construction contracts that its Subcontractors will be liable for liquidated delay damages, in the amount of the Owner's liquidated damages or in different amounts. Notwithstanding anything in this Contract that might be construed to the contrary, in the event the CMAR deducts liquidated damages from a particular construction Page 25 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 contract, thereby reducing the sum payable under that contract, the GMP will not be reduced by the amount withheld from that Subcontractor. 24.11. This provision for liquidated damages does not bar Owner's right to enforce its other contractual rights and remedies under this Contract, including without limitation the right to order the CMAR to accelerate the Work or the right to terminate the Contract. Liquidated damages represent the Owner's best effort at the commencement of the Contract to estimate its reasonable anticipated damages for delay, and should not be construed as a penalty. 25. CONSTRUCTION SUPERVISION AND SCHEDULE 25.1. The CMAR shall maintain a competent and adequate full -time staff approved by the Owner at the Project site to coordinate and provide adequate direction of the Work, and to monitor progress of the Subcontractors on the Project at all times. The CMAR's on -site representatives shall manage the Work of the Subcontractors and coordinate the Work with the activities and responsibilities of the Owner, Project Designer and CMAR to complete the Project in accordance with the Owner's objectives of cost, time and quality. 25.2. It is understood that the designated and approved on -site resident CMAR representatives will remain on the job and in responsible charge as long as those persons remain employed by the CMAR, unless the Owner's Representative agrees otherwise in writing during the course of the Project. A contract amendment may be required by the Owner's Representative issued accordingly by the Owner. The Owner may request in writing that the CMAR promptly remove any individual staff member for any reason. 25.3. The CMAR shall establish an on -site organization and lines of authority in order to carry out the overall plans of the Project Team. The CMAR will provide for all coordination with the on -site Subcontractors the necessary on -site services for the construction activities and on -site requirements of the CMAR, Owner and Project Designer. 25.4. The CMAR shall accept delivery and arrange for storage, protection and security for any Owner purchased materials, systems and equipment that are a part of the Work until such items are turned over to the respective Subcontractors. 25.5. The CMAR shall provide a critical path method ( "CPM ") schedule utilizing accepted standard computer based software. The scheduling software shall allow for integration of all aspects of the Project and provide for coordination of all Work to be performed. The scheduling software used by the CMAR shall be capable of producing and coordinating logic developed network diagrams, and tabular format reports. 25.6. After acceptance of each GMP and issuance of a construction contract amendment to the CMAR for a Construction Phase of the Project and within fifteen (15) days of written notice to proceed (NTP), the CMAR shall submit a preliminary CPM schedule for inclusion in the contract bid packages consistent with the time frames submitted in each GMP. 25.7. After contract award but prior to thirty (30) days from the date of the notice to proceed, the CMAR shall obtain from the Subcontractors their respective Work activities and integrate them into a Project construction schedule. The CMAR shall develop the complete and final CPM schedule in the form of a CPM network arrow diagram using the CMAR's logic and time estimates for each segment of the Work and manpower loaded to complete the Work within the scheduled time frames. The scheduling obligation shall include tracking the progress of the Owner's and Project Designer's tasks and activities in relation to the milestone schedule and promptly notifying Owner of any delay that might impact construction. The CMAR shall make recommendations to the Owner, with a copy to the Project Designer, regarding strategies for overcoming any delay in the design of the Project that will affect the construction schedule. The CMAR and the Project Designer shall prepare, if deemed necessary, a schedule fixing dates upon which foreseeable Page 26 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 clarifications will be required. The schedule will be subject to addition or change in accordance with progress of the Work. The Project Designer shall furnish drawings or clarifications in accordance with that schedule. The CMAR shall not proceed with the Work without such detail drawings and/or written clarifications. 25.8. The arrow network diagram will be drawn in a level of detail suitable for display of salient features of the Work, including but not limited to the placing of orders for materials, submission of shop drawings for approval, approval of shop drawings by the Project Designer and the Owner, delivery of material, and all Work activities inclusive of punch list agreed to by the Owner. Each Work activity shall be assigned a time estimate by the CMAR. One -day shall be the smallest time unit used. Data shall also be provided in Gantt form. This schedule will not be the basis for invoicing, but may be considered by the Design Professional and the Owner when evaluating the percentage of Work represented to be complete in each schedule of values. 25.9. Upon completion of the network diagrams, the CMAR shall have computer input data prepared, and a computer run made to generate a printout for the Project based on the information supplied. In the event the completion date indicated by the schedule exceeds the contractual date, the logic and time estimates used to develop the plan will be reviewed, changes made in the logic and time estimates, and another computer run made to generate a new schedule. This procedure shall be repeated, if necessary, to provide a plan and schedule to meet Owner requirements. All submissions shall be both in hard copy and in electronic format. 25.10. Within fifteen (15) days of each GMP notice to proceed, the updated CPM schedule shall be submitted to the Owner for review and approval. No application for payment will be processed until the Project CPM schedule is approved by the Owner. This working plan shall show job identification, job duration, manpower loading, cost loading, calendar dates for start and finish of each job, and jobs critical to the completion of the Project on schedule. When approved by the Owner, they shall become the working plan and schedule for the Project and such information shall be provided to the Contractor for distribution to the Project Team. The CMAR shall distribute to the Subcontractors the approved Project CPM schedule and shall display same at the job site. 25.11. The CMAR shall review the plan and schedule each week. An updated Project schedule shall be furnished showing actual completed Work at the end of each month in respect to the entire Project. The form used shall be approved by the Owner and shall be submitted with the monthly invoice. The CMAR shall also develop and submit a Work plan for a two week, thirty day and sixty day look ahead. 25.12. The CMAR shall provide regular monitoring of the schedule as construction progresses, identify potential variances between scheduled and desired completion dates, review the schedule for Work not started or incomplete, review the status of submittals and delivery of long -lead time deliveries, review the Owner's occupancy priorities, and take the action necessary to meet the required completion date. The CMAR shall furnish to the Owner various schedules and updates setting forth planned and completed progress of the Project broken down by the various divisions or parts of the Work and by calendar days. The CMAR shall ensure that all schedules are prepared and updated in strict conformance with the Owner's requirements for formatting of reports for the Owner. The CMAR shall keep the Owner, the Project Designer and all Subcontractors fully informed as to all changes and updates to the schedule. The CMAR shall ensure that all schedules are prepared and updated in strict conformance with the Owner's requirements and for provision of one inclusive schedule incorporating necessary lead times for actions required, by the Owner and regulatory agencies (including Orange County), by the Consultant, by the CMAR, and by utility companies providing services or relocating service lines and facilities, by all Subcontractors, and for significant General Condition's activities, including but not limited to agenda submittals, permit and approvals applications and review of interim and final plans, specifications and bid packages. Page 27 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 25.13. The CMAR shall schedule and preside over regular site coordination meetings with Subcontractors as conditions on the Project require, but at least weekly. In addition, the CMAR shall conduct weekly progress meetings and other meetings as may be directed by the Owner, at which Subcontractors, the Owner, the Project Designer, other designated representatives, and the CMAR can discuss jointly such matters as progress, scheduling, and construction- related problems. All Subcontractors shall be represented at these job progress conferences by both home office and Project personnel, unless specifically excused by both the CMAR and the Owner. The CMAR shall require attendance from other subcontractors and material suppliers who can contribute toward maintaining required job progress. It shall be the principal purpose of these meetings, or conferences, to effect coordination, cooperation and assistance in every practical way toward the end of maintaining progress of the Project on schedule and to complete the Project within the specified contract time. The CMAR shall be prepared to assess progress of the Work and to recommend remedial measures for correction of progress as may be appropriate. The CMAR with assistance from the Project Designer shall be the coordinator of the conferences and shall preside as chairman. The CMAR shall take and distribute complete minutes of meetings to all attendees and others as directed by the Owner within three (3) days of such meetings. Representatives of the Owner may attend any or all meetings and shall in any case receive all notices and minutes of meetings. 25.14. The CMAR shall keep accurate and detailed written records of Project progress during all stages of construction. The CMAR shall maintain a detailed daily diary of all events, which occur at the jobsite or elsewhere, and which affect, or may be expected to affect, Project progress. The diary shall record weather data, including minimum and maximum temperatures, precipitation type and amount, sky conditions, and wind velocities. The diary shall also record all visitors, and include a detailed list of all material deliveries to the site. The diary shall be available to the Owner at all times and shall be turned over to the Owner upon completion of the Contract. 25.15. The CMAR shall compile and submit to the Owner daily a summary report consisting of the CMAR's Daily Diary and each Subcontractor's daily report describing the construction activities of the day along with manpower and equipment usage, including that of the Subcontractors. 25.16. The CMAR shall submit to the Owner and the Project Designer a weekly report of the status of all Work activities. The CMAR is to submit and conform the report format to the Owner's requirements for these reports and prior to implementation the CMAR must obtain the Owner's approval of the format. The Owner shall have no duty to respond to any information in the periodic reports, unless the CMAR specifically requests a response or action by the Owner in writing in a separate document. 25.17. The weekly status report shall show the actual Work completed to date in comparison with the original amount of Work scheduled, inclusive of information on the Subcontractors' Work and the percentage of completion for the Project. The report shall describe major milestones achieved and slipped, including a discussion of each slippage. In addition to schedule information, the report shall contain an overall summary of the financial status of the Project with a cost control report with proposed solutions for resolution of any cost concerns or issues. The report shall contain a summary statement on the status of change orders for the Project inclusive of potential change orders, approved change order and rejected /voided change orders as well as change orders which require the Owner's immediate attention. The report shall contain a summary statement as to the status of shop drawings, submittals and RFI's for the Project inclusive of items requiring the Owner and/or the Project Designer's immediate attention. The report shall contain a summary statement as to the status of quality control /inspections for the Project including, but not limited to, number and type of inspections made, overall Project quality to date, and recommendations. Finally, subject to the requirements of any OCIP, the report shall include an accident report. 25.18. If the Work is behind schedule, the CMAR must immediately provide written report of such condition to the Owner and Project Designer and indicate in writing what measures are being taken to bring the Work back on schedule and ensure that the contract completion date is not exceeded. If Page 28 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 the Work is greater than thirty (30) days behind schedule and no legitimate requests for time extensions are in process, then the CMAR shall prepare and submit to the Project Designer a recovery schedule for review and approval. Failure of the CMAR to abide by the directives in this paragraph will give the Owner cause to terminate the Contract and pursue any other legal remedies allowed it by law. SHOP DRAWINGS, SUBMITTALS, SAMPLES, DATA 25.19. The CMAR shall develop and implement a system for review, acceptance or rejection, and processing of all shop drawings and submittals, including the projected lead -time on the CPM schedule. The CMAR shall review this system with the Owner and the Project Designer, and obtain the Owner's approval prior to implementation. 25.20. Within 30 consecutive calendar days of the notice to proceed with each GMP, a schedule for anticipated submission of all shop drawings, product data, samples, and similar submittals shall be prepared by the CMAR and provided to the Project Designer. This schedule shall indicate the items, relevant specification sections, other related submittal data, and the date when these items will be furnished to the Project Designer. 25.21. The CMAR will be responsible for logging all shop drawings /submittals and stamping them reviewed and approved prior to submission to the Project Designer. The CMAR shall provide additional copies of any submittals or shop drawings requested by the Owner. The CMAR is to insure that shop drawing /submittal packages are submitted in an appropriate manner and, if not, return them to the Subcontractor for proper submission. 25.22. The CMAR shall be responsible for tracking and monitoring all shop drawings /submittals throughout construction until all shop drawings /submittals have been approved by the Project Designer and completion reported to the Owner. 25.23. The CMAR shall include shop drawings as an agenda item on all Owner meetings and advise the Owner immediately of any delays in the shop drawing and submittal process. 25.24. The CMAR shall develop a shop drawing and submittal aging report which is to be submitted to the Owner at each weekly progress meeting. 25.25. Approval of shop drawings by the Project Designer shall not be construed as relieving the CMAR from responsibility for compliance with the design or terms of the Contract Documents nor from responsibility of errors of any sort in the shop drawings, unless such error has been called to the attention of the Project Designer in separate writing by the CMAR. 26. SUBSTITUTION REQUESTS 26.1. The CMAR will be responsible for logging all substitution requests. The CMAR will be responsible for reviewing all substitution requests to insure that they are complete; and, if not, return them to the Subcontractor for proper submission. The CMAR will be responsible to review all substitution requests prior to submission to the Project Designer and the Owner. It is to be noted that the Owner discourages substitutions and the Owner's approval will be granted only upon the most persuasive arguments as to quality, function and financial merit regarding a substitution. The CMAR shall be responsible for tracking and monitoring all substitution requests throughout construction until all substitution requests are processed by the Project Designer and the Owner. The CMAR shall be responsible to see that all substitution requests are submitted in a timely manner per the specifications. The CMAR shall include substitution requests, if any, on the agenda topic at the Owner's meetings and advise the Owner immediately of any delays in the substitution request process. 27. REQUESTS FOR INFORMATION Page 29 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 27.1. The CMAR will be responsible for developing and implementing a RFI form for use on the Project. The CMAR will be responsible for logging and reviewing all RFI's prior to submission to the Owner and the Project Designer. The CMAR is to insure that the RFI's submitted are appropriate and not frivolous. The CMAR shall be responsible for tracking and monitoring all RFFs throughout construction in a timely manner until they are processed by the Project Designer and the Owner. The CMAR shall include RFI's as an agenda topic at all Owner meetings and advise the Owner immediately of any delays in their process. All responses to the RFI's that have an added cost impact must also be discussed with the Owner immediately upon such determination. The CMAR shall develop an RFI aging report that is to be submitted to the Owner at each progress meeting. 28. SUBSTANTIAL COMPLETION 28.1. The date of substantial completion of the Work or designated portion thereof is the date certified by the Project Designer when the Work or a designated portion thereof is sufficiently complete, in accordance with the Construction Documents, so the Owner can fully occupy and utilize the Work or designated portion thereof for the use for which it is intended, with all of the Project's parts and systems operable as required by the Contract Documents. Only incidental corrective Work and any final cleaning beyond that needed for the Owner's full use may remain for final completion. The issuance of a temporary or final certificate of occupancy shall not, in itself, constitute substantial completion. 28.2. When the CMAR considers that the Work, or a designated portion thereof which is acceptable to the Owner, is substantially complete as defined above, the CMAR shall prepare for and submit to the Project Designer and Owner a list of all items which in the CMAR'S opinion are to be completed or corrected and shall attach it to a request in writing that the Project Designer perform a substantial completion inspection. The Owner's occupancy of incomplete Work shall not alter the CMAR's responsibilities. The Project Designer shall review the CMAR'S list and shall compile a punch list of items to be corrected and completed. The failure to include any items on such list does not alter the responsibility of the CMAR to complete all Work in accordance with the Contract Documents. 28.3. When the Owner, Project Designer and CMAR, on the basis of an inspection, jointly determine that the Work or designated portion thereof is substantially complete, the Project Designer will then prepare a certificate of substantial completion which shall establish the date of substantial completion, shall state the responsibilities of the Owner and the CMAR for security, maintenance, heat, utilities, damage to the Work, and insurance, and shall signify the beginning of the time within which the CMAR shall complete the items listed therein. Warranties required by the Contract 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. 28.4. The certificate of substantial completion shall be submitted to the Owner and the CMAR for their written acceptance of the responsibilities assigned to them in such certificate. Upon substantial completion of the Work or designated portion thereof and upon application by the CMAR and certification by the Project Designer, the Owner shall make payment, except retainage held pursuant to the Contract Documents, for such Work or portion thereof as provided in the Contract Documents. 28.5. The acceptance of substantial completion payment shall constitute a waiver of all claims by the CMAR and its Subcontractors, except those previously made in writing and identified by the CMAR as unsettled at the time the CMAR submits the application for payment for substantial completion, and except for the retained sums due at final acceptance. 28.6. In addition to any and all other indemnification required by this Contract the CMAR shall indemnify and hold the Owner harmless against any claims by its Subcontractors that are waived Page 30 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 because they were not made in writing and identified by the CMAR as unsettled when the CMAR submitted the application for payment for substantial completion. 28.7. The Owner shall have the option to correct or complete any and all punch list items not completed by the CMAR to the satisfaction of the Project Designer and the Owner within forty five (45) days for any GMP package of less than 1 year's duration and not more than ninety (90) days from the actual date of substantial completion for any GMP package of more than 1 year's duration by utilizing its own forces or by hiring others. The cost of such correction of remaining punch list items by the Owner or others shall be deducted from the final payment to the CMAR. 28.8. If CMAR does not complete certain punch list items within the required time period, all warranties and guarantees for such incomplete punch list items shall become effective upon CMAR submitting to the Owner and Project Designer certification of the date such items were completed and approval by the Owner's Representative and Project Designer.. The issuance of the certificate of substantial completion does not indicate final acceptance of the Project by the Owner, and the CMAR is not relieved of any responsibility for the Project except as specifically stated in the certificate of substantial completion. 28.9. Should the Project Designer and the Owner determine that the Work or a designated portion thereof is not substantially complete, they shall provide the CMAR with written notice stating why the Work or designated portion is not substantially complete. The CMAR shall expeditiously complete the Work and shall re- request in writing that the Project Designer perform another substantial completion inspection. Costs, if any, associated with such re- inspection shall be assessed to the CMAR at the rates specified in the Project Designer's contract. 29. PARTIAL UTILIZATIONBENEFICIAL OCCUPANCY 29.1. The Owner may desire to occupy or utilize all or a portion of the Project when the Work for that portion is substantially complete. 29.2. Prior to the final payment, the Owner may request the CMAR in writing, through the Project Designer if applicable, to permit the Owner to use a specified part of the Project which the Owner believes it may use without significant interference with construction of the other parts of the Project. If the CMAR agrees, the Project Designer will schedule a beneficial occupancy inspection after which the Project Designer may issue a certificate of substantial completion. The certificate shall include the following documentation: 29.2.1. Date of substantial completion. 29.2.2. A tentative list of items to be completed or corrected before final payment. 29.2.3. Establishing responsibility between the CMAR and Owner for maintenance, heat, utilities and insurance. 29.2.4. Establishing the date for guarantees and warranties under the terms of the Contract. 29.2.5. Consent of surety. 29.2.6. Endorsement from the CMAR'S insurance company permitting occupancy shall not be a condition precedent to the Owner's occupancy of a part or parts of the Project, but may be requested by the Owner in its discretion. 29.3. The Owner shall have the right to exclude the CMAR from any part of the Project which the Project Designer has so certified to be substantially complete, but the Owner will allow the CMAR reasonable access to complete or correct Work to bring it into compliance with the Contract. Page 31 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Contractors allowed to Work in substantially complete and occupied areas shall clean up after their operations daily or be subject to back charges therefor. Occupancy by the Owner under this article will in no way relieve the CMAR from its contractual requirement to complete the Project within the specified time. 30. FINAL INSPECTION, ACCEPTANCE, AND PROJECT CLOSEOUT 30.1. The CMAR is responsible for the close out requirements under the Contract. The CMAR is to Work closely with the Owner as to the procedures and schedule for contract close -out and the related contractual obligations. 30.2. The CMAR is to Work closely with the Owner's building commissioning agent or agents throughout the design, construction, and close -out phases of the Project. 30.3. Upon notification from the CMAR that the Project is complete and ready for inspection, the Project Designer shall make a preliminary final inspection to verify that the Project is complete and ready for final inspection. Prior to final inspection, the CMAR shall complete all items requiring corrective measures noted at the preliminary inspection. The Project Designer shall schedule a final inspection at a time and date acceptable to the Owner and the CMAR. 30.4. At the final inspection, the Project Designer shall, if job conditions warrant, record a list of items that are found to be incomplete or not in accordance with the Construction Documents. At the conclusion of the final inspection, the Project Designer shall make the following determinations: 30.4.1. That the Project is completed and accepted. 30.4.2. That the Project is accepted subject to the list of discrepancies (punch list). Subject to unavoidable delays in the delivery of materials needed to correct or complete discrepancies, all punch list items must be completed within thirty (30) days of acceptance or the Owner may invoke Owner's Right to Do Work. 30.4.3. That the Project is not complete and another date for a final inspection will be established. 30.5. Within fourteen (14) days of acceptance or within fourteen (14) days after completion of punch list, the Project Designer shall certify the Work and issue applicable certificate(s) of compliance. 30.6. Any discrepancies listed or discovered after the date of final inspection and acceptance shall be resolved as a warranty item. 30.7. The CMAR shall obtain as -built and product data from Subcontractors and maintain a current set of record drawings, specifications and operating manuals. For mechanical and electrical equipment, the CMAR is to obtain the operating and maintenance (O &M) manuals at least three (3) months prior to the demonstration for such equipment. These O &M manuals are to be sent to the Owner's representative who is to forward one (1) set to the Owner's department responsible for maintaining the facility for review prior to the equipment demonstration. 30.8. At the completion of the Project and before final payment, the CMAR shall deliver a complete set of as -built drawings for use by the Project Designer in preparing Record Drawings. 31. COST CONTROL 31.1. The CMAR shall develop and maintain an effective system of Project cost control. Elements of the system of Project cost control will include Project budgets, GMP proposals, the critical path schedule, and cash flow forecasts and reports, all in formats to be approved by the Owner. Page 32 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 31.2. The CMAR shall incorporate into each element of the system of Project cost control all Owner approved changes as they occur, update and refine the GMP, and develop reports and forecasts as needed, or as directed by the Owner. The CMAR shall identify variances between actual and estimated costs and advise the Owner whenever projected cost exceeds allowances or estimates. 31.3. The CMAR shall check and supervise all material deliveries, equipment and labor entering the Work site. The CMAR shall maintain cost accounting records on authorized Work performed under unit costs, actual costs for labor and material, or other bases requiring accounting records, and afford the Owner access to these records and preserve them for a period of three (3) years after final payment. The Owner reserves the right to audit these records during that period. 32. CHANGES IN THE WORK 32.1. The CMAR shall develop and implement a system for review, negotiation, and processing of proposed Change Orders. The CMAR shall, with complete supporting data, recommend necessary desirable changes to the Owner and the Project Designer for approval. 32.2. The Owner unilaterally at any time may have changes made in the Work covered by the Contract, including but not limited to changes: (1) in the specifications or drawings; (2) in the sequence, method or manner of performance of the Work; (3) in the Owner - furnished facilities, equipment, materials, services or site; or (4) directing acceleration in the performance of the Work. Furthermore, it is understood and agreed that refinement and detailing may be accomplished from time to time with respect to the drawings and specifications. The CMAR's entitlement to an increase in the GMP or an extension of time, or both, if any, for such changes shall be determined in accordance with this Contract. 32.3. No adjustment in the Guaranteed Maximum Price or the Scheduled Completion Date shall be made unless such change, refinement or detailing results in changes in the scope and/or design of the Project, as determined by the Owner. 32.4. The Owner's Representative has the authority to order minor changes in the Work not involving an adjustment in the GMP or time for completion, and not inconsistent with the intent of the Construction Documents. Such changes shall be effected by written order and shall be binding on the Owner and the CMAR. The CMAR shall not perform any changes in the Work unless authorized in writing by the Owner. The CMAR's performance of minor changes pursuant to this section shall not constitute a waiver of any claim the CMAR may have for additional compensation or time. Any claim the CMAR may have, however, shall be filed in strict conformance with this Contract. 32.5. No Change Order will be issued for resolution of conflicts in the documents which are to be covered by the CMAR -GMP Contingency. 32.6. Except in an emergency endangering life or property, no change shall be made by the CMAR except upon receipt of approved change order or written field order from the Project Designer, countersigned by the Owner's representative authorizing such change. No claim for increases in the GMP shall be honored or valid unless this procedure is followed. A field order, transmitted by fax or hand - delivered, may be used where the change involved impacts the critical path of the Work. A formal change order shall be issued within the time stated on the field order. 32.7. The CMAR shall notify the Owner in writing (and copy to Project Designer) if the CMAR believes that a change in scope or design will require a change in the GMP. The Owner shall have the right to require the performance thereof on a lump sum basis, a unit price not to exceed basis, or a time and material not to exceed basis. Page 33 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 32.8. The CMAR shall notify the Project Designer and the Owner of such changes before trade bids for the Work associated are requested. The Owner and CMAR shall reach agreement on the nature of the subject change and upon the Owner's direction eliminate the circumstances of the change or negotiate a mutually agreed cost change to be made to the GMP. 32.9. The CMAR acknowledges that some changes in the Project may require approval by the Board. So as not to delay the Project, the CMAR shall notify the Owner's representative of any deadlines for responses and how the Owner's failure to respond will impact the Project schedule. 32.10. Upon receipt of an Owner directed change request, the CMAR shall submit a proposal within ten (10) working days, or provide written justification acceptable to the Owner within five (5) working days stating the additional time required to submit a proper proposal for the change requested. The CMAR's proposal shall be itemized and segregated by labor and materials for the various components of the change in or addition to the Work (no aggregate labor total will be acceptable) and shall be accompanied by signed proposals by any Subcontractors who will perform any portion of the change in, or addition to, the Work, and of any persons who will furnish materials or equipment for incorporation therein. The proposal shall also include the CMAR's estimate of the time required to perform said changes or additional Work. 32.11. There will be no CMAR mark -up or Fee included in any single change order covering Work under this Contract. Rather, change order proposals will consist of actual costs only; that is, Subcontractors' change order proposals and CMAR General Conditions items, if applicable, only. All costs saved by scope reductions shall revert to the Owner in full. Any increase in CMAR Fee shall be calculated separately from individual change orders, subject to the limits set forth in Paragraph 3.3 herein. 32.12. All change orders shall be supported by a breakdown showing method of arriving at net cost as defined below. The Owner and Project Designer will review the CMAR's analysis and cost data and advise the CMAR of their findings. The CMAR will provide such supporting data in suitable format. The Project Designer shall verify correctness. Within fourteen (14) days after receipt of the CMAR's proposal, the Project Designer shall prepare the change order and forward to the CMAR for its signature or otherwise respond, in writing, to the CMAR's proposal. Within seven (7) days after receipt of the change order executed by the CMAR, the Project Designer shall certify the change order by its signature, and forward the change order and all supporting data to the Owner for the Owner's signature. The Owner shall endeavor to execute the change order within seven (7) days of receipt, or in accordance with the Owner's standard procedures when Board approval is required. Upon approval by the Owner, copies of the change order will be sent to the Project Designer and the CMAR and its surety. In case of emergency or extenuating circumstances, approval of changes may be obtained verbally by telephone or field orders approved by all parties, then shall be substantiated in writing as outlined under normal procedure. 32.13. The portions of the proposal relating to labor and materials may include the reasonably anticipated direct costs to any of the CMAR's Subcontractors for labor and materials to be purchased for incorporation in the change in the Work, plus transportation and applicable sales and use taxes. The term "direct cost" as used herein shall mean the difference between all proper cost additions and deductions. The "cost" as used herein shall be limited to the following: 32.13.1. The actual costs of materials and supplies incorporated or consumed as part of the Proj ect; 32.13.2. The actual costs of labor expended on the Project site; 32.13.3. The actual costs of labor burden, limited to the costs of social security (FICA) and Medicare/Medicaid taxes; unemployment insurance costs; health/dental/vision insurance premiums; paid employee leave for holidays, vacation, sick leave, and/or petty leave, not to exceed a total of 30 days per year; retirement contributions; worker's compensation insurance premiums; Page 34 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 and the costs of general liability insurance when premiums are computed based on payroll amounts; the total of which shall not exceed forty percent (40 %) of the actual costs of labor; 32.13.4. The actual costs of rental for tools, excluding hand tools; equipment; machinery; and temporary facilities required for the Project; 32.13.5. The actual costs of premiums for bonds, insurance, permit fees, and sales or use taxes related to the Project; 32.13.6. Overtime and extra pay for holidays and weekends may be a cost item only to the extent approved by the Owner; 32.14. The amount for Overhead and profit combined the CMAR shall allow on subcontractors shall be based on the following schedule: 32.14.1. For the Contractor (1st tier), for Work performed by the Contractor's own forces, Fifteen percent (15 %) of the cost; 32.14.2. For the Contractor, for Work performed by the Contractor's Subcontractors (2nd tier, 3rd tier, etc.), Five percent (5 %) of the amount due the (2nd tier, 3rd tier, etc.) Subcontractors; 32.14.3 For each Subcontractor (2nd tier, 3rd tier, etc.) involved, for Work performed by that Subcontractor's own forces, Fifteen percent (15 %) of the cost; 32.14.4 For a deductive Change order for Work performed by the Contractor's own forces, Five Percent (5 %) of the cost; 32.14.5 For a deductive Change order for Work performed by the subcontractor's (2nd tier, 3rd tier, etc.), Five Percent (5 %) of the amount due the subcontractor; 32.15. If any of the items included in the lump sum proposal are covered by unit prices, the Owner may, if it requires the change in the Work to be performed on a lump sum basis, elect to use these unit prices in lieu of the similar items included in the lump sum proposal, in which event an appropriate deduction will be made in the lump sum amount prior to the application of any allowed overhead and profit percentages. No additional Subcontractor overhead and profit shall be applied to any unit prices. 32.16. In the event that the CMAR fails to submit its proposal or obtain approval of an extension of time within the designated period, the Owner may order the CMAR to proceed with the change or addition to the Work and the CMAR shall so proceed. The Owner shall unilaterally determine the reasonable cost and time to perform the Work in question, which determination shall be final and binding upon the CMAR. 32.17. The Owner reserves the right to reject the CMAR's proposal for a change in the Work and to elect to perform said Work using a separate Subcontractor. Under such circumstances, the CMAR shall coordinate the performance of the Work. 32.18. If the Owner requests a change order and the CMAR's terms are unacceptable, the Owner may require the CMAR to perform such Work on a time and material basis. If the Owner elects to have the change in the Work performed on a time and material basis, the CMAR shall submit to the Owner daily time and material tickets, to include the identification number assigned to the change in the Work, the location and description of the change in the Work, the classification of labor employed (and names and social security numbers), the materials used, the equipment rented (not tools) and such other evidence of cost as the Owner may require. The Owner may require authentication of all time and material tickets and invoices by persons designated by the Owner for Page 35 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 such purpose. The failure of the CMAR to secure any required authentication shall constitute a waiver by the CMAR of any claim for the cost of that portion of the change in the Work covered by a non - authenticated ticket or invoice. 32.19. In the event that the parties are unable to agree as to the reasonable cost and time to perform the change in or addition to the Work based upon the CMAR's proposal and the Owner does not elect to have the change in the Work performed on a time and material basis, Owner has the right to direct in writing that the CMAR perform the change in the Work. Failure of the parties to reach agreement regarding the cost and time of the performing the change in the Work regardless of any pending protest, shall not relieve the CMAR from performing the change in the Work promptly and expeditiously. 32.20. At the time of signing a change order, the CMAR shall be required to certify as follows: "I certify that my bonding company will be notified forthwith that my contract has been changed by the amount of this change order, and that a copy of the approved change order will be mailed upon receipt by me to my surety." 32.21. A change order, when issued, shall be full compensation, or credit, for the Work included, omitted or substituted. It shall show on its face the adjustment in time for completion of the Project as a result of the change in the Work. 32.22. No changes will invalidate, relieve or release the CMAR from any guarantee given by him pertinent to the contract provisions. No changes will affect the validity of the performance bond or relieve the surety on said bond. 32.23. In the event of emergency endangering life or property, the CMAR and the Subcontractors may be directed to proceed on a time and material basis by the Owner's Representative whereupon the CMAR shall proceed and keep accurately on such form as may be required, a correct account of costs together with all proper invoices, payrolls and supporting data. Upon completion of the Work the change order will be prepared and settled as outlined herein. 33. CLAIMS FOR EXTRA COST 33.1. If the CMAR or any of its Subcontractors asserts that any event or occurrence has caused a change in or addition to the Work which change causes an increase or decrease in the GMP or the time required for the performance of any part of the Work under the Contract, including Work not affected directly by the change, the CMAR shall, within ten (10) working days of such event, give the Owner and Project Designer written notice as herein required. Said notice shall include the instructions or circumstances that are the basis of the claim and the CMAR's best estimate of the cost and time involved. The statement of claim hereunder may be included in the notice required above. The statement of claim shall include all direct, indirect and impact costs associated with the change, as well as the CMAR's estimate of the schedule impact of the change, if any. The CMAR and its Subcontractors shall not be entitled to reimbursement or an increase in the GMP for any claims that are not filed in strict conformance with this section. The CMAR shall not proceed with the Work affected until further advised, except in emergency involving the safety of life or property. No claims for extra compensation will be considered unless the claim is so made. The Project Designer shall review and render a written decision on each claim for extra cost within seven (7) days of receipt of claim. Failure to submit a timely claim for additional cost will constitute a waiver of said claim. 33.2. The CMAR shall not act on instructions received by it from persons other than the Project Designer, and any claims for extra compensation or extension of time on account of such instruction will not be honored. The Project Designer will not be responsible for misunderstandings claimed by the CMAR of verbal instructions which have not been confirmed in writing, and in no Page 36 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 case shall instructions be interpreted as permitting a departure from the Contract Documents unless such instruction is confirmed in writing and supported by a properly authorized change order. 33.3. Under no circumstances shall a claim for extra cost include a claim for an increase in the CMAR Fee. Approved claims for extra cost, however, will be considered change orders for purposes of determining if the CMAR is entitled to an increase in its Fee under Paragraph 3.3 herein. 33.4. If the parties are unable to agree to the reasonable cost and time to perform the change, or are unable to agree as to whether a change occurred, the Owner's representative shall make a unilateral determination regarding the basis of proceeding, subject to dispute resolution at a later time. The CMAR shall proceed with the Work as directed by the Owner's representative. 33.5. Should a claim for an increase in the GMP by the CMAR be denied by the Owner the CMAR may request mediation in connection with the dispute resolution rules adopted for this Project. 34. DIFFERING SITE CONDITIONS 34.1. Should the CMAR encounter subsurface or latent conditions, or both at the site materially differing from those shown on the drawings or indicated in the specifications or differing materially from those ordinarily encountered and generally recognized as inherent in Work of the character provided for in this Contract, the CMAR shall immediately, and in no event later than thirty (30) days later, give notice to the Owner of such conditions before they are disturbed. The Owner and the Project Designer shall thereupon promptly investigate the conditions and if they find that they materially differ from those shown on the drawings or indicated in the specifications, they shall at once make such changes in the drawings and/or specifications as they may find necessary. Any increase or decrease in the Cost of the Work resulting from such changes shall be adjusted in the manner provided herein for adjustments as to extra and /or additional Work and changes. However, neither the Owner nor the Project Designer shall be liable or responsible for additional Work, costs or changes to the Work that could have been reasonably determined from any geotechnical, soils and other reports, surveys and analyses made available for the CMAR's review or that could have been discovered by the CMAR through the performance of its obligations pursuant to this Contract except that Project Designer, Owner, and CMAR shall work in conjunction to establish unit price allowances for any such costs or changes to work and, where appropriate, such unit price allowances may be paid out of the Owner Contingency. 35. CORRECTION OF WORK BEFORE FINAL PAYMENT 35.1. Any Work, materials, fabricated items or other parts of the Work which have been condemned, rejected, or declared not in accordance with the Contract by the Project Designer shall be promptly removed from the Work site by the CMAR, and shall be immediately replaced by new Work in accordance with the contract at no additional cost to the Owner. Work or property of the Owner, damaged or destroyed by virtue of such faulty Work, shall be made good at the expense of the CMAR. 35.2. Correction of condemned Work described above shall commence within seventy -two (72) hours after receipt of notice from the Project Designer, and shall make satisfactory progress until completed. 35.3. Should the CMAR fail to proceed with the required corrections, then the Owner shall have the right to complete the Work under the terms herein. 36. CORRECTION OF WORK AFTER FINAL PAYMENT 36.1. Neither the final certificate, final payment, occupancy of the premises by the Owner, nor any provision of the Contract, nor any other act or instrument of the Owner, nor the Project Designer, Page 37 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 shall relieve the CMAR from responsibility for negligence, for faulty material or workmanship, for breach of any warranty or guarantee, or for failure to comply with the drawings and specifications. The CMAR shall correct any defects due thereto and repair any damage resulting therefrom, which may appear during the guarantee period following final acceptance of the Work in accordance with its warranty and guarantee. The Owner will report any defects as they may appear to the CMAR and establish a time limit for completion of corrections by the CMAR. The Owner will be the judge as to the responsibility for correction of defects. 37. UNCORRECTED FAULTY WORK 37.1. Should the correction of faulty or damaged Work be considered inadvisable or inexpedient by the Owner and the Project Designer, the Owner shall be equitably reimbursed by the CMAR. The reimbursement may be deducted from any amounts due or to become due to the CMAR. Should the cost of such reimbursement exceed the amount due or to become due the CMAR, then the CMAR or its surety, or both, shall be liable for and shall pay to the Owner the amount of said deficiency. The CMAR may in turn deduct such reimbursements from amounts due to responsible Subcontractors including funds retained by the Owner for warranty period. 38. OWNER'S RIGHT TO DO WORK 38.1. If, during the progress of the Work or during the period of guarantee, the CMAR fails to prosecute the Work properly or to perform any provision of the Contract, the Owner, after fifteen (15) days' written notice sent by certified mail, return receipt requested, to the CMAR and the Project Designer, may perform or have performed that portion of the Work. The cost of the Work may be deducted from any amounts due or to become due to the CMAR, such action and cost of same having been first approved by the Project Designer. Should the cost of such action of the Owner exceed the amount due or to become due the CMAR, then the CMAR or its surety, or both, shall be liable for and shall pay to the Owner the amount of said excess. 39. TERMINATION FOR CONVENIENCE 39.1. The Owner may terminate this Contract at any time and for any reason including, without limitation, failure of the parties to reach agreement on any GMP. In the event this Contract is terminated pursuant to this provision, the CMAR shall, as requested by the Owner, cancel all contracts for Work or cooperate with the Owner to assign contracts for Work to the Owner or the Owner's designee. The Owner shall pay the CMAR all costs of the Work incurred by the CMAR, including cancellation costs, settlement costs, demobilization costs and restocking Fees, until all contracts with the CMAR can be canceled or assigned. Otherwise, the CMAR shall only receive its Fee, and general conditions costs incurred through demobilization from the Project, through the date of termination plus a reasonable period for demobilization. 39.2. Termination under this paragraph shall not release either the CMAR or its surety from liability or responsibility for any default or other transaction or occurrence prior to the date of termination and demobilization from the Project. 40. TERMINATION FOR DEFAULT 40.1. If the CMAR fails to begin the Work under the Contract within the time specified, or the progress of the Work is not maintained on schedule, or fails to complete the Work within the time above specified, or shall allow the Work to be performed unsuitably or shall discontinue the prosecution of the Work, or if the CMAR shall become insolvent or be declared bankrupt or commit any act of bankruptcy or insolvency, or allow any final judgment to stand against it unsatisfied for a period of seventy -two (72) hours, or shall make an assignment for the benefit of creditors, or for any other cause whatsoever shall not carry on the Work in an acceptable manner, the Owner may give notice in writing, sent by certified mail, return receipt requested, to the CMAR and its surety of such Page 38 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 delay, neglect or default, specifying the same, and if the CMAR within a period of ten (10) days after such notice shall not proceed in accordance therewith, then upon the Owner's issuance of notice of default, the surety shall promptly take over the Work and complete the performance of this Contract in the manner and within the time frame specified. In the event the surety shall fail to take over the Work to be done under this Contract within fifteen (15) days after being so notified and notify the Owner in writing, sent by certified mail, return receipt requested, that it is taking the same over and stating that it will diligently pursue and complete the same, the Owner shall have full power and authority, without violating the Contract, to take the prosecution of the Work out of the hands of said CMAR, to appropriate or use any or all Contract materials and equipment on the grounds as may be suitable and acceptable and may enter into an agreement, either by public letting or negotiation, for the completion of said Contract according to the terms and provisions thereof or use such other methods as in its opinion shall be required for the completion of said Contract in an acceptable manner. All costs and charges incurred by the Owner, together with the costs of completing the Work under Contract, shall be deducted from any monies due or which may become due said CMAR and surety. In case the expense so incurred by the Owner shall be less than the sum which would have been payable under the Contract, if it had been completed by said CMAR, then the said CMAR and surety shall be entitled to receive the difference, but in case such expense shall exceed the sum which would have been payable under the Contract, then the CMAR and the surety shall be liable and shall pay to the Owner the amount of said excess. 40.2. It is further mutually agreed between the parties hereto that if at any time after the execution of this Contract and the surety bonds hereto attached for its faithful performance, the Owner shall deem the surety or sureties upon such bonds to be unsatisfactory, or if for any reason such bonds cease to be adequate to cover the performance of the Work, the CMAR shall, at its expense, within five (5) days after the receipt of notice from the Owner so to do, furnish an additional bond or bonds in such form and amount, and with such surety or sureties as shall be satisfactory to the Owner. In such event no further payment to the CMAR shall be deemed to be due under this Contract until such new or additional security for the faithful performance of the Work shall be furnished in manner and form satisfactory to the Owner. 40.3. In the event it is determined by a court of law that termination under this paragraph was not justified, the termination of the CMAR will be treated as if it were a termination for convenience hereunder. 41. CONSTRUCTION MANAGER'S RIGHT TO STOP WORK OR TERMINATE THE CONTRACT 41.1. Should the Work be stopped for a period of three months by order of a court having jurisdiction or by order of any other public authority due to cause beyond the fault or control of the CMAR, or if the Owner should fail or refuse to make payment on account of a certificate issued by the Project Designer within thirty (30) days after receipt of same, then the CMAR, after fifteen (15) days' written notice to the Owner and the Project Designer, may suspend operations on the Work or terminate the Contract. 41.2. The Owner shall be liable to the CMAR for the cost of the Work delivered and performed on this Contract plus all General Conditions costs incurred to date plus its fee earned to date, and shall make such payment. The Project Designer shall determine and certify the correctness of such payment. 42. REQUEST FOR PAYMENT 42.1. Prior to payment by the Owner, the Project Designer shall review and approve the CMAR's pay applications. Based on applications for payment submitted to the Project Designer by the CMAR and certificates for payment issued by the Project Designer, the Owner shall make progress payments to the CMAR as provided below and elsewhere in the Contract Documents. Page 39 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 42.2. E- VERIFY. As a condition of payment for services rendered under this Contract, CMAR shall comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. CMAR shall require its Subcontractors to comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes as well. Upon request by Owner CMAR shall verify, by affidavit, compliance of the terms of this section. 42.3. The period covered by each application for payment shall be one calendar month ending on the last day of the month. 42.4. No advance payments or interim payments will be made by the Owner. 42.5. Provided a proper and complete application for payment is received by the Project Designer not later than the Is` day of a given month, the Owner shall make payment to the CMAR not later than the last day of the same month. If an application for payment is received by the Project Designer after the application date fixed above, payment shall be made by the Owner not later than thirty days after the Project Designer receives the application for payment. 42.6. With each application for payment for Work performed directly by the CMAR and such Subcontractors as the Owner may specify, the CMAR shall submit transaction summaries and, if requested by the Owner, payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Project Designer to demonstrate that cash disbursements already made by the CMAR on account of general conditions and the Cost of the Work equal or exceed (1) progress payments already received by the CMAR less (2) that portion of those payments attributable to the CMAR's Fee; plus (3) payrolls and costs for the period covered by the present application for payment. 42.7. The CMAR shall submit a schedule of values that allocates the entire GMP among the various portions of the Work, except that the CMAR's Fee shall be shown as a separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Project Designer may require. This schedule, unless objected to by the Project Designer, shall be used as a basis for reviewing the CMAR's applications for payment. The Project Designer may also use the Project critical path schedule when reviewing the CMAR's applications for payment. 42.8. Each application for payment shall be compared to the most recent schedule of values submitted by the CMAR. Applications for payment shall show the percentage completion of each portion of the Work as of the end of the period covered by the application for payment. The percentage completion shall be the percentage of that portion of the Work which has actually been completed. 42.9. Subject to other provisions of the Contract, the amount of each progress payment shall be computed as follows: 42.9.1. Take that portion of the GMP properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the GMP allocated to that portion of the Work in the schedule of values. 42.9.2. Add that portion of the GMP 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 site at a location agreed upon in writing. 42.9.3. Add the CMAR's Fee: the CMAR's portion of the Fee for construction phase services shall be an amount which bears the same ration to the fixed -sum Fee as the total payment described in the two preceding clauses bears to the cost of the Work defined in the Contract Documents. 42.9.4. Subtract the aggregate of previous payments made by the Owner. Page 40 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 42.9.5. Subtract the amount, in any, by which the CMAR has been previously overpaid, as evidenced by the Owner's review of the CMAR's documentation required herein or by any audit of the CMAR records. 42.9.6. Subtract amounts, if any, for which the Project Designer has withheld or nullified a certificate of payment. 42.9.7. Subtract retainage as provided below. 42.10. Except with the Owner's prior approval, payments allocated to Subcontractors shall be subject to a retention of five (5 %). Whenever any item of Work indicated on the CMAR's schedule of values is completed on or before a target date mutually agreed upon by the Owner, Project Designer and the CMAR, and the Project Designer and Owner agree the Work is completed, the Owner may reduce the amount of retainage on that item by fifty percent (50 %) for the remainder of the Project. 42.11. Except with the Owner's prior approval (particularly with Steel cell and security electronics), the CMAR shall not make advance payments to suppliers for materials or equipment that has not been delivered and stored at the site. Design specifications will emphasize procurement and storage of any off -site material 42.12. The Project Designer shall take action on the CMAR's application for payment in accordance with the agreement between the Owner and Project Designer. The Project Designer's certification for payment shall be based upon the Project Designer's on -site observation and the documentation submitted in accordance with this paragraph and the CMAR's application for payment. 43. CERTIFICATES OF PAYMENT AND FINAL PAYMENT 43.1. Within five (5) days from receipt of request for payment from the CMAR, the Project Designer shall issue and forward to the Owner a certificate for payment. This certificate shall indicate the amount requested or as approved by the Project Designer. If the certificate is not approved by the Project Designer, it shall state in writing to the CMAR and the Owner its reasons for withholding payment. No certificate issued or payment made shall constitute an acceptance of the Work or any part thereof. 43.2. The Owner reserves the right, prior to making final payment to the CMAR, to conduct a final audit of the expenditures by the CMAR on the Project for assurances that the final payment to the CMAR does not exceed the amounts properly payable to the CMAR for the Cost of the Work, General Conditions, any special allowances, and CMAR -GMP Contingency savings. In the event an audit determines that the CMAR has been paid more than it is entitled to be paid under the Contract, the CMAR will refund the overpayment to the Owner. 43.3. The making and acceptance of final payment shall constitute a waiver of all claims by the Owner except: 43.3.1. Claims arising from unsettled liens or claims against the CMAR. 43.3.2. Faulty Work or materials appearing after final payment. 43.3.3. Failure of the CMAR to perform the Work in accordance with drawings and specifications, such failure appearing after payment. 43.3.4. As conditioned in the performance bond and payment bond. Page 41 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 43.4. The making and acceptance of final payment shall constitute a waiver of all claims by the CMAR except those claims previously made and remaining unsettled. 43.5. Prior to submitting request for final payment to the Project Designer for approval, the CMAR shall fully comply with all requirements specified in the "Project closeout" section of the specifications. These requirements include but not limited to the following: 43.5.1. Submittal of Product and Operating Manuals, Warranties and Bonds, Guarantees, Maintenance Agreements, As -Built Drawings, Certificates of Inspection or Approval from agencies having jurisdiction. (The Project Designer must approve the Manuals prior to delivery to the Owner). 43.5.2. Transfer of required attic stock material and all keys in an organized manner. 43.5.3. Record of Owner's training. 43.5.4. Resolution of any final inspection discrepancies. 43.6. The CMAR shall forward to the Project Designer the final application for payment along with the following documents: 43.6.1. List of minority business subcontractors and material suppliers showing breakdown of contracts amount. 43.6.2. Affidavit of Release of Liens. 43.6.3. Affidavit of Subcontractors of payment to material suppliers and subcontractors. 43.6.4. Consent of Surety to Final Payment. 43.6.5. Certificates of state agencies required by state law. 43.7. The Project Designer will not authorize final payment until the Work under contract has been certified by Project Designer, certificates of compliance issued, and the CMAR has complied with the closeout requirements. The Project Designer shall forward the CMAR's final application for payment to the Owner along with respective certificate(s) of compliance required by law. 44. CONTRACTOR'S AFFIDAVIT 44.1. The final payment of retained amounts due the CMAR on account of the Contract shall not become due until the CMAR has furnished to the Owner through the Project Designer an affidavit signed, sworn and notarized to the effect that all payments for materials, services or contracted Work to Subcontractors in connection with this Contract have been satisfied, and that no claims or liens exist against the CMAR in connection with this Contract. In the event that the CMAR cannot obtain similar affidavits from Subcontractors to protect the CMAR and the Owner from possible liens or claims against the CMAR, the CMAR shall state in its affidavit that no claims or liens exist against any Subcontractor to the best of its (the CMAR's) knowledge, and if any appear afterward, the CMAR shall save the Owner harmless from all claims by any Subcontractor or other claimant for payment or any other compensation for Work on the Project. 45. TAXES 45.1. North Carolina sales tax and use tax, as required by law, apply to materials entering into county Work and such costs shall be included in all bid proposals and contract sums. Page 42 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 45.2. Local option sales and use taxes, as required by law, apply to materials entering into county Work as applicable and such costs shall be included in all bid proposals and contract sums. 45.3. The CMAR shall give the Owner a signed tax statement containing the information listed in G.S. 105- 164.14(e) before any payment requests submitted will be due. 45.4. The Department of Revenue has agreed as of April 1, 1991 that in lieu of obtaining copies of sales receipts from Subcontractors, an agency may obtain a certified statement from the Subcontractor setting forth the date, the type of property and the cost of the property purchased from each vendor, the county in which the vendor made the sale and the amount of local sales and use taxes paid thereon. If the property was purchased out -of- state, the county in which the property was delivered should be listed. The Subcontractor should also be notified that the certified statement may be subject to audit. 45.5. In the event the CMAR makes several purchases from the same vendor, such certified statement must indicate the invoice numbers, the inclusive dates of the invoices, the total amount of the invoices, the counties, and the county sales and use taxes paid thereon. The position of a sale is the retailer's place of business located within a taxing county where the vendor becomes contractually obligated to make the sale. Therefore, it is important that the county tax be reported for the county of sale rather than the county of use. When property is purchased from out -of- state vendors and the county tax is charged, the county should be identified where delivery is made when reporting the county tax. Such statement must also include the cost of any tangible personal property withdrawn from the CMAR's warehouse stock and the amount of county sales or use tax paid thereon by the CMAR. Similar certified statements by its Subcontractors must be obtained by the CMAR and furnished. 45.6. The CMAR and its Subcontractors are not to include any tax paid on supplies, tools, and equipment which they use to perform their contracts and should include only those building materials, supplies, fixtures and equipment which actually become a part of or annexed to the building or structure. 45.7. Any sales tax refunds paid to the Owner shall be exclusively for the Owner's use and shall not in any way reduce the cost of the Project or impact the GMP. 46. PAYMENTS WITHHELD 46.1. The Project Designer may withhold a certificate for payment in whole or in part, to the extent reasonably necessary to protect the Owner. If the Project Designer is unable to certify payment in the amount of the application, the Project Designer will notify the CMAR and the Owner in writing. If the CMAR and Project Designer cannot agree on a revised amount, the Project Designer will promptly issue a certificate for payment for the amount for which the Project Designer is able to make such representations to the Owner. The Project Designer may also withhold a certificate for payment, in whole or in part, to such extent as may be necessary in the Project Designer's opinion to protect the Owner from loss for which the CMAR or the Subcontractor(s) is responsible, including loss resulting from acts and omissions, because of: 46.1.1. Defective Work not remedied; 46.1.2. Third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the CMAR; 46.1.3. Failure of the CMAR or Subcontractor(s) to make payments properly to Subcontractors or sub - subcontractors or for labor, materials or equipment; Page 43 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 46.1.4. Reasonable evidence that the Work cannot be completed for the unpaid balance of the GMP; 46.1.5. Damage to the Owner or another Subcontractor; 46.1.6. 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; 46.1.7. Failure to carry out the Work in accordance with the Contract Documents; 46.1.8. Failure to provide sales tax documentation as required by the Owner; 46.1.9. Failure or refusal of the CMAR or Subcontractors to submit the required information on minority business enterprises; 46.1.10. Any other reason deemed necessary by the Project Designer to protect the Owner unless arbitrary and unreasonable; or 46.1.11. Subsequently discovered evidence that Work previously approved was not performed in accordance with the Contract Documents. 46.2. When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. 46.3. The Owner's Representative may withhold a certificate for payment in whole or in part, to the extent reasonably necessary to protect the Owner. 47. INSURANCE REQUIREMENTS 47.1. CMAR shall procure and maintain for the duration of the contract the following insurance coverage from an insurance company(s) possessing a rating of A -VI or higher from the A.M. Best Company or an equivalent rating service. All of the policies required of the CMAR shall contain a waiver of subrogation provision to waive all rights of recovery under subrogation or otherwise against the Owner. CMAR shall advise the Owner of any cancellation, non - renewal, or material change in any policy within ten (10) days of notification of such action and provide updated certificates of insurance evidencing renewals within fifteen (15) days of expiration. All of the policies required of the CMAR shall be primary and the CMAR agrees that any insurance or self- funded liability programs maintained by the Owner shall be non - contributing with respect to the CMAR's insurance. Insurance coverage shall be obtained from companies that are authorized to provide such coverage and that are authorized by the Commissioner of Insurance to do business in North Carolina. CMAR, upon request, shall furnish Owner with complete copies of insurance policies required. By requiring insurance herein, the Owner does not represent that coverage and limits will necessarily be adequate to protect CMAR, and such coverage and limits shall not be deemed as a limitation on CMAR's liability under the indemnities granted to the Owner in this Contract. Any umbrella or excess liability coverage must be at least as broad as the primary coverage and contain all coverage provisions that are required of the primary coverage. The failure of the Owner at any time to enforce the insurance provisions, to demand such certificates of insurance, or to identify a deficiency shall not constitute a waiver of those provisions, nor reduce the obligations of the CMAR to maintain such insurance or to meet its obligations under the indemnification provisions. Page 44 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 The CMAR shall provide the Owner a valid certificate of insurance, in advance of the performance of any work, exhibiting coverage as required by the Owner. Providing and maintaining adequate insurance coverage is a material obligation of the CMAR. CMAR shall require its subcontractors to maintain insurance coverage required herein or cover the subcontractors' under the CMAR's policies. The Certificate of Insurance shall be provided on the industry standard form, ACORD 25. Notwithstanding the foregoing, nothing contained in this section shall be deemed to constitute a waiver of the governmental immunity of Orange County, which immunity is hereby reserved to Orange County. The Work under this Contract shall not commence until the CMAR has verified to the Owner that all required insurance coverage as described herein has been obtained and verifying certificates of insurance have been approved in writing by the Owner. These certificates shall contain a provision that coverage afforded under the policies will not be cancelled, reduced in amount, or coverage eliminated until at least thirty (30) days after mailing written notice, by certified mail, return receipt requested, to the insured and the Owner of such alteration or cancellation. Insurances to be provided are as follows: 47.1.1. Commercial General Liability: The CMAR shall ensure that it and all Subcontractors shall provide commercial general liability insurance with a limit of not less than $5,000,000 per occurrence and $10,000,000 aggregate. Coverage must be in a form providing coverage not less than the standard Insurance Services Office Form CG 00 01 and include products and completed operations, property damage, bodily injury, and personal & advertising injury. The products - completed operations coverage shall be provided for a minimum of six (6) years following final acceptance of the work. 47.1.2. Commercial Automobile Liability: The CMAR shall ensure that it and all Subcontractors shall provide commercial automobile liability insurance of not less than $2,000,000 per occurrence for any vehicle. 47.1.3. Worker's Compensation and Employer's Liability: The CMAR shall ensure that it and all Subcontractors provide and maintain, during the life of the Contract, worker's compensation insurance, as required by law, as well as employer's liability coverage, with minimum limits of $1,000,000 per accident for bodily injury of disease. 47.1.4. Professional Liability: The CMAR shall ensure that it and all professional service providers under this contract provide professional liability insurance with a limited of not less than $5,000,000 per occurrence or claim, and $5,000,000 aggregate. There shall be an extended reporting period of not less than six (6) years. 47.1.5. Builders Risk: Builder's Risk: The CMAR shall ensure that it and all Subcontractors purchase and maintain property insurance during the life of this Contract, upon the entire Work at the site in amount equal to the completed value of the project with no coinsurance penalty provisions utilizing an "All Risk" (Special Perils) coverage form. This insurance shall include the interests of the Owner, the CMAR, the Subcontractors and sub - subcontractors in the Work and shall insure against the perils of fire, extended coverage, and vandalism and malicious mischief. If the Owner is damaged by failure of the CMAR to purchase or maintain such insurance, then the CMAR shall bear all reasonable costs properly attributable thereto; the CMAR shall effect and maintain similar property insurance on portions of the Work stored off the site when request for payment per articles so includes such portions. Page 45 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 47.1.6. Pollution Legal Liability: The CMAR shall ensure that it and all Subcontractors shall provide Pollution legal liability insurance in an amount not less than $5,000,000 per occurrence or claim and $5,000,000 aggregate. 47.1.7. "All Risk" Property (CMAR's Property): The CMAR shall ensure that it shall provide replacement cost coverage under an "All Risk" policy for any of the CMAR's real or personal property. Policy must include coverage for equipment owned, leased, rented, and borrowed, whether such equipment is located at a job site or "in transit." 47.1.8. Public Liability and Property Damage: The CMAR shall ensure that it and all Subcontractors provide and maintain, during the life of the Contract, comprehensive general liability insurance, including coverage for premises operations, independent Subcontractors, completed operations, products and contractual exposures. Such insurance shall protect the CMAR and the Subcontractors from claims arising out of any bodily injury, including accidental death, and claims for property damages which may arise from operations under this Contract, whether such operations are by the CMAR or by any Subcontractor, or by anyone directly or indirectly employed by either of them. The minimum limits of such insurance shall be $2,000,000 for each occurrence and $4,000,000 aggregate, or such lower limits as may be agreed to by the Owner on a case -by- case basis. Such coverage for completed operations must be maintained for at least two (2) years following final acceptance of the Work performed under the Contract. 47.2. Deductible: Any deductible, if applicable to loss covered by insurance provided, is to be borne by the CMAR and/or its Subcontractors. 47.3. Proof of Coverage: The CMAR shall ensure that it and all Subcontractors furnish the Owner with satisfactory proof of coverage of the insurance required before written approval is granted by the Owner. 48. INDEMNIFICATION 48.1. To the fullest extent permitted by law, the CMAR shall indemnify and hold harmless the Owner, the Project Designer, and the officers, agents, consultants and employees of the Owner and Project Designer, from and against all claims, damages, losses and expenses, including, but not limited to attorneys' fees, arising out of or resulting from the performance or failure of performance of the Work, provided that any such claim, damage, loss, or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) including the loss of use resulting therefrom, and (2) is caused in whole or in part by any negligent act or omission of the CMAR, the CMAR's Subcontractors, or the agents of either the CMAR or the CMAR's Subcontractors; provided that nothing herein shall require the CMAR or its Subcontractors to indemnify the Owner or the Project Designer against negligent acts of the Owner or Project Designer. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Contract. Such obligation shall not be affected or limited by the immunity granted under any worker's compensation plan. 48.2 The CMAR shall cause each contractor and Subcontractor to indemnify and hold harmless the Owner, CMAR, and Designer from and against any and all claims, demands, suits, damages, including consequential damages and damages resulting from personal injury or property damage, costs, expenses, and fees that are asserted against the Owner, CMAR and the Designer and that arise out of or result from negligent acts or omissions or the breach of the Contract by the CMAR, its employees, agents, contractors, Subcontractors, and representatives in performing the Work. Page 46 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 48.3 The Owner shall cause the Designer to indemnify and hold harmless the Owner, its officers, employees, agents, and representatives to the same extent and in the same manner that the CMAR has provided indemnification for the Owner. 48.4 The CMAR acknowledges liens may not be filed against governmental property and that such liens are not authorized by law. In the event any agent, materials or services provider, contractor, or Subcontractor of CMAR files or attempts to file any notice of lien, claim of lien, or lien against Owner's property CMAR shall take immediate affirmative steps to remove and/or terminate any such claim of lien, lien, or lien action. Immediate affirmative steps means the CMAR, at CMAR's sole expense, shall without delay take whatever action is necessary, including without limitation litigation, to remove and/or terminate such claim of lien, lien, or lien action from Owner's property. If Owner determines CMAR is not proceeding as required by this section to remove and/or terminate any claim of lien, lien, or lien action Owner may take any action necessary to remove and/or terminate such claim of lien, lien, or lien action and all costs or expense related to such action by Owner shall be borne by CMAR. 49. PERFORMANCE BOND AND PAYMENT BOND 49.1. Within fifteen (15) days of the establishment of each GMP, the CMAR shall provide a performance bond and payment bond, each in the amount of the GMP plus the Owner's allowance. The amount of the performance and payment bonds may be adjusted if the guaranteed maximum price is reduced after the bids are received. Each time a new GMP is established and approved by the Owner, the CMAR shall increase the amount of the performance and payment bonds to the amount of the cumulative GMP, including Owner's allowances, so that at all times a single performance bond and a single payment bond shall be in effect for the entire Project under contract at that time. 49.2. The performance bond and payment bond shall be executed by a surety company authorized to do business in North Carolina. Bonds shall be executed in the form bound with the RFQ unless the Owner accepts another form of bond. 49.3. All bonds shall be countersigned by an authorized agent and attorney -in -fact for the bonding company who is licensed to do business in North Carolina. The title "Licensed Resident Agent" shall appear after the signature. There shall be attached to each copy of the bond a certified copy of power of attorney properly executed and dated. The seal of the bonding company shall be impressed on each signature page of the bonds. 50. ASSIGNMENTS 50.1. The CMAR shall not delegate or subcontract its duties under this Contract or any portion of this Contract except as expressly set forth herein for general conditions and construction subcontracts. The CMAR may not make a general assignment of its rights under this Contract to any third party without the express consent of the Owner. Except as may be required under terms of the performance bond or payment bond, no funds or sums of money due or to become due to the CMAR under the Contract may be assigned or pledged as collateral for a loan or other debt without the consent of the Owner. In the event the CMAR has prior to execution of this Contract pledged payments hereunder as collateral for any loan or debt, the CMAR shall advise the Owner, in confidence if required by the CMAR, of the circumstances of the loan or debt, and arrange for the subordination of the security interest of the creditor or lender to the Owner's rights under this Contract. 51. DISPUTE RESOLUTION 51.1. In the event that a dispute of any nature cannot be resolved by the Project Team pursuant to the terms and conditions herein, the parties shall endeavor to resolve the dispute pursuant to the Dispute Resolution Rules and Procedures for Orange County Design, Building Construction, Page 47 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Renovation, and Repair Projects (the policy is incorporated herein by reference and may be viewed at http: / /www.oran eg counter og v /departments /purchasing division/contracts.php). Mediation in accordance with those rules and procedures shall be a condition precedent that must occur before any party may bring a civil action against the Owner, Project Designer, or CMAR. 51.2 In no event may either party to the contract initiate any arbitration proceeding and under no circumstances shall any arbitrator have authority to hear or decide any issue in dispute between the parties hereto. 51.3. Should a dispute arise that cannot be finally settled through the claims and dispute resolution procedures in this Contract, the CMAR agrees that any civil action related to the Project in which the Owner is or may be a party shall be brought only in the General Court of Justice of North Carolina, Superior Court Division, seated in Orange County, North Carolina. Any such action shall be tried by a judge without a jury. 52. CONTRACTOR EVALUATION 52.1. The CMAR's overall Work performance on the Project shall be fairly evaluated for determining qualifications to bid on future Orange County capital improvement projects. In addition to final evaluation, interim evaluation may be prepared during the progress of the Project. The Owner may request the CMAR's comments to evaluate the Project Designer. 53. MISCELLANEOUS 53.1 This Contract together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 53.2 By executing this Contract the Contractor certifies that Contractor has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147 - 86.58. By executing this Contract the Contractor certifies that Contractor has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G. S. 147 - 86.81. 54. NOTICES 54.1 Whenever any provision of the Contract Documents requires the giving of notice or written notice such notice shall be delivered in writing. It shall be deemed to have been validly given if delivered in person to, and signed for by, the individual or to a member of the firm or to an officer of the corporation or organization for whom it is intended or if delivered or sent by registered or certified mail, postage prepaid, addressed as follows: If to Owner: Orange County Manager PO Box 8181 Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] Page 48 of 53 Revised 10/17 If to CMAR: Bordeaux Construction, Attention Blair Bordeaux 135 E. Martin Street, Suite 101 Raleigh, NC 27601 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Page 49 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the day and date first above written in four (4) counterparts, each of which shall without proof or accounting for other counterparts, be deemed an original contract. CONSTRUCTION MANAGER AT RISK By: .• froury� President Title: (Corp. Pres. or Vice Pres. only) Kciu i 5 n Attest: w� Frcq,°AP_ Title: (Corp corporate secretary Sec. or Asst. Sec. only) ORANGE COUNTY By :_� N�xw�v County Manager (CORPORATE SEAL) This instrument has been pre- audited in the manner required by the Local Government Budget and Fiscal Control Act. urange t,ounty Chief Financial Officer Page 50 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 APPENDIX A — GUIDELINES FOR RECRUITMENT AND SELECTION OF MINORITY BUSINESSES — Attached Additional Attached: - General Conditions - Bordeaux Proposal dated 6/29/18 - Request for Qualifications #5249 dated May 3rd, 2018 - Bordeaux Response to RFQ (Statement of Qualifications) dated May 23`d, 2018 - Current Certificate of Insurance for Bordeaux Construction Company, Inc. Page 51 of 53 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 GUIDELINES FOR RECRUITMENT AND SELECTION OF MINORITY BUSINESSES These guidelines were adapted for use on this project by the County of Orange from the "Guidelines for Recruitment and Selection of Minority Businesses for Participation in State Construction Office Projects ", developed by the State Construction Office. In accordance with G.S. 143 -128.2 (SB 914 ratified December 6, 2001), the County of Orange has enacted a verifiable ten percent (10 %) minority business participation goal for the total monetary value of this project. These guidelines are published to accomplish that end. SECTION 1: INTENT It is the intent of these guidelines that the County of Orange, as awarding authority for construction projects, and the contractors and subcontractors performing the construction contracts awarded shall cooperate and in good faith do all things legal, proper and reasonable to achieve the statutory goal of ten percent for participation by minority businesses in each construction project permitted by SB 914. Nothing contained in these guidelines shall be considered to require awarding authorities to award contracts or to make purchase of materials or equipment from minority- business contractors who do not submit the lowest responsible bid or bids. SECTION 2: DEFINITIONS 1. Minority - a person who is a citizen or lawful permanent resident of the United States and who is: a. Black, that is, a person having origins in any of the black racial groups in Africa; b. Hispanic, that is, a person of Spanish or Portuguese culture with origins in Mexico, South or Central America, or the Caribbean Islands, regardless of race; C. Asian American, that is, a person having origins in any of the original peoples of the Far East, Southeast Asia and Asia, the Indian subcontinent, the Pacific Islands; d. American Indian or Alaskan Native, that is , a person having origins in any of the original peoples of North America; e. Female. f. "Socially disadvantaged individual ", as defined in 15 U.S.C. 637. These are individuals who have "been subjected to racial or ethnic prejudice or cultural bias because of their identify as a member of a group without regard to their individual qualities "; or g. "Economically disadvantaged individual" as defined in 15 U.S.C. 637. This is an individual "whose ability to compete in the free enterprise system has been impaired due to diminished capital and credit opportunities as compared to others in the same business who are not socially disadvantaged." 2. Minority Business - means a business: a. In which at least fifty -one percent (51 %) is owned by one or more minority persons, or in the case of a corporation, in which at least fifty -one percent (51 %) of the stock is owned by one or more minority persons; and DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 b. Of which the management and daily business operations are controlled by one or more of the minority persons who own it. 3. Owner - The County of Orange. 4. Bidder - Any person, firm, partnership, corporation, association, or joint venture seeking to be awarded a public contract or subcontract. 5. Contract - A mutually binding legal relationship or any modification thereof obligating the seller to furnish equipment, material or services, including construction, and obligating the buyer to pay for them. 6. Contractor - Any person, firm, partnership, corporation, association, or joint venture which has contracted with the County of Orange to perform construction work or repair. 7. Subcontractor - A firm under contract with the Prime Contractor for supplying materials or labor and materials and /or installation. The subcontractor may or may not provide materials in his subcontract. Work subcontracted in an emergency and which could not have been anticipated is excluded as a part of this program. 8. Verifiable goal means that the awarding authority has adopted written guidelines specifying the actions that the prime contractor must take to ensure a good faith effort in the recruitment and selection of minority businesses for participation in contracts awarded; the required actions must be documented in writing by the contractor to the appropriate awarding authority. SECTION 3: RESPONSIBILITIES 1. Minority Business Program of the County of Orange (hereafter referred to a Minority Business Program). The Minority Business Program will establish a program pursuant to which it shall certify to interested persons, businesses qualifying as Minority Business Enterprises (MBE). The information solicited from the applicant will be used by the Minority Business Program to: a. Determine MBE certification, i.e., that those certified are MBEs under GS 143- 128 as a contractor and/or subcontractor. b. Identify those areas of work for which there are certified MBEs, as requested. C. Provide interested parties with a list of prospective certified MBE contractors and subcontractors. d. Assist in the determination of technical assistance in the certification program that needs to be provided. In addition to being responsible for the certification of those small and emerging businesses that want to participate, the Minority Business Program will: 1. Maintain a current list of certified MBEs of those certified. The list furnished shall include the areas of work in which each MBE is interested. 2. Work with the North Carolina Association of Minority Businesses, the Carolinas Branch AGC, the Carolina Electrical Contractors Association and the North Carolina Association of Plumbing- Heating - Cooling Contractors in developing and implementing a certification program intended to improve the ability of MBE's to compete in this program. 2. Owner DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 The owner will: a. Attend the scheduled prebid conference. b. Identify or determine those work areas of a contract where MBEs may have an interest in performing contract work. C. At least ten (10) days prior to the scheduled day of bid opening, the Owner will notify certified MBEs of potential contracting opportunities listed in the proposal. The notification will include the following: 1. A description of the work for which the bid is being solicited. 2. The date, time and location where bids are to be submitted. 3. The name of the individual within the agency /institution who will be available to answer questions about the project. 4. Where bid documents may be reviewed. 5. Any special requirements that may exist, such as insurance, licenses, bonds and financial arrangements. If there are more than three (3) certified MBEs in the general locality of the project who offer similar contracting or subcontracting services in the specific trade, the Owner shall notify three (3) , but may contact more, if the Owner so desires. d. Maintain documentation of any contacts, correspondence, or conversations with MBE firms made in an attempt to meet the goals. 2. Prime Contractor Under the single prime contract system, the prime contractor will_: a. Attend the scheduled prebid conference. b. Identify or determine those work areas of a contract where MBEs may have an interest in performing contract work. C. At least ten (10) days prior to the scheduled day of bid opening, notify certified MBEs of potential contracting opportunities listed in the proposal. The notification will include the following: 1. A description of the work for which the bid is being solicited. 2. The date, time and location where bids are to be submitted. 3. The name of the individual within the agency /institution who will be available to answer questions about the project. 4. Where bid documents may be reviewed. 5. Any special requirements that may exist, such as insurance, licenses, bonds and financial arrangements. If there are more than three (3) certified MBEs in the general locality of the project who offer similar contracting or subcontracting services in the specific trade, the Contractor shall notify three (3) , but may contact more, if the Contractor so desires. d. During the bidding process, comply with the contractor(s) requirements listed in the proposal for minority participation. e. Submit with the bid a description of that portion of the work to be executed by MBEs expressed as a percentage of the total price. f. Identify the MBEs the bidder intends to use on the contract, along with the dollar amount of the work to be performed by each minority business. g. Submit an affidavit that details the good faith efforts taken to procure minority business participation. h. Upon being named the apparent low bidder, the bidder shall provide the necessary DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 documentation as listed in the contract documents. Failure to comply with procedural requirements as defined in contract documents may render that bid as non - responsive and may result in rejection of the bid and award to the next lowest responsible and responsive bidder. Upon being named apparent low bidder, the bidder shall provide an affidavit that lists the proportion of the work to be performed by MBEs. If the MBEs do not account for ten percent (10 %) of the contract price, the bidder must submit an affidavit that verifies the bidder's good faith efforts by certifying that it has undertaken at least five of the following ten (10) steps: 1. Contacted minority businesses that reasonably could have been expected to submit a quote and that were known to the contract or available on these State or local government - maintained lists at least ten (10) days before the bid or proposal date and notifying them of the nature and scope of the work to be performed. 2. Made the construction plans, specifications, and requirements available for review by prospective minority businesses, or providing these documents to them at least ten (10) days before the bid proposals are due. 3. Broke down or combined elements of work into economically feasible units to facilitate minority participation. 4. Worked with minority trade, community, or contractor organizations identified by the Office of Historical Underutilized Businesses and included in the bid documents that provided assistance in recruitment of minority businesses. 5. Attended any prebid meetings scheduled by the public owner. 6. Provided assistance in getting required bonding or insurance or providing alternatives to bonding or insurance for subcontractors. 7. Negotiated in good faith with interested minority businesses and did not reject them as unqualified without sound reasons based on their capabilities. Any rejection of a minority business based on lack of qualifications should have the reasons documented in writing. 8. Provided assistance to an otherwise qualified minority business in need of equipment, loan capital, lines of credit, or joint pay agreements to secure loans, supplies, or letters of credit, including waiving credit that is ordinarily required. Assisted minority businesses in obtaining the same unit pricing with the bidder's suppliers in order to help the minority businesses in establishing credit. 9. Negotiated joint venture and partnership arrangements with minority businesses in order to increase opportunities for minority business participation on a public construction or repair project when possible. 10. Provide quick pay agreements and policies to enable minority contractors and suppliers to meet cash -flow demands. j. During the construction of the project, if it becomes necessary to replace an MBE subcontractor, advise the owner of the circumstances involved. k. If, during the construction of a project, additional subcontracting opportunities become available, make a good faith effort to solicit subbids from MBEs. 3. MBE Responsibilities 4 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 While MBEs are not required to become certified in order to participate in this program, it is recommended that they become certified and should take advantage of the appropriate technical assistance that is made available. In addition, MBEs who are contacted by owners or bidders must respond promptly whether or not they wish to submit a bid. SECTION 4: DISPUTE PROCEDURES It is the policy of this County that disputes between an agency and another person that involve a person's rights, duties, or privileges should be settled through informal procedures. To that end, MBE disputes arising under these guidelines should be resolved, if possible, by informal proceedings arranged by the Owner. DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Attach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to Bid Identification of HUB Certified/ Minority Business Participation I, (Name of Bidder) do hereby certify that on this project, we will use the following HUB Certified/ minority business as construction subcontractors, vendors, suppliers or providers of professional services. Firm Name, Address and Phone # Work Type *Minority * *HUB Category Certified /N *Minority categories: Black, African American (B), Hispanic (H), Asian American (A) American Indian (1), Female (F) Socially and Economically Disadvantaged (D) ** HUB Certification with the state HUB Office required to be counted toward state participation goals. The total value of minority business contracting will be ($) MBForms 2002 - Revised July 2010 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Attach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to Bid State of North Carolina AFFIDAVIT A- Listing of Good Faith Efforts County of (Name of Bidder) Affidavit of I have made a good faith effort to comply under the following areas checked: Bidders must earn at least 50 points from the good faith efforts listed for their bid to be considered responsive. (1 NC Administrative Code 30 1.0101) ❑ 1 — (10 pts) Contacted minority businesses that reasonably could have been expected to submit a quote and that were known to the contractor, or available on State or local government maintained lists, at least 10 days before the bid date and notified them of the nature and scope of the work to be performed. ❑ 2 - -(10 pts) Made the construction plans, specifications and requirements available for review by prospective minority businesses, or providing these documents to them at least 10 days before the bids are due. ❑ 3 — (15 pts) Broken down or combined elements of work into economically feasible units to facilitate minority participation. ❑ 4 — (10 pts) Worked with minority trade, community, or contractor organizations identified by the Office of Historically Underutilized Businesses and included in the bid documents that provide assistance in recruitment of minority businesses. ❑ 5 — (10 pts) Attended prebid meetings scheduled by the public owner. ❑ 6 — (20 pts) Provided assistance in getting required bonding or insurance or provided alternatives to bonding or insurance for subcontractors. ❑ 7 — (15 pts) Negotiated in good faith with interested minority businesses and did not reject them as unqualified without sound reasons based on their capabilities. Any rejection of a minority business based on lack of qualification should have the reasons documented in writing. ❑ 8 — (25 pts) Provided assistance to an otherwise qualified minority business in need of equipment, loan capital, lines of credit, or joint pay agreements to secure loans, supplies, or letters of credit, including waiving credit that is ordinarily required. Assisted minority businesses in obtaining the same unit pricing with the bidder's suppliers in order to help minority businesses in establishing credit. ❑ 9 — (20 pts) Negotiated joint venture and partnership arrangements with minority businesses in order to increase opportunities for minority business participation on a public construction or repair project when possible. ❑ 10 - (20 pts) Provided quick pay agreements and policies to enable minority contractors and suppliers to meet cash -flow demands. The undersigned, if apparent low bidder, will enter into a formal agreement with the firms listed in the Identification of Minority Business Participation schedule conditional upon scope of contract to be executed with the Owner. Substitution of contractors must be in accordance with GS143- 128.2(d) Failure to abide by this statutory provision will constitute a breach of the contract. The undersigned hereby certifies that he or she has read the terms of the minority business commitment and is authorized to bind the bidder to the commitment herein set forth. Date: Name of Authorized Officer: SEAL State of Signature:, Title: County of Subscribed and sworn to before me this day of 20, Notary Public My commission expires MBForms 2002 - Revised July 2010 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Attach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to Bid State of North Carolina -- AFFIDAVIT B -- Intent to Perform Contract with Own Workforce. County of Affidavit of (Name of Bidder) I hereby certify that it is our intent to perform 100% of the work required for the contract. (Name of Project) In making this certification, the Bidder states that the Bidder does not customarily subcontract elements of this type project, and normally performs and has the capability to perform and will perform all elements of the work on this project with his /her own current work forces; and The Bidder agrees to provide any additional information or documentation requested by the owner in support of the above statement. The Bidder agrees to make a Good Faith Effort to utilize minority suppliers where possible. The undersigned hereby certifies that he or she has read this certification and is authorized to bind the Bidder to the commitments herein contained. Date: Name of Authorized Officer: Signature: Title: S SEAL State of , County of Subscribed and sworn to before me this day of 20_ Notary Public My commission expires MBForms 2002 - Revised July 2010 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Do not submit with bid Do not submit with bid Do not submit with bid Do not submit with bid State of North Carolina - AFFIDAVIT C - Portion of the Work to be Performed by HUB Certified /Minority Businesses County of (Note this form is to be submitted only by the apparent lowest responsible, responsive bidder.) If the portion of the work to be executed by HUB certified /minority businesses as defined in GS143- 128.2(g) and 128.4(a),(b),(e) is equal to or greater than 10% of the bidders total contract price, then the bidder must complete this affidavit. This affidavit shall be provided by the apparent lowest responsible, responsive bidder within 72 hours after notification of being low bidder. Affidavit of (Name of Bidder) (Project Name) Project ID# Amount of Bid $ I do hereby certify that on the I will expend a minimum of % of the total dollar amount of the contract with minority business enterprises. Minority businesses will be employed as construction subcontractors, vendors, suppliers or providers of professional services. Such work will be subcontracted to the following firms listed below. Attach additional sheets if required Name and Phone Number *Minority Category * *HUB Certified Y/N Work Description Dollar Value *Minority categories: Black, African American (B), Hispanic (H), Asian American (A) American Indian (1), Female (F) Socially and Economically Disadvantaged (D) ** HUB Certification with the state HUB Office required to be counted toward state participation goals. Pursuant to GS143- 128.2(d), the undersigned will enter into a formal agreement with Minority Firms for work listed in this schedule conditional upon execution of a contract with the Owner. Failure to fulfill this commitment may constitute a breach of the contract. The undersigned hereby certifies that he or she has read the terms of this commitment and is authorized to bind the bidder to the commitment herein set forth. Date: Name of Authorized Officer: S Signature: Title: State of , County of Subscribed and sworn to before me this Notary Public My commission expires MBForms 2002 - Revised July 2010 day of 20 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Do not submit with the bid Do not submit with the bid Do not submit with the bid Do not submit with the bid Do not submit with the bid State of North Carolina AFFIDAVIT D — Good Faith Efforts County of (Note this form is to be submitted only by the apparent lowest responsible, responsive bidder.) If the goal of 10% participation by HUB Certified/ minority business is not achieved, the Bidder shall provide the following documentation to the Owner of his good faith efforts: Affidavit of I do hereby certify that on the (Name of Bidder) (Project Name) Project ID# Amount of Bid $ I will expend a minimum of % of the total dollar amount of the contract with HUB certified/ minority business enterprises. Minority businesses will be employed as construction subcontractors, vendors, suppliers or providers of professional services. Such work will be subcontracted to the following firms listed below. (Attach additional sheets if required) Name and Phone Number *Minority Category * *HUB Certified Y/N Work Description Dollar Value *Minority categories: Black, African American (B), Hispanic (H), Asian American (A) American Indian (1), Female (F) Socially and Economically Disadvantaged (D) ** HUB Certification with the state HUB Office required to be counted toward state participation goals. Examples of documentation that may be required to demonstrate the Bidder's good faith efforts to meet the goals set forth in these provisions include, but are not necessarily limited to, the following: A. Copies of solicitations for quotes to at least three (3) minority business firms from the source list provided by the State for each subcontract to be let under this contract (if 3 or more firms are shown on the source list). Each solicitation shall contain a specific description of the work to be subcontracted, location where bid documents can be reviewed, representative of the Prime Bidder to contact, and location, date and time when quotes must be received. B. Copies of quotes or responses received from each firm responding to the solicitation. C. A telephone log of follow -up calls to each firm sent a solicitation. D. For subcontracts where a minority business firm is not considered the lowest responsible sub - bidder, copies of quotes received from all firms submitting quotes for that particular subcontract. E. Documentation of any contacts or correspondence to minority business, community, or contractor organizations in an attempt to meet the goal. F. Copy of pre -bid roster G. Letter documenting efforts to provide assistance in obtaining required bonding or insurance for minority business. H. Letter detailing reasons for rejection of minority business due to lack of qualification. I. Letter documenting proposed assistance offered to minority business in need of equipment, loan capital, lines of credit, or joint pay agreements to secure loans, supplies, or letter of credit, including waiving credit that is ordinarily required. Failure to provide the documentation as listed in these provisions may result in rejection of the bid and award to the next lowest responsible and responsive bidder. Pursuant to GS143- 128.2(d), the undersigned will enter into a formal agreement with Minority Firms for work listed in this schedule conditional upon execution of a contract with the Owner. Failure to fulfill this commitment may constitute a breach of the contract. MBForms 2002 - Revised May 2010 -1- DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Do not submit with the bid Do not submit with the bid Do not submit with the bid Do not submit with the bid Do not submit with the bid The undersigned hereby certifies that he or she has read the terms of this commitment and is authorized to bind the bidder to the commitment herein set forth. Date: Name of Authorized Officer: S Signature: Title: State of , County of Subscribed and sworn to before me this day of 20 Notary Public My commission expires MBForms 2002 - Revised May 2010 -2- DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 1 EXHIBIT 1 - - -- GENERAL CONDITIONS Table of Contents Page Article1. Definitions ........................................................................................ ..............................3 Article 2. Correlation, Interpretation, and Intent of Contract Documents ....... ..............................7 Article 3. Familiarity with Work, Conditions and Laws .................................... ..............................8 Article4. Bonds .............................................................................................. ..............................9 Article 5. Insurance and Indemnity ................................................................ ..............................9 Article 6. Other Record Documents and Submittals ...................................... .............................16 Article7. Contractor ....................................................................................... .............................18 Article8. Owner ............................................................................................ .............................26 Article 9. Construction Manager ................................................................... .............................26 Article10. Designer ...................................................................................... .............................26 Article 11. Testing and Surveying ................................................................. .............................27 Article 12. Separate Contracts ...................................................................... .............................27 Article13. Contract Time ............................................................................. .............................28 Article14. Changes in the Work .................................................................. .............................31 Article 15. Change of the Contract Price ..................................................... .............................33 Article 16. Unforeseen Conditions ................................................................ .............................35 Article 17. Correction of Work before Final Payment .................................. .............................35 Article 18. Correction of Work after Substantial Completion; Warranties and Guaranties ........ 36 Article 19. Owner's Right to Do Work .......................................................... .............................37 Article 20. Partial Payments ........................................................................ .............................37 Article21. Final Payment ............................................................................. .............................40 Article 22. Contractor, Subcontractor and Supplier Affidavit ....................... .............................41 Article 23. Assignments and Subcontracts ................................................... .............................41 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 2 Article24. Measurements ........................................................................... .............................41 Article 25. Contractor and Subcontractor Relationships ............................. .............................42 Article26. Use of Premises ........................................................................ .............................42 Article 27. Cutting, Patching and Fitting ..................................................... .............................42 Article 28. Dispute Resolution ................................................................... .............................43 Article29. Taxes ......................................................................................... .............................43 Article 30. Operation of Owner's Facilities .................................................. .............................44 Article 31. Third Party Beneficiary Clause .................................................. .............................44 Article 32. Measurement of Quantities ....................................................... .............................44 Article 33. Termination by the Owner for Cause ........................................ .............................44 Article 34. Termination or Suspension by the Owner for Convenience ...... .............................45 Article 35. Minority Business Enterprise Program ........................... .............................46 Article 36 E- Verify, Iran Divestment, Israel Boycott, and Digital ....... .............................46 Article37. General ...................................................................................... .............................46 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 3 ARTICLE 1. DEFINITIONS 1.1 Agreement - The Construction Contract, these General Conditions, and any Supplementary Conditions. 1.2 AIA - The American Institute of Architects. 1.3 ASTM - The American Society for Testing and Materials. 1.4 Beneficial Occupancy — Use of the Project by the Owner after Substantial Completion, but prior to Final Completion.. 1.5 Change Order - A written order to the Contractor signed by the Owner and the Designer authorizing an addition, deletion, or revision in the Work and /or an adjustment in the Contract Price and /or the Contract Time issued after execution of the Construction Contract. See paragraph 14.1. 1.6 Completion Date - Those dates identified as Completion Dates in the Contract Construction Schedule or elsewhere in the Contract Documents. 1.7 Construction Contract — The document executed by the Contractor and the Owner to formally memorialize their consent to the terms of the Agreement. 1.8 Construction Change Directive — A written order to the Contractor signed by the Owner and the Designer directing an addition, deletion, or revision in the Work after execution of the Construction Contract, in circumstances when the parties have been unable to agree on an adjustment to the Contract Price or the Contract Time, but the Owner requests that the Contractor proceed with said addition, deletion, or revision in the Work subject to adjustment of the Contract Price and /orContract Time under the procedures described herein. 1.9 Construction Manager(s) - The person(s) or firm designated as the Construction Manager in the Contract Documents, or their authorized representatives. The Construction Manager(s), as referred to herein, will be referred to hereinafter as if each were of the singular number and masculine gender. 1.10 Contract Construction Schedule - That schedule described in Article 13 hereof and identified as the Contract Construction Schedule. 1.11 Contract Documents - All of the documents that make up the Agreement, plus the Drawings and Specifications that describe the scope of the Work, plus allowable Modifications to the Contract Documents. 1.12 Contract Price - The total monies payable to the Contractor under the Contract Documents pursuant to paragraph 15.1 of the Agreement. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 4 1.13 Contract Time - The number of calendar days stated in, or computed from, the Contract Documents for the completion of the Work, or any portion thereof. See, particularly, Article 13 hereof and the Contract Construction Schedule. Time of completion as specified therein is of the essence. The time used and referred to on the Project will be that time which is observed in Raleigh, North Carolina, being Eastern Daylight Savings Time (EDT), Eastern Standard Time (EST), or other as designated by the Designer. 1.14 Contractor - The Contractor shall be that party identified as such in the Contract Documents. 1.15 Days - Unless otherwise indicated, the term "days" shall mean consecutive calendar days. 1.16 Daylight Hours - The hours or portions of hours between sunrise and sunset local time. 1.17 Designer(s) — The person or firm designated as the Designer in the Contract Documents, or their authorized representatives. The Designer(s), as referred to herein, shall mean architect, landscape architect, and /or engineer. They will be referred to hereinafter as if each were of the singular number and masculine gender. On projects for which there is no Designer designated references to approvals or authorizations of or by the Designer shall be interpreted to refer to approvals or authorizations of Owner or Owner's designee. 1.18 Drawings - The Drawings are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location, and dimensions of the Work, and generally including plans, elevations, sections, details, schedules and diagrams. A list of the Drawings is contained in the Contract Documents. 1.19 Field Order - A written order issued by the Designer which clarifies or interprets the Contract Documents or orders minor changes in the Work in accordance with the Contract Documents. See paragraph 14.2. 1.20 Final Completion - The point at which the Contractor has completed the Work, with the exception of guaranty and warranty obligations and as determined by the Designer and becomes entitled to final payment upon the recommendation of the Designer and determination by the Owner. 1.21 The words "furnish," "furnish and install," "install," and "provide" or words with similar meanings shall be interpreted, unless otherwise stated, to mean furnish and install complete, in place and ready for service. 1.22 Liquidated Damages — See paragraph 13.18 of these General Conditions. 1.23 Modification - (A) a written amendment to the Contract Documents signed by the Owner and the Contractor and identified therein as such, (B) a Change Order, (C) Construction Change Directive, or (D) a Field Order. A Modification may only be issued after execution of the Agreement. 1.24 Notice of Award - The written notice by the Owner to the Contractor that the Contractor is the successful Bidder and that upon compliance with the conditions precedent to be fulfilled by Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 5 the Contractor within the time specified, the Owner will execute and deliver the Agreement to him. 1.25 Notice to Proceed - See paragraph 13.3. 1.26 Owner - The Owner is the person designated as such in the Agreement. 1.27 Owner's Authorized Representative - A person, or persons, employed by the Owner and designated from time to time by written notice to the Contractor to administer the Contract Documents, and to observe and monitor the Work on behalf of the Owner with authority and responsibility as herein specified. 1.28 Notice - The term "notice" or "written notice" as used herein shall mean and include all written notices, demands, instructions, and claims approvals and disapprovals furnished by the Owner or the Designer to obtain compliance with the requirements of the Contract Documents, as well as all written notices, demands, instructions and claims furnished by the Contractor as required by the Contract Documents. Where notice is required under the terms of the Contract Documents written notice shall always be required, and oral or "constructive" notice shall be insufficient and ineffective as notice. Email or other electronic delivery shall be insufficient and ineffective as notice unless specifically allowed by the Supplementary Conditions or a Modification to the Agreement. Written notice shall be deemed to have been duly served on the date that it is delivered in person to the individual or to a member of the firm, to an officer of the corporation for whom it is intended, to an authorized representative of such individual, firm, or corporation, or on the date that it is mailed by registered or certified mail, return receipt requested, addressed to the last business address of such individual, firm, or corporation known to the person giving the notice. Written notice may also be given by facsimile transmission, provided that proof of delivery is obtained. In the case of delivery in person, such delivery shall not be effective unless and until a written and signed receipt showing the date and time of delivery is obtained. 1.29 Project - The total construction of which the Work performed under the Contract Documents may be the whole or a part. 1.30 Project Expediter — As used herein, is an entity stated in the Contract Documents, designated to effectively facilitate scheduling and coordination of Work activities. For the purpose of a single prime contract, the single prime contractor is designated as the Project Expediter. For the purpose of a project involving separate prime contracts, the Contractor for general work shall be designated as the Project Expediter unless otherwise indicated in the Supplementary General Conditions. See paragraph 7.27. 1.31 Project Manager - That person designated by the Contractor in accordance with paragraph 7.2 who shall be in general charge of the Work and its performance and who shall have the authority set forth in the last sentence of paragraph 7.2. 1.32 Request for Information - A written communication from the Contractor to the Designer for any interpretation of, or information needed, required, or desired under the Contract Documents. The Owner reserves the right to determine the reasonable format and contents required for a Request for Information. In any Request for Information, the Contractor shall state a reasonable date by which a response is necessary in order to avoid delay in progress on the Work and shall Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 0 make such request sufficiently in advance of such date as to avoid any such delay. The Designer shall respond in writing to the Request for Information by the date stated by the Contractor unless he cannot reasonably do so, in which case he shall prior to that date notify the Contractor of the date by which he can reasonably respond. The Contractor shall not be entitled to any additional time for the completion of the Work or any portion thereof by reason of the Designer's failure to respond if he has not submitted his Request for Information sufficiently in advance to allow the Designer a reasonable time within which to respond. 1.33 Request for Payment - The form, in the form of AIA Document G702 (latest ed.) or other published document approved by Owner, which is to be used by the Contractor in requesting progress payments and which is to include a Schedule of Values as required by the Contract Documents and an affidavit of the Contractor that progress payments theretofore received from the Owner on account of the Work have been applied by the Contractor to discharge in full all the Contractor's obligations incurred in connection with Work covered by all prior applications for payment. See paragraph 20.2. 1.34 Resident Superintendent - That person designated by the Contractor in accordance with paragraph 7.2 who has day -to -day responsibility for the prosecution of the Work and the obtaining of proper materials and equipment, and adequate labor and who shall have the authority set forth in the last sentence of paragraph 7.2. 1.35 Schedule of Values - Any breakdown of the Contract Price which may be required by the Contract Documents, and designated as such. See paragraph 20.1. 1.36 Specifications - That portion of the Contract Documents consisting generally of the written requirements for materials, equipment, construction systems, standards, and workmanship for the Work and performance of related services. 1.37 Subcontractor - A person, firm, or corporation who has entered into a direct contract with the Contractor to perform any of the Work at the Project. 1.38 Submittal - Shop drawings, product data, samples, and other documents required by the Contract Documents to be submitted by the Contractor to the Designer. 1.39 Submittal Register - See paragraph 13.2 of these General Conditions. 1.40 Substantial Completion - The point at which the Work, and Work by other Contractors on or in connection with the Project, as determined by the Designer, is sufficiently complete in accordance with the Contract Documents that it can be beneficially occupied by the Owner, and the Work can be utilized by the Owner for its intended use, and all necessary permits and permissions for Beneficial Occupancy and utilization having been obtained by the Contractor. All operations and maintenance manuals, Owner training, and as -built drawings must be submitted prior to Substantial Completion being achieved. 1.41 Sub - subcontractor - A person or entity that has a direct or indirect contract with a Subcontractor to perform any of the Work at the Project. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 7 1.42 Work - The construction and services required by the Contract Documents, including all labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. 1.43 All references in the Contract Documents to the masculine shall be interpreted as including the feminine or neuter and all references in the Contract Documents to the singular or the plural shall be interpreted as including the other, as may be appropriate in the reasonable interpretation of the Contract Documents. ARTICLE 2. CORRELATION, INTERPRETATION AND INTENT OF CONTRACT DOCUMENTS 2.1 It is the intent of the Specifications and Drawings and other Contract Documents to describe a complete Project in accordance with the Contract Documents. 2.2 The Contract Documents are complementary; what is called for by one is as binding as if called for by all. If the Contractor finds a conflict, error or discrepancy in the Contract Documents, the Contractor shall notify the Designer in writing before proceeding with the Work affected thereby. In resolving such conflicts, errors and discrepancies, the Contract Documents shall be given preference in the following order: Construction Contract, Modifications, Addenda, General Conditions, Specifications, and Drawings. Figure dimensions on Drawings shall govern over scale dimensions, and detailed Drawings shall govern over general Drawings. Any Work that may reasonably be inferred from the Contract Documents as being required to produce the intended result shall be supplied whether or not it is specifically called for. Work, materials or equipment described in words which, so applied, have a well -known technical trade meaning shall be deemed to refer to such meaning and to incorporate any recognized standards which are a part of such meaning if not otherwise defined within the Contract Documents. 2.3 Miscellaneous items, accessories and work which are not specifically mentioned, but which are essential to produce a complete and properly operating installation, or useable structure or plant providing the indicated function shall be furnished and installed without change in the Contract Price. Such miscellaneous items and accessories shall be of the same quality standards, including material, style, finish, strength, class, weight and other applicable characteristics, as specified for the major component of which the miscellaneous item or accessory is an essential part, and shall be approved by the Designer before installation. This requirement is not intended to include major components not covered by or inferable from the Contract Documents. 2.4 The Work of all trades under the Contract Documents shall be coordinated by the Contractor in such a manner as to obtain the best workmanship possible for the entire Project and all components of the Work shall be installed or erected in accordance with the best practices of the particular trade. 2.5 The Contractor shall fully complete the Work and shall be responsible for all of the Work under the Contract Documents to which the Construction Contract applies. If the Contractor is prevented from doing so by any limitation of the Contract Documents, the Contractor shall immediately give notice thereof to the Designer and the Owner in writing. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 0 2.6 Standard specifications or manufacturers' literature, when referenced, shall be of the latest revision or printing unless otherwise stated and is intended to establish the minimum requirements acceptable. 2.7 For those materials specified without the use of brand names, the Contractor shall submit within thirty (30) days after his receiving the Construction Contract for signatures, any product that meets the express requirements of the Specifications. Such Submittal shall include manufacturer's data, test reports, performance data and certifications, samples, erection details, and other applicable information as required to permit determination by the Designer whether such proposed products are suitable. The Designer shall be the sole judge as to the suitability of any proposed product. The burden of proof of quality rests with the Contractor. 2.8 The Contractor is required to examine and read the complete set of Contract Documents for information concerning the Work, because some of the Work for which the Contractor will be responsible may be indicated on or in documentation applying primarily to the Work of one or more other separate prime contractors. No allowance will be made for the Contractor's failure to become familiar with the complete set of project documents. 2.9 Contractor's requests for clarification or information shall clearly define the cause(s) of Contractor's request and, as appropriate, shall include Contractor's interpretation and Contractor's proposed solution. ARTICLE 3. FAMILIARITY WITH WORK, CONDITIONS AND LAWS 3.1 The Contractor has investigated prior to bidding and is satisfied with all conditions affecting the Work, including but not restricted to those bearing upon transportation, disposal, handling and storage of materials, availability of labor, water, electrical power, roads and uncertainties of weather, or similar physical conditions at the Project site, and the character of equipment and facilities needed prior to and during prosecution of the Work. The Contractor is satisfied as to the character, quality and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from inspection of the Project site, including all exploratory work done by the Owner, as well as from information presented by the Contract Documents, or any other information made available to the Contractor prior to receipt of bids. Any failure by the Contractor to become acquainted with the available information shall not relieve the Contractor from the responsibility for estimating properly the difficulty or cost of successfully performing the Work. 3.2 The Contractor shall be entitled to make all inferences from the Contract Documents that would reasonably be made by a contractor having knowledge and experience with similar work; however, the Contractor shall not be entitled to infer from the Contract Documents any fact or condition which would not be inferred by a contractor having knowledge and experience with similar work and the Contractor shall be required to obtain independently such other information as a knowledgeable and experienced contractor would prudently obtain in order to evaluate any such condition. 3.3 The Contractor specifically acknowledges familiarity with all Federal, State, and local laws, ordinances, rules, and regulations which may in any manner affect those engaged or employed in the Work, or the materials or equipment in or about the Work, or in any way affect the conduct of the Work and agrees that the Contractor and the Contractor's employees, subcontractors, Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 E and suppliers will, at all times, comply with same. If the Contractor shall discover any provisions in the Contract Documents which are contrary to or inconsistent with any such law, ordinance, rule, or regulation, the Contractor shall immediately give notice thereof to the Designer and the Owner in writing, identifying any items of Work affected, and the Contractor shall not proceed until the Contractor has received written direction from the Designer with respect to these items. If the Contractor performs contrary to or inconsistently with any such law, ordinance, rule, or regulation without such written direction, the Contractor shall bear all costs which are a consequence of such performance. 3.4 At times selected by the Designer after execution by the Contractor of the Construction Agreement, a pre- construction conference shall be scheduled and conducted for the benefit of the Project. ARTICLE 4. BONDS 4.1 A performance bond in the full amount of the Contract Price shall be required of the Contractor to guarantee the faithful performance of the Work in compliance with the Contract Documents, in such form as may be required by law and approved by the Owner. The bond shall be dated the same date as the Construction Contract and must be accompanied by a current copy of the power of attorney for the attorney -in -fact executing such bond on behalf of a surety company licensed to do business in the state of North Carolina. 4.2 A payment bond in the full amount of the Contract Price shall be required of the Contractor to guarantee the payment of all labor and material costs or claims in connection with compliance with the Contract. The payment bond shall be in such form as may be required by law and approved by the Owner. Said bond shall be dated and executed in the same manner as the performance bond in paragraph 4.1. ARTICLE 5. INSURANCE AND INDEMNITY 5.1 CONTRACTOR PROVIDED INSURANCE The Contractor shall, without limiting its obligations or liabilities, procure, pay for and maintain such insurance as is required by law and as is required by this Agreement to protect the Contractor and the Owner from claims for damages for bodily injury, including death, and from claims for property damage which may arise from the Contractor's or its representatives', consultants', Subcontractors', agents', or employees' operations under this Agreement. Such insurance shall be of the kinds and have limits of liability and coverages not less than the minimum limits hereinafter specified or required by law, whichever is greater. The Owner makes no representation as to the adequacy or sufficiency of such coverages. The following requirements shall in no way be construed to limit or eliminate the liability of the Contractor, which arises from performance of Work under the Agreement. The Contractor is strictly responsible for any losses, claims, and costs of any kind which exceed the Contractor's limits of liability, or which may be outside the coverage scope of the policies. The insurance specified shall be provided by an insurer approved by the Owner, authorized to do such business in the State of North Carolina, and on terms approved by the Owner. Insurance companies utilized shall have a minimum rating of A- and Class VII as evaluated by the most current A.M. Best Rating Guide. If the insurer has a Best Rating less than A- and Class VII, the Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 10 Contractor must receive specific written approval from the Owner prior to proceeding with any Work under the Agreement. All agents and brokers shall hold valid licenses from the State of North Carolina. Before commencing mobilization to the Project site and not later than 7 days after the receipt of the Construction Contract by the Contractor for signatures, the Contractor shall furnish to the Owner a certificate or certificates of insurance in a form satisfactory to the Owner. Upon request of the Owner, the Contractor shall provide the Owner with certified copies of the insurance policies required by this Article, including without limitation declaration pages, conditions, exclusions and endorsements, and confirmation that each policy premium has been paid for the required term of this Agreement. A copy of the umbrella policy shall be provided to the Orange County Risk Manager. Certificates shall be signed by a person authorized by that insurer to bind coverage on its behalf. All insurance policies shall provide, as evidenced by Certificates of Insurance, that the insurance shall not be canceled, reduced, restricted, or changed in any way without at least 30 days prior written notice to the Owner. With regard to expiration, cancellation, reduction, restriction, or any other change, certificates shall state: "Should any of the following described policies be canceled before expiration date or be due to expire within 30 days, the insurer shall mail 30 days prior written notice to named certificate holder." In the event of any such cancellation, non - renewal, reduction, restriction, or change in any insurance, the Contractor is obligated to replace such insurance within 7 days without a gap in coverage and file accordingly such notice with the Owner, and other interested parties. Failing immediate receipt of evidence of such replacement of insurance the Owner reserves the right to procure such insurance as the Owner considers desirable and the Contractor shall pay or reimburse the cost of the premium in respect thereof. It is expressly provided, however, that any action or inaction on the part of the Owner in this respect shall in no way change or reduce the Contractor's responsibilities and liabilities under this Agreement. Self- funded, policy fronting, or other non -risk transfer insurance mechanisms are not acceptable without prior written approval of the Owner. Full disclosure of such a program must be made prior to commencing mobilization to the Project site. Failure to make a full disclosure constitutes a material breach of the Agreement, justifying termination for default. The Contractor shall name the Owner, the Designer, the Designer's consultants, and the Construction Manager as additional insureds under all its insurance contracts (except workers' compensation) with respect to and including without limitation liability arising out of activities performed by or on behalf of the Contractor, products and completed operations of the Contractor, and automobiles owned, hired, leased, or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to additional insureds. For any claims related to this Project, the Contractor's insurance or self- insurance shall be primary and noncontributory with respect to the Owner's insurance. Any insurance or self - insurance maintained by the Owner shall be excess and noncontributory with respect to the Contractor's insurance. All policies of insurance shall contain a clause waiving rights of subrogation against the Owner, unless the Owner approves otherwise in writing. Limits of coverage are not to be amended by deductible clauses of any nature without the express written consent of the Owner. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 11 The Contractor shall be solely responsible for any deductible assumptions that may exist in any insurance policies required under this Agreement. In addition, the Contractor shall be responsible and shall not be reimbursed for any losses arising from any risk or exposure not insured as required herein, or not covered as a result of a normal policy exclusion or that falls within the self- insured retention, if Contractor self- insured. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. The claim provisions in the Contractor's insurance policies must specifically state the insurance company or Contractor's Third Party Administrator, if self- insured, has both the right and duty to adjust a claim and provide defense. The policies shall not contain any provision or definition which would serve to exclude or eliminate from coverage third party claims, including exclusions of claims for bodily or other injury to shareholders, partners, officers, directors, or employees of the insured, the premises owner, real estate manager, or the insured's Subcontractor, or any family relative of such persons. If the policies contain any warranty stating that coverage is null and void (or words to that effect) if the Contractor does not comply with the most stringent regulations governing the Work, it shall be modified so that coverage shall be afforded in all cases except for the Contractor's willful or intentional noncompliance with applicable government regulations. Any failure by any person to comply with reporting or other provisions of the policy including breach of warranties, shall not affect coverage provided to the Owner and its representatives, officials, and employees. The insolvency or bankruptcy of the Insured or of the Insured's estate shall not relieve the insurance companies of their obligations under these policies. Any clauses to the contrary are unacceptable and must be stricken. Failure to comply with these requirements shall be a material breach of this Agreement justifying termination for default. 5.1.1 Worker's Compensation and Employers' Liability Insurance The Contractor and its Subcontractors shall procure and maintain Workers' Compensation Insurance in the amount and type required by the State of North Carolina and federal law for all employees employed under the Agreement who may come within the protection of Workers' Compensation Laws and covering all operations under the Agreement whether performed by the Contractor or by his Subcontractors. In jurisdictions not providing complete Workers' Compensation protection, the Contractor and his Subcontractors shall maintain employers' liability insurance in an amount, form, company, and agency satisfactory to the State of North Carolina and the Owner for the benefit of all employees not protected by Workers' Compensation Laws and covering all operations under the Agreement whether performed by the Contractor or by his Subcontractors. The Contractor shall pay such assessments as will protect the Contractor and the Owner from claims under the Workers' Compensation Laws, workers' or workmen's compensation disability benefits, and other similar employee benefit acts. The current Experience Modification Factor shall be indicated on the Certificate of Insurance. Coverage under this section shall be as required by federal and state Workers' Compensation and Occupational Disease Statutes, and shall have minimum limits as follows: Coverage A: Statutory, State of North Carolina Employers' Liability: Each Accident $1,000,000 Disease - Policy Limit $1,000,000 Disease - Each Employee $1,000,000 Such insurance shall include Voluntary Compensation coverage, a Waiver of Subrogation Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 12 in favor of the Owner as well as other endorsements that may be required by applicable jurisdictions. 5.1.2 Automobile Liability Insurance The Contractor shall procure and maintain automobile insurance against liability for bodily injury and property damage as described below, that may arise with respect to the Work being performed under the Agreement, and as will provide protection from claims which may arise out of or result from the Contractor's performance of the Work and the Contractor's other obligations under the Agreement, whether such performance of the Work is by the Contractor, by any representative or Subcontractor, by anyone, both officially and personally, directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. This policy of insurance shall carry the following minimum Limit of Liability: Combined Single Limit $1,000,000. The policy of insurance shall contain or be endorsed to include the following: a) owned, hired, and non -owned automobile liability. b) If the policy contains a warranty stating that coverage is null and void (or words to that effect) if the transporter does not comply with the most stringent regulations governing the Work, it shall be modified so that coverage shall be afforded in all cases except for the transporter's willful or intentional noncompliance with applicable government regulations. Any failure by any party to comply with reporting or other provisions of the policy including breach of warranties, shall not affect coverage provided to the Owner and its representatives, officials, and employees. No subcontracting of waste hauling shall be permitted without prior, written approval of the Owner. 5.1.3 General Liability This policy must be written on an Occurrence basis, with the following minimum Limits of Liability: General Aggregate per project $2,000,000.00 Products /Completed Operations Aggregate $2,000,000.00 Bodily Injury and Property Damage csl /each occurrence $1,000,000.00 Personal Injury and Advertising Injury $2,000,000.00 The policy of insurance shall contain or be endorsed to include the following: a) Blanket Contractual Liability covering Contractor's indemnification obligations under this Agreement, in accordance with ISO policy form CG 00 01. Modifications to the standard provision will not be acceptable if they serve to reduce coverage. b) Premises /Operations Liability. c) Explosion, collapse, and underground fault. d) Independent Contractors and Independent Subcontractors coverage. e) Broad Form Property Damage. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 13 f) Personal Injury g) Cross Liability /Severability of Interest clause. h) Employer's Stop -Gap Liability endorsement, if applicable. i) Amendment of the Pollution Exclusion Endorsement to allow coverage for bodily injury or property damage caused by heat, smoke, or fumes from a hostile fire. j) Designated General Aggregate Limit Endorsement if required by the Contract Documents. Coverage shall remain continuously in effect and without interruption for at least 6 years from the date of the Notice of Award and shall include coverage for exposures arising from operations that have been completed. The Contractor shall furnish the Owner and each other additional insured listed in the Agreement to whom the Certificates have been issued, evidence satisfactory to the Owner of continuation of such insurance at the date of Preliminary Acceptance and each year thereafter. 5.1.4 Pollution Legal Liability (PLL) Pollution Legal Liability coverage will be provided if required by the Supplementary General Conditions. 5.1.5 Umbrella Liability The Contractor shall maintain an occurrence basis (as distinguished from a "claims made" basis) Umbrella Liability policy (true follow form) over the underlying General Liability, Automobile Liability, and Employer's Liability, with the following limits of liability: Each Occurrence $3,000,000, Aggregate $3,000,000. On a fully insured basis such coverage will be subject to a deductible no greater than $10,000 per occurrence where coverage is not provided by the underlying insurance, but is provided by the Umbrella Liability policy. The Contractor may use any combination of primary and umbrella insurance policies to comply with the insurance requirements, provided the resulting insurance is equivalent to the insurance stated herein. All Occupational Disease exclusions must be deleted. Any Pollution Exclusion must be amended to allow coverage for bodily injury or property damage caused by spill, upset, overturn, heat, smoke, or fumes from a hostile fire. 5.1.6 Property Insurance The Contractor shall purchase All Risk Property Insurance on a Completed Value Form in the names of the Owner, Contractor, Subcontractors, and sub - subcontractors as their interests may appear with limits as follows: a) Full insurance value of the Work, or b) Amount equal to the Contract Price for the Work, whichever is higher. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 14 The Contractor is responsible for all physical damage to owned or rented machinery, tools, equipment, forms, and other items owned, rented or used by the Contractor and /or Subcontractor(s) in the performance of the Work. The insurance coverage evidencing such shall include a waiver of subrogation in favor of the Owner. 5.1.7 Valuable Papers and Records The Contractor shall provide valuable papers and records insurance with coverage in an amount commensurate with project scope and set forth in the Supplementary General Conditions. 5.1.8 Claims The Contractor shall notify the Owner within 24 hours of any claims or alleged claims received by the Contractor covered by any of the policies of insurance required in this Agreement. The Contractor shall provide a written copy of the claim or alleged claim to the Owner within 3 days of the Contractor's receipt of the claim or alleged claim. If a claim is settled to the satisfaction of the claimant, the Contractor shall submit a copy of the claimant's release to the Owner. If a claim or alleged claim is rejected by the Contractor and /or its insurance company, the Contractor shall immediately report this fact to the Owner. Should 30 days elapse after the claim or alleged claim has been received by the Contractor, and the Contractor is not able to report a settlement or rejection of the claim, it shall report to the Owner the steps being taken with respect to the claim. Without limiting the foregoing, the Contractor shall notify in writing the county risk manager of any paid or incurred claims which may impair annual aggregate or general liability. 5.1.9 Deductibles and Self- insured Retentions Any deductibles or self- insured retentions must be declared to and approved by the Owner. At the option of the Owner, either: a) the insurer shall reduce to a maximum of $250,000 or eliminate such deductibles or self- insured retentions with respect to the Owner, or (b) the Contractor shall provide evidence of collateral provided to insurers or procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses within the deductible or self- insured retention amount. Any self- insured retention or deductible amount on the policy shall not reduce the amount of collectible limits or liability. 5. 1.10 Subcontractors The Contractor shall include all Subcontractors as Insureds under its policies, or shall furnish separate certificates, policies, and endorsements for each Subcontractor the Contractor intends to use. If a Subcontractor does not take out insurance in his own name and the Contractor wishes to provide insurance protection for such Subcontractor and such Subcontractor's employees, the Contractor shall either (a) procure appropriate policies in the name of the Subcontractor, or (b) cause a rider or riders to be attached to the Contractor's policies which shall identify the Subcontractor thereby covered; provided, however, in the case of the latter option, such a rider need not be attached to the Contractor's workers' compensation policy if such policy by its terms is sufficiently broad to cover the employees of all Subcontractors performing Work under the Contract Documents. Except as otherwise approved by the Owner in writing, Limits of Liability and coverage scope must be at a minimum as stringent as required of the Contractor by the Contract Documents. All Work performed for the Contractor by any Subcontractor shall be pursuant to an appropriate agreement between the Contractor and the Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 15 Subcontractor which shall contain provisions that waive all rights the contracting parties may have against one another for damages caused by fire or other perils covered by insurance as provided herein. Insurance monies received from any loss shall be divided as the respective interest of the parties affected shall appear. 5.2 OWNER CONTROLLED PROJECT SPECIFIC INSURANCE In the event the Owner elects to purchase project- specific insurance affording coverage to the Contractor and Subcontractors, the terms and conditions of such coverage shall be set forth in the Supplementary Conditions. 5.3 CONTRACTOR AS JOINT VENTURE If the Contractor is completing this Project on a joint venture basis, both joint venture partners retain all liabilities assumed by this Agreement, individually and collectively. This may include, but is not limited to, all premiums due, deductibles /self- insured retentions, coinsurance provisions, claim provisions, insurance policy conditions, and indemnification provisions hereunder. Evidence of a Blanket Joint Venture Endorsement must be obtained from the General Liability and Contractor's Pollution Legal Liability carriers of each joint venture partner for a period of 6 years after completion of the Project, substantially as follows: With respect to "your work ", and the "products- completed operations hazard ", you are an insured for your liability arising out of the conduct of any partnership or joint venture of which you were a partner or member, even though this partnership or joint venture is not shown as a Named Insured in the Declarations. This coverage is excess over any available liability purchased specifically to insure the partnership or joint venture. This coverage will not inure to the benefit of any other party except you." 5.4 INDEMNIFICATION The Contractor, to the fullest extent not expressly prohibited by law, shall defend, indemnify, and save harmless the Owner, the Designer, the Construction Manager and their respective officials, officers, employees, and agents from and against any and all liabilities (foreseeable or unforeseeable), penalties, fines, liens, forfeitures, demands, claims, causes of actions, suits, judgments, and costs and expenses incidental thereto, (including, without limitation, amounts paid pursuant to investigations, defense or settlements, and reasonable attorneys' fees), which any or all of them may hereafter suffer, incur, be responsible for, or pay out as a result of but not limited to: a) bodily injury (including sickness, disease, or death) to any person including but not limited to, the Contractor's employees or its representatives while on the site of the Project; or b) actual or alleged damage (including loss of use) to any property (public or private, including the Project or other property on the Project site); or c) contamination of or adverse effects on the environment arising directly or indirectly out of or in connection with the performance of the Work, including but not limited to any hazardous or toxic waste, substance, or constituent of any substance subject to regulation under CERCLA, RCRA, TSCA, and other Federal and state authorities that is spilled, released, threatening to release, or disposed of or destroyed by the Contractor or its Subcontractors on or off the site of the Project or while in transport to or from the site; or Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 16 d) any violation or alleged violation of laws and regulations, arising out of or in any way connected with the Work, caused in whole or in part by the Contractor, any Subcontractor or supplier or any representatives of the Contractor. The Contractor shall not be required to indemnify the Owner against losses resulting from a breach of this Agreement by the Owner or its other agents and contractors, or resulting from negligence, misconduct or violation of laws on the part of the Owner or its other agents and contractors. e) upon completion of the Work the Contractor shall execute an affidavit, indemnification, and release stating there are no unpaid debts for any work that has been done or materials that have been furnished to the Project prior to and as of the date of substantial completion and further stating that Contractor shall indemnify, save and protect Owner and Owner's lender, if any, harmless from and against any and all claims, liabilities, liens, losses, damages, causes of action, and expenses (including court costs and reasonable attorney's fees related thereto) arising out of, in connection with, or resulting from any such claims, liabilities, liens, losses, damages, causes of action, or expenses. Such affidavit, indemnification, and release shall be in a form and substance acceptable to Owner. By executing this Agreement Contractor acknowledges the receipt of adequate consideration in return for said release. The Contractor further agrees to obtain, maintain, and pay for such liability insurance coverages and endorsements as will insure the provisions of this paragraph 5.4. Furthermore, the Contractor agrees to be liable for and to indemnify and reimburse the Owner for all legal fees and disbursements paid or incurred to enforce the provisions of this paragraph. The indemnification obligations under this paragraph shall not be limited in any way by the amount or type of damages, compensation or benefits payable under worker's compensation acts, disability benefit acts, other employment benefit acts, or the amount of insurance carried or recovered. The Owner acknowledges that hazardous or toxic waste, material, chemicals, compounds or substances, or other environmental hazards, contamination or pollution, (referred to hereinafter as "environmental hazards ") may be present at the Project site that were not created, generated, or released at the Project site by the Contractor or its Subcontractors, agents or employees, acting alone or in concert with others. Unless the remediation, abatement or handling of such environmental hazards is part of the scope of the Work under this Agreement, then upon the discovery of such environmental hazards, the Contractor shall immediately, and in no event more than three days later, give notice to the Owner of the environmental hazards before they are disturbed. The Owner and the Designer shall thereupon promptly investigate the environmental hazards, and make such changes in the Drawings and /or Specifications as they may find necessary to abate, remediate, isolate or handle the environmental hazards. Any increase or decrease in the Contract Price or the Contract Time resulting from such changes shall be adjusted in the manner provided herein for adjustments as to extra and /or additional Work and changes. It is agreed that the Contractor shall have no liability under this Agreement for any environmental hazards existing prior to the date that Work commences under this Agreement unless the Contractor or its Subcontractors, agents or employees, acting alone or in concert with others, by their own negligence or misconduct, release or expose the Owner or third parties to the environmental hazards. The provisions of this paragraph shall survive the termination or cancellation or completion of this Agreement. 5.5 RISK MANAGEMENT POLICY Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 17 The Orange County Risk Management Policy shall not apply to construction contracts for amounts over $250,000. The terms of these General Conditions related to insurance shall be the sole authority governing insurance requirements for such contracts. ARTICLE 6. OTHER RECORD DOCUMENTS AND SUBMITTALS 6.1 The Designer shall furnish to the Contractor the number of copies of Drawings and Specifications stated in the Contract Documents. Additional copies of Drawings and Specifications may be obtained at the cost of reproduction and handling. 6.2 The Contractor shall submit to the Designer all Submittals required by the Contract Documents. The Contractor shall submit at least three (3) reproducible prints of all shop drawings. The Contractor shall submit samples in quantities required by the Contract Documents. The Contractor shall submit product data in at least five (5) copies. All shop drawings shall be reviewed by the Contractor and shall bear the Contractor's stamp of approval before being forwarded to the Designer. Submittals shall be submitted in such time as to cause no delay to the Work or any part thereof and in accordance with the Contract Construction Schedule and Submittal Register. The Designer shall review the submittal with reasonable promptness, noting desired corrections, if any. The Designer shall retain two (2) copies of the submittal and shall return the balance of the reviewed submittal to the Contractor for action. The Contractor shall furnish any corrected submittal to the Designer. The Designer shall retain two (2) copies of the corrected submittal and will return the balance of the reviewed submittal to the Contractor. All substitutions prior to the receipt of bids shall be in accordance with the Contract Documents. Refer to Instructions to Bidders, Substitutions. The Contractor acknowledges that the processing of shop drawings and other submittals is directly impacted by the clarity, completeness, and accuracy of said documents and that it is the Contractor's responsibility to (i) review and coordinate each submittal with all other related or affected Work and (ii) approve each submittal before submitting same to the Designer for approval. 6.3 No substitutions and no deviations from any requirement of the Contract Documents shall be deemed allowed unless the Contractor has specifically informed the Designer and the Owner in writing of such deviations at the time of submittal and the Designer and the Owner have given written and specific approval to the substitutions or deviations. In proposing a deviation or substitution the Contractor warrants to the Owner, notwithstanding any review, allowance or approval by the Designer or the Owner that the deviation or substitution is at least equal to or better in quality and for the purpose intended, and that Contractor shall not by reason of any such review, allowance or approval be relieved from any obligation or responsibility contained in the Contract Documents. 6.4 Review of submittal by the Designer shall not be construed as relieving the Contractor from responsibility for compliance with terms or designs of the Contract Documents nor from responsibility for errors of any sort in the submittal. 6.5 The Contractor shall keep one record copy marked "As- Built" of all Specifications, Drawings, Addenda, Modifications, and Submittals at the Project in good order and annotated at least monthly to show all changes made during the construction process. Such monthly annotations Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 UM and their approval by the Designer shall be a condition precedent to approval by the Designer of each monthly Request for Payment. Said record copy shall be stored at the Project and fully protected from damage by fire or other hazard. This record copy shall be available to the Designer and Owner for inspection at all times and shall be delivered to the Designer for the Owner's purposes prior to the Designer's certifying Substantial Completion of the Work. 6.6 At completion of the Project and before Final Payment, the Contractor shall assemble and deliver to the Owner one complete set of all as -built drawings and one complete set of all approved submittals, product data, and samples which were reviewed by the Designer. These drawings and submittals shall be on paper, or in electronic or other media if required by the Supplementary Conditions. These drawings and submittals shall be categorized and packaged as directed by the Designer. ARTICLE 7. CONTRACTOR 7.1 The Contractor shall supervise and direct the Work efficiently and with the Contractor's best skill and attention. Except as may be set forth specifically in the Contract Documents, the Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction, and for safety precautions and programs in connection with the Work. The Contractor shall be responsible to see that the finished Work complies accurately with the Contract Documents. 7.2 The Contractor shall appoint a Project Manager and shall keep on the Project at all times during its progress a competent Resident Superintendent and necessary assistants who shall not be replaced without prior written approval by the Owner except under extraordinary circumstances, in which event immediate written notice shall be given to the Designer and the Owner. The Project Manager and the Resident Superintendent may be the same person or different persons. At any time, the Owner, in its sole and absolute discretion, may require the Contractor to replace the Project Manager or Resident Superintendent with an experienced and competent person or persons upon seven (7) days written notice from the Owner to the Contractor. Such replacement shall be at the Contractor's expense and at no cost to the Owner. Both the Project Manager and the Resident Superintendent shall have authority to act on behalf of the Contractor, and instructions, directions or notices given to either of them shall be as binding as if given to the Contractor. 7.3 The Contractor shall provide sufficient competent and suitably qualified personnel, equipment, and supplies to lay out the Work and perform construction as required by the Contract Documents. The Contractor will at all times maintain good discipline and order at the site, and will comply with all applicable OSHA standards. Any person employed by the Contractor, any Subcontractor, or any sub - subcontractor who, in the opinion of the Designer or the Owner, does not perform his Work in a proper and skillful manner or is intemperate or disorderly shall, at the written request of the Owner or Designer, be removed forthwith by the Contractor, Subcontractor, or sub - subcontractor employing such person without cost to the Owner, and shall not be employed again in any portion of the Work without the written approval of the Owner or Designer. Should the Contractor fail to remove such person or persons or fail to furnish suitable and sufficient personnel for the proper prosecution of the Work within three (3) days after written Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 19 order, the Owner may withhold further payment by written notice until compliance with such order. 7.4 If, in the opinion of the Designer or the Owner, any Subcontractor on the Project is incompetent or otherwise unsatisfactory, he shall be replaced by the Contractor with no increase in the Contract Price if and when directed by the Designer or the Owner in writing. 7.5 The Contractor shall furnish all materials, equipment, labor, transportation, construction equipment and machinery, tools appliances, fuel, light, heat, and all other facilities and incidentals necessary for the execution, maintenance, initial operation, and completion of the Work, other than those specifically excluded by the Contract Documents and to be furnished by the Owner or others. When use or storage of hazardous materials or equipment or methods of more than ordinary risk are necessary in accomplishing the Work, the Contractor shall give the Owner and Designer reasonable advance notice. If any materials are to be furnished or installed by the Owner or others under the terms of the Contract Documents, said materials shall be made available to the Contractor at the location(s) specified in the Contract Documents. All costs of handling, transportation from the specified location to the Project, storage, and installing of Owner - furnished materials shall be included in the Contract Price. The Contractor shall be responsible for any demurrage, damage, loss, or other deficiencies which may occur during the Contractor's handling, storage, or use of such Owner - furnished material. The Owner shall deduct from any monies due or to become due the Contractor any cost incurred by the Owner in making good any such damage, loss, or efficiency. All equipment which is proposed to be used in the Work shall be of sufficient size and in such mechanical condition as to meet the requirements of the Work and produce a satisfactory quality of work. Equipment used on any portion of the Work shall be such that no injury to previously completed Work, adjacent property, or existing facilities shall result from its use. When the methods and equipment to be used by the Contractor accomplishing the Work are not prescribed in the Contract Documents, the Contractor shall be free to use any methods or equipment that will accomplish the Work in conformity with the requirements of the Contract Documents. When the Contract Documents specify the use of certain methods and equipment, such methods and equipment shall be used unless others are authorized by the Designer. If the Contractor desires to use a method or type of equipment other than specified in the Contract Documents, the Contractor may request authority from the Designer to do so. The request shall be in writing and shall include a full description of the methods and equipment proposed and of the reasons for desiring to make the change. If approval is given, it shall be on the condition that the Contractor shall be fully responsible for producing Work in conformity with the requirements of the Contract Documents. If, after trial use of the substituted methods or equipment, the Designer determines that the Work produced does not meet the requirements of the Contract Documents, the Contractor shall discontinue the use of the substitute method or equipment and shall complete the remaining Work with the specified methods and equipment at no additional cost to the Owner. The Contractor shall remove any deficient Work and replace it with Work of specified quality, or take such other corrective action as the Designer may direct. No change in the Contract Price or in Contract Time shall be made as a result of authorizing a change in methods or equipment under this paragraph. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 20 7.6 All materials and equipment shall be new, except as otherwise provided in the Contract Documents. When special makes or grades of material which are normally packaged by the supplier or manufacturer are specified or approved, such materials shall be delivered to the Project site in their original packages or containers with seals unbroken and labels intact. Materials shall be so stored as to assure the preservation of their quantity, quality and fitness for the Work. Stored materials, even though approved before storage, may again be inspected by the Designer or Owner prior to their use in the Work and shall meet the requirements of the Contract Documents at the time they are incorporated into the Work. Stored materials shall be located so as to facilitate their prompt inspection. The Contractor shall coordinate the storage of all materials with the Designer and the Owner. Materials to be stored at the Project or on the Owner's property shall not create an obstruction to the Owner's or other contractor's reasonable activities. Private property shall not be used for storage purposes without written permission of the owner or lessee of such property. The Contractor shall make all arrangements and bear all expenses for the storage of materials on private property. Upon request, the Contractor shall furnish the Owner a copy of the property owner's permission. All storage sites on private or the Owner's property shall be restored to their original condition by the Contractor at his entire expense, except as otherwise agreed to (in writing) by the owner or lessee of the property. 7.7 All materials and equipment shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturer, fabricator, or processor, except as otherwise provided in the Contract Documents. 7.8 The Contractor will be fully responsible for all acts and omissions of his Subcontractors and of persons directly or indirectly employed by them and of persons for whose acts any of them may be liable to the same extent that the Contractor is responsible for the acts and omissions of the Contractor's own employees. Nothing in the Contract Documents shall create any contractual relationship between any Subcontractor or supplier and the Owner or the Designer, or any obligation on the part of the Owner or the Designer to pay or see to the payment of any money due any such Subcontractor or material furnisher except as may otherwise be required by law. The Owner or the Designer may furnish to any Subcontractor or supplier, to the extent practicable, evidence of amounts paid to the Contractor on account of specific Work done. 7.9 The divisions and sections of the Specifications and the identifications of any Drawings shall not control the Contractor in dividing the Work among Subcontractors. 7.10 The Contractor agrees to bind specifically every Subcontractor to the terms and conditions of the Contract Documents for the benefit of the Owner and to furnish written evidence thereof to the Designer and the Owner within seven (7) days after written request by the Owner. 7.11 The Contractor shall attend job progress conferences and all other meetings or conferences as directed by the Designer. The Contractor shall be represented at these job progress conferences by a representative having the authority of the Project Manager and by such other representatives as the Designer may direct. Job progress conferences shall be open to Subcontractors, suppliers and any others who may contribute beneficially toward maintaining required job progress, and such personnel shall be encouraged by the Contractor to attend. It shall be the principal purpose of job progress conferences to effect coordination, cooperation and assistance in every practical way toward the end of maintaining progress of the Project on Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 21 schedule and to complete the Work and the Project by the specified Completion Dates. The Contractor shall be prepared to assess progress of the Work as required in the Contract Documents and to recommend remedial measures for correction of progress as may be appropriate. The Designer shall preside as chairman and arrange for minutes to be taken and circulated. In the event that the prosecution of the Work is discontinued for any reason, the Contractor shall notify the Designer and the Owner at least forty -eight (48) hours in advance of resuming operations. Should the terms of the Contract Documents require completion of one or more portions of the Work for the Beneficial Occupancy of the Owner prior to completion of the entire Work, the Contractor shall complete such portion(s) of the Work on or before the date specified. Such completion shall include the obtaining of all government or other permits, permission, and /or approvals necessary to occupancy. The Contractor shall independently estimate the difficulties involved in arranging the Work to permit such Beneficial Occupancy and shall not claim any additional compensation or time extension by reason of any delay or increased cost due to completing such portion(s) of the Work. The Owner's possession and use of such portion(s) of the Work shall not be deemed an acceptance of any Work not completed in accordance with the Contract Documents. The Owner shall be responsible for the security, maintenance, utilities, and insurance of all portions of the Work completed and beneficially occupied by the Owner. 7.12 The Contractor shall pay all license fees and royalties, and assume all costs incident to the use of any invention, design process, or device which is the subject of patent rights or copyrights held by others, except for inventions, design processes, or devices specified by the Designer in the Contract Documents. The Contractor shall indemnify and hold harmless the Owner, the Designer, and anyone directly employed by either of them, from and against all claims, damages, losses and expenses, including attorney's fees and costs of defense, arising out of any infringement or alleged infringement of such rights during or after completion of the Work, and shall defend all such claims in connection with any actual or alleged infringement of such rights. 7.13 The Contractor shall secure and pay for all permits, including without limitation construction permits and licenses, and will pay all governmental charges and inspection fees necessary for the prosecution of the Work. 7.14 The Contractor shall give all notices and comply with all laws, ordinances, rules, and regulations applicable to the Work and shall protect and indemnify the Owner and the Owner's officers, agents, or servants against any claim or liability arising from or based on the violation of any such law, ordinance, regulation, order, or decree, whether by the Contractor or by the Contractor's employees, Subcontractors, sub - subcontractors, or their employees. 7.15 The Contractor shall be responsible for the entire site of the Project (except those under the Beneficial Occupancy of the Owner) and for its reasonable and necessary protection and security, as required by laws or ordinances governing such conditions, or by custom or sound construction practices, and shall share such responsibilities as may be agreed upon among them, or in the absence of such agreement, as may be directed by the Contract Documents, Owner, or Designer. The Contractor shall be responsible for any damage to the Owner's property, or that of others, by the Contractor or the Contractor's employees, Subcontractors, Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 22 sub - subcontractors, or their employees or agents, and shall make good such damages. The Contractor shall be responsible for and pay for any such claims against the Owner. 7.16 The Contractor shall protect all landscaping designated to remain in the vicinity of the operations and barricade all walks, roads, and areas as necessary to keep the public away from the construction. 7.17 The Contractor shall provide cover and /or protect all portions of the Work and provide all materials necessary to protect the Work whether performed by the Contractor or any of the Subcontractors or sub - subcontractors. Any Work damaged through the lack of proper protection, or from any other cause, shall be repaired or replaced without extra cost to the Owner or extension to the Contract Time. The Contractor shall maintain the Work during construction and until the Work is accepted. This maintenance shall constitute continuous and effective effort prosecuted day by day, with adequate equipment and forces so that the Work is maintained in satisfactory condition at all times. All costs of maintenance shall be included in the Contract Price and the Contractor will not be paid an additional amount for such effort. Should the Owner or Designer observe that the Contractor at any time has failed to maintain the Work as provided herein, the Designer may immediately notify the Contractor of such noncompliance. Such notification shall specify a reasonable time within which the Contractor shall be required to remedy such unsatisfactory maintenance condition. Should the Contractor fail to properly respond to the Designer's notification, the Owner may, at the Contractor's expense, take such action as it may deem appropriate to remedy the defective maintenance, including suspension of the Contractor's Work or any part thereof. Any such expense incurred by the Owner shall be deducted from monies due or to become due the Contractor. Parking lots, streets, and walks connecting to the Project area shall be protected by the Contractor from deposits of mud, sand, stone, litter, or debris in any form. Pedestrian traffic areas around the construction limits must be maintained in a clean and safe condition at all times with required barricades and covered walkways. When excavation or other operations outside the Project limits is required, the Contractor shall, immediately following that work, return the area to its original condition. All catch basins and storm drain lines in the vicinity of the Project site shall be protected at all times from entry of dirt, rubble and other debris. The residue from the cleaning of trucks, wheelbarrows, concrete buggies, etc. must be prevented from entering the drainage system, and if cleaning is done, the residue must be contained and removed from the Project site with other refuse. 7.18 No burning of refuse or debris shall be allowed inside or around the Project during the course of construction without written authority from authorities having jurisdiction and the Owner. 7.19 The Contractor shall provide for and maintain necessary safety measures and safety programs for the protection of all persons involved with the Work. Such measures and programs shall include the requirements of the most current edition of the CAGC Safety and Health Manual [or the AGC Accident Prevention Manual in Construction], or equivalent requirements, and shall fully comply with all Federal, State, and local laws, rules, regulations, and building Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 23 code requirements relating to the prevention of accidents or injuries to persons on or about the location of the Work. All trenches, excavations, or other hazards in the vicinity of the Work shall be well barricaded, and properly lighted at night. When Work requires closing of an area normally used by the Owner or the public, the Contractor shall furnish, erect, and maintain temporary barricades, and properly light the area. The Contractor shall comply with any directions and public authorities in this respect. 7.20 The Contractor shall designate a responsible officer or employee as safety inspector, whose duties shall include accident prevention on the Project as well as implementation of the Contractor's safety measures and safety programs on the Project. The name of the safety inspector shall be made known to the Designer and the Owner at the preconstruction conference. 7.21 In emergencies affecting the safety of persons, the Work, or property at the Project site or adjacent thereto, the Contractor is obligated to act in the Contractor's discretion to prevent threatened damage, injury, or loss. As soon as practicable, the Contractor shall notify the Designer and Owner of such emergency. The Contractor shall give the Designer and the Owner prompt written notice of any significant changes in the Work or deviations from the Contract Documents caused by such emergency. If the Contractor believes that additional work done in an emergency entitles the Contractor to an increase in the Contract Price or an extension of the Contract Time, the Contractor may make a claim therefore as provided in Articles 14 and /or 15. 7.22 The Contractor shall at all times keep the premises free from accumulation of waste materials or rubbish caused by the Work. At least weekly and at the completion of the Work, the Contractor shall remove all waste materials and rubbish from and about the Project. At the completion of the Work, the Contractor shall remove all tools, construction equipment, machinery, and surplus materials. The Contractor shall leave the Work in condition for occupancy by the Owner such that no cleaning or other operations are required. Material cleared from the Project and deposited on adjacent property shall not be considered as having been disposed of satisfactorily. If the Contractor fails to keep the Project clean of waste materials or rubbish, fails to satisfactorily clean -up weekly or at the completion of the Work, the Owner may do so and the costs thereof may be deducted from any amounts due the Contractor. 7.23 Utilities, temporary facilities, and signs shall be provided as described in the Contract Documents. Absent a contrary direction in the Supplementary Conditions, the Contractor shall pay all bills for water, electricity, or other public utility service to the Project site. 7.24 The Contractor shall indemnify and hold the Owner, the Designer, the Designer's consultants, and their officers, agents, and employees harmless against all costs, damages, and expenses, including attorney's fees and costs of defense, arising out of claims by any separate contractor or by any Subcontractor, sub - subcontractor, or supplier engaged by or employed by the Contractor or employed by any of the Subcontractors claiming through him, including without limitation damages, losses, and expenses arising out of or relating to any inconvenience, delay, interference, or other action or non - action of the Contractor or the Contractor's Subcontractors on the Project. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 24 The Contractor acknowledges that should the Contractor or any of the Contractor's Subcontractors be damaged by any breach of contract by any other separate prime contractor on the Project, the Contractor may invoke applicable dispute resolution procedures with said other separate prime contractor or bring a direct civil action against said other separate prime contractor. The Contractor hereby expressly agrees that neither the Owner nor its officers, agents, or employees shall have any liability of any kind or nature whatsoever to the Contractor, its Subcontractors, sub - subcontractors, or suppliers arising out of or relating to any breach, inconvenience, delay, interference, or other action or non - action by any other separate prime contractor. The Contractor covenants not to sue the Owner for any loss or damage caused by any breach, inconvenience, delay, interference, or other action or non - action by any other separate prime contractor, notwithstanding whatever rights at law the Contractor might have to bring a civil action against the Owner for any breach, inconvenience, delay, interference, or other action or non - action of any other separate prime contractor. The Contractor agrees to look exclusively to the other prime contractor for relief or remedy. Nothing contained herein or appearing anywhere in the Contract Documents shall obligate or require the Owner to exercise any right or privilege, or to take any action or to refrain from taking any action under any contract it may have with any other prime contractor or party to the Project for the benefit of the Contractor or any Subcontractor, subSubcontractor, or supplier claiming through the Contractor. 7.25 Prior to completion of the Work and Final Payment of the Contract Price, excepting only those portions of the Work deemed accepted in accordance with the Contract Documents, the Contractor shall have charge and care of the Work, and shall take every precaution against injury or damage to any part due to the action of the elements or from any other cause, whether arising from the execution or from the non - execution of the Work. The Contractor shall as required by the Owner replace, rebuild, repair, restore, and make good all injury or damage to any portion of the Work occasioned by any of the above causes before Final Completion and shall bear the expenses thereof. 7.26 In the event that the Work, or any portion thereof, is suspended at any time pursuant to an order of the Owner, the Contractor shall obey all instructions of the Owner regarding storage of materials, drainage, protection of the Work, and erection of temporary structures during the suspension period. 7.27 The Project Expediter for the Project shall be responsible for the coordination of the Work of itself and any other separate contractors, both as to space and time. The Project Expediter shall coordinate the implementation of the Contract Construction Schedule, all construction activities and close -out of the Project, including but not limited to all testing, inspection, certifications, and approvals required by public agencies. The Contractor and the Project Expediter shall each be required to notify the Designer and the Owner promptly of any event or condition which could affect the conduct or progress of the Work and shall cooperate fully with all other contractors on the Project site. 7.28 The Owner hereby delegates to the Project Expediter all of its duties to coordinate and to expedite the Work not expressly reserved to the Owner by other provisions of the Contract Documents. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 25 7.29 All Work performed pursuant to the Contract Documents shall conform in all respects to the North Carolina State Building Code and all other state, local, and national codes in effect at the time of and applicable to this Work. 7.30 The Contractor shall provide for and maintain necessary safety measures and safety programs for the protection of all persons at the Project site, and shall comply at all times with the requirements of the most current edition of the CAGC Safety and Health Manual [or the AGC Accident Prevention Manual in Construction], or the equivalent requirements of the Contractor's safety program, and shall fully comply with all Federal, State, and local laws, rules, regulations, and building code requirements so as to prevent accidents or injuries to persons on or about the Project site. The Contractor shall clearly mark or post signs warning of existing hazards, and shall barricade excavations, elevator shafts, stairways, and similar hazards. The Contractor shall protect against damage or injury resulting from falling materials, and shall maintain all protective devices and signs throughout the progress of the Work. 7.31 The Contractor shall adhere to the rules, regulations, and interpretations of the North Carolina Department of Labor's Occupational Safety and Health Standards for the Construction Industry (29 CFR Part 1926 as adopted in 13 NCAC 07F.0201, including 29 CFR Part 1910 General Industry Safety and Health Standards applicable to construction) and N.C. Gen. Stat. §95 -126 through 155 (Occupational Safety and Health) as well as all revisions and amendments to such standards or statutes as may occur throughout the performance of the Work. 7.32 Any land disturbing activity performed by the Contractor in connection with the Project shall comply with all erosion control measures set forth in the Contract Documents and any additional measures which may be required in order to ensure that the Project is in full compliance with the Sedimentation Pollution Control Act of 1973, as implemented by Title 15 North Carolina administrative Code, Chapter 4, Sedimentation Control, Subchapters 4A, 4B and 4C, as amended (15 NCAC 4A, 413, and 4C), and as may be revised or amended in the future. Upon receipt of notice that a land- disturbing activity is in violation of said Act, the Contractor shall be responsible for ensuring that all steps or actions necessary to bring the Project in compliance with said Act are promptly taken. The Contractor shall be responsible for all penalties assessed pursuant to N.C. Gen. Stat. 113A -64 with respect to its Work, and shall indemnify and hold harmless the Owner from all costs and expenses, including attorney's fees and costs of defense arising out of or related to the enforcement of the Act against any party or person described in this Article. 7.33 Any mechanical or electrical work such as sleeves, inserts, chases, etc. located in the Work of the Contractor for general work shall be built in by that Contractor. On multiple prime projects, the mechanical and electrical contractors shall set all sleeves, inserts, and other devices built into the structure in cooperation and under the supervision of the Contractor for general work. The responsibility for exact location of such items shall be that of the mechanical, plumbing, or electrical prime contractor. 7.34 The Contractor shall be responsible for permanently fixed service facilities and systems in use during progress of the Work and shall strictly adhere to the following procedures: a) Prior to acceptance of the Work by the Owner, the Contractor shall remove and replace any part of the permanent building systems damaged through use during construction. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 26 b) Temporary filters shall be installed in each of the heating and air conditioning units, return air grilles, and other locations to prevent intrusion of dust, dirt, and debris during construction. Temporary filters shall be removed and replaced with new filters immediately prior to Substantial Completion. c) Extra effort shall be maintained to keep the building clean and under no circumstances shall air systems be operated if finishing operations are creating dust in excess of what would be considered normal if the building were occupied. d) When the permanent lighting system is used during construction, lamps shall be replaced and shall be new on the date of Substantial Completion. ARTICLE 8. OWNER 8.1 The Owner shall issue communications and notices to the Contractor through the Designer to the extent contemplated by the Contract Documents. 8.2 In case of termination of the employment of the Designer, the Owner shall appoint as Designer a qualified person who shall have and assume all rights and duties held by the original Designer. 8.3 The Owner shall have the right to take possession of and use any portion of the Work notwithstanding the fact that the time for completion of such portion of the Work may not have expired, but such taking possession and use shall not be deemed an acceptance of any Work not completed in accordance with the Contract Documents. 8.4 A waiver on the part of the Owner of any breach of any part of the Contractor shall not be held to be a waiver of any other or subsequent breach. 8.5 The Owner shall pay all permanent acreage fees, governmental impact fees, and meter deposits for permanent utilities. ARTICLE 9. CONSTRUCTION MANAGER 9.1 The Owner may employ one or more Construction Managers for the purpose of assisting the Owner, Designer, and Contractor in developing and administering budgets and cost controls, in evaluating constructability and value engineering proposals, in establishing and maintaining a critical path method (CPM) schedule, in coordinating and /or expediting the Work with other projects being constructed by the Owner or others adjacent or near the Work, or for such other purposes as the Owner may deem appropriate. From time to time the Owner may identify such Construction Managers(s) to the Contractor in writing identifying any tasks assigned to such Construction Managers(s). ARTICLE 10. DESIGNER 10.1 The Designer is charged with the responsibility of interpretation of the Contract Documents. The Designer's decisions relating to aesthetic matters shall be final. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 27 10.2 All Work completed under the Contract Documents shall be subject to review by the Designer. No Work is to be covered without the Designer's review or prior authorization. Any Work so covered without the Designer's review or prior authorization shall be uncovered at the Contractor's expense. The Contractor shall notify the Designer in writing at least twenty -four (24) hours in advance of covering any Work. 10.3 The Designer shall not be responsible for the construction means, methods, techniques, sequences, procedures, or the safety precautions and programs incident thereto, and shall not be responsible for the Contractor's failure to perform the Work in accordance with the Contract Documents, but shall be entitled to enforce any requirements in the Contract Documents specifying particular means, methods, techniques, sequences, or procedures. 10.4 The Designer shall be an Owner's representative during the construction period. The duties, responsibilities and authority of the Designer as the Owner's representative during construction are as set forth in the Contract Documents. ARTICLE 11. TESTING AND SURVEYING 11.1 Laboratory and field tests to determine compliance of construction with the Contract Documents shall be made by the Owner or testing consultants employed by the Owner except those required elsewhere in the Contract Documents to be paid for by the Contractor. The costs and expenses of providing samples for and assistance in any testing shall be borne by the Contractor and are included in the Contract Price. Any Work in which untested materials are used without approval or written permission of the Designer shall be removed and replaced at the Contractor's expense. Work found to be unacceptable or unauthorized will not be paid for and, if directed by the Designer shall be removed and replaced at the Contractor's expense. Unless otherwise designated, tests in accordance with the cited standard methods of ASTM or other generally recognized or specifically authorized methods which are current on the date of advertisement for bids shall be made at the expense of the Owner; provided, however, in the event that after such testing any Work is found to be defective or does not meet the requirements of the Contract Documents, the costs of retesting such Work and the costs of inspection services shall be paid by the Contractor. Samples shall be taken by a testing laboratory employed by the Owner. All materials being used are subject to inspection, tests, or rejection at any time prior to or during incorporation into the Work. Copies of all Owner test reports will be furnished to the Contractor at his written request. Copies of Contractor test reports shall be furnished to the Designer upon written request. 11.2 The Owner shall have the right to deduct the costs of additional testing as described in paragraph 11.1 from any money due the Contractor; or if no money is due the Contractor, the Owner shall have the right to recover these costs from the Contractor, from its sureties, or from both. 11.3 All layouts and surveying shall be accomplished by properly qualified personnel duly licensed in the State of North Carolina. ARTICLE 12. SEPARATE CONTRACTS 12.1 It is expressly understood that the Owner may deploy the Owner's own employees or engage other separate prime contractors to perform Work as a part of the Project whose work Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 I will be performed simultaneously and sequentially with the performance of the Work by the Contractor. It shall be necessary for the Contractor to coordinate construction activities with such other contractors, particularly with respect to access to work areas, storage of materials, and use of elevators and other common facilities. The Contractor shall diligently and in good faith cooperate with the Owner, the Designer, and all other contractors with respect to such matters and shall regularly and faithfully attend any and all meetings called by the Owner or the Designer with respect to such matters. Any disputes between the Contractor and any other separate prime contractor with respect to such matters shall be resolved in accordance with the claim and dispute resolution procedures in the Agreement. ARTICLE 13. CONTRACT TIME 13.1 Within fourteen (14) days after receipt of the Construction Contract by the Contractor for signatures, the Project Expediter shall prepare and submit to the Designer and Owner for review and approval a preliminary progress schedule for the Work pursuant to the requirements stated in the Contract Documents. 13.2 Within fourteen (14) days after initial receipt of the Construction Contract for signatures the Contractor shall submit to the Designer a Submittal Register listing all Submittals the Contractor is required to make or proposes to make under the Contract Documents, the dates on which the Contractor proposes to make such Submittals and the dates by which the Contractor reasonably requires a response from the Designer with respect to each Submittal. The dates submitted shall be incorporated into the Contract Construction Schedule as Completion Dates when they have been approved or modified by the Owner. The Designer shall not be required to review any Submittal from the Contractor until a Submittal Register acceptable to and approved by the Owner has been submitted by the Contractor. 13.3 Not later than thirty (30) days following execution and delivery of the Construction Agreement by Owner to Contractor, the Owner shall deliver to the Contractor a Notice to Proceed. The Notice to Proceed shall state a commencement date on which it is expected that the Contractor will begin the Work to be performed under the Agreement. The Contract Time shall be measured from said specified commencement date. The commencement date stated in the Notice to Proceed shall not be earlier than three (3) days after the Notice to Proceed is served on the Contractor. If, other than by mutual agreement, said specified commencement date is more than thirty (30) days after the date of execution and delivery of the Agreement from Owner to Contractor and the Contractor believes said delay justifies an increase in Contract Price and /or an extension of Contract Time, the Contractor may make a claim therefore as provided in Article 14 and /or Article 15. No Work shall be done prior to the date specified in the Notice to Proceed. A final Contract Construction Schedule shall be submitted for approval by the Contractor, Designer, and Owner no later than fourteen (14) days after Notice to Proceed. No payments shall be due the Contractor until this schedule is approved by all parties. 13.4 The Contract Construction Schedule is a Contract Document. The Contractor represents that the Contract Construction Schedule has been reviewed in detail, that the Contractor participated in its preparation, that all of the activities which impact, limit, or otherwise affect the time of completion of the Work are shown in the Contract Construction Schedule and that all of the activities of others which impact, limit, or otherwise affect the start, duration, or completion of Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 29 the Contractor's activities are also shown. The Contractor further represents that the Contractor can and will complete each activity within the time shown for that activity. Time is of the essence with respect to each such activity and Completion Date. 13.5 If the Contractor submits a construction schedule, progress report, or any other document that indicates or otherwise expresses an intention to achieve completion of the Work prior to any Completion Date required by the Contract Documents or prior to expiration of the Contract Time, no liability of the Owner to the Contractor for any failure of the Contractor to so complete the Work shall be created or implied. 13.6 If the Contractor, for reasons beyond the Contractor's control, is delayed in beginning any activity, the Contractor shall, nevertheless, have the same number of days as is shown in the Contract Construction Schedule for the activity, and the affected activity and any succeeding activity that is dependent upon that activity shall be adjusted accordingly; provided that at any time the Owner, by means of a Change Order, may require the Contractor to work overtime, to increase labor forces or to take any necessary or appropriate action to decrease the time required for any activity, and the Contractor shall be entitled to an adjustment in the Contract Price computed in accordance with Article 15 of these General Conditions. 13.7 At any time, the Owner may order the Contractor, on seven (7) days written notice, to begin any activity earlier than the starting date shown on the Contract Construction Schedule. 13.8 Should the Contractor fail to start any activity on the start date shown in the Contract Construction Schedule or as it may have been adjusted in accordance with paragraphs 13.5 or 13.6 above, or become delayed, the Contractor shall, without being entitled to any increase in the Contract Price or other compensation, work overtime, increase labor forces or take such other action as may be necessary or appropriate to complete the activity by the Completion Date shown on the Contract Construction Schedule, or as such Completion Date may have been adjusted. 13.9 The Designer and Owner or his Construction Consultant shall monitor progress of the work at all times and the Contractor shall cooperate with such monitoring and provide any and all information with respect to the progress of the Work and scheduling as the Owner may reasonably require. 13.10 On a monthly basis, the Contractor shall revise the Contract Construction Schedule, showing any adjustments made in accordance with paragraphs 13.5 or 13.6, above, by any Change Order, the progress of the Work, and any days gained or days lost with respect to any activity, and shall furnish copies thereof to the Owner and Designer. 13.11 Should any monthly revision of any Contract Construction Schedule show that the Contractor is behind on any activity, the late completion of which could delay Substantial Completion of the Work, the Owner shall be entitled to withhold from the next Progress Payment due the Contractor an amount not exceeding the amount the Owner would be entitled to in Liquidated Damages, should Substantial Completion be delayed by the same number of days that the Contractor is currently behind schedule. If, subsequently, the Contractor's progress, as shown by any succeeding monthly revision to the Contract Construction Schedule, is such that the anticipated delay no longer exists, the Owner shall pay with the Progress Payment next due to the Contractor such amounts as have been withheld in accordance with this paragraph. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 30 13.12 The Owner shall have the right to perform Work, hire and employ labor and craftsmen, rent equipment, subcontract with other parties, or do anything that the Owner deems necessary or appropriate to remedy or cure any delay by the Contractor in the progress of the Work. Such action by the Owner shall not, in any way, affect, void or limit any warranty, guaranty or other responsibility of the Contractor under the Contract Documents. Such action may be taken by the Owner only after three (3) days written notice to the Contractor. All costs incurred by the Owner in taking any such action shall be charged to the Contractor and deducted from any amounts remaining due under the Agreement. 13.13 The Contractor may be entitled to an extension of the Contract Time (but no increase in the Contract Sum) for delays arising from unforeseen causes beyond the control and without the fault or negligence of the Owner, the Contractor or the Contractor's Subcontractors as follows: a) Labor disputes and strikes that directly impact the critical path activities of the Contract Construction Schedule; b) Acts of God, tornado, fire, hurricane, blizzard, earthquake, typhoon, or flood that damage completed Work or stored materials. c) Acts of the public enemy; acts of the State, Federal, or local government in their sovereign capacities. d) Abnormal inclement weather as defined in Article 13.14. 13.14 On any day that the Contractor considers that the Project is delayed by adverse weather conditions, the Contractor shall identify in writing to the Designer and the Owner the adverse weather conditions affecting each activity, the specific nature of the activity affected, the number of hours lost, and the number of and identity (by responsibility or trade) of workers affected and shall obtain from the Designer written recognition of the delay. The time for performance of this Contract includes an allowance for a number of calendar days which may not be suitable for construction Work by reason of adverse weather. The Contract Time will be extended only if the number of calendar days of adverse weather recognized by the Designer exceeds the number of inclement weather days set forth below, and the Contractor demonstrates how this adverse weather impacts activities on the critical path of the Contract Construction Schedule. Month Number of Inclement Weather Days January 10 February 10 March 10 April 9 May 10 June 9 July 11 August 10 September 8 October 7 November 8 December 9 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 31 13.15 If the Contractor believes that the progress of the Work has been adversely affected by adverse weather recognized by the Designer during a particular month, the Contractor shall submit a written request for extension of time to the Designer. Such a request for time extension of the Contract Time shall be submitted by the tenth (10th) day of the month following that month in which the adverse weather is encountered. The request shall include, but is not limited to, the following information: a) Detailed description of weather's effect on scheduled activities and its net effect on the critical path of the Project, and b) Weather records from the official weather station nearest the Project site and records of actual observation as contained in daily reports, correspondence, or other documentation. 13.16 The Contractor specifically recognizes that a delay by the Contractor in achieving any Completion Date can have the effect of delaying the Substantial Completion of the Project, that such delay in Substantial Completion of the Project will necessarily cause damages, losses, and expenses to the Owner, including, but not limited to and by way of illustration only, increased capitalized costs and interests for the Project, increased and extended Project overhead, Designer's and Consultant's fees, increased costs of construction, increased and extended operation costs of other facilities, and inefficiency and loss of productivity, and that such damages, losses, and expenses may not be readily identifiable or ascertainable at the time they are incurred or at any time. Therefore, and in recognition of these factors and the likelihood that actual damages from his delay will not be readily ascertainable, the Contractor agrees to pay to the Owner, as Liquidated Damages and not as a penalty, the sum identified in the Contract Documents hereto as the Liquidated Damages per Day, for each day by which the failure to meet any Completion Date shown in the Contract Construction Schedule, adjusted in accordance with this Article, delays the Substantial Completion of the Project. 13.17 The Contractor shall not be entitled to any adjustment in the Contract Price or other compensation from the Owner for any delay in the completion of or progress on the Work that is caused by a force majeure condition or is otherwise not caused by the sole and direct act or omission of the Owner and the Owner's employees or agents. 13.18 The sum for Liquidated Damages is the amount stated in the Contract Documents as Liquidated Damages reasonably estimated in advance to cover the losses to be incurred by the Owner by reason of failure of said Contractor(s) to complete the Work within the time specified, such time being in the essence of this contract and a material consideration thereof. ARTICLE 14. CHANGES IN THE WORK 14.1 Without invalidating the Contract Documents, the Owner may, at any time, or from time to time order additions, deletions, or revisions in the Work. Said additions, deletions, or revisions shall be authorized only by written Change Orders, Construction Change Directives or Field Orders. Upon receipt of a Change Order, Construction Change Directive or Field Order, the Contractor shall proceed with the Work involved. All such Work shall be executed under the applicable conditions of the Contract Documents. If any change causes an increase or decrease in the Contract Price and /or an extension or shortening of the Contract Time, adjustments shall be made as provided in Article 14 and /or Article 15. In order to expedite the Work and avoid or minimize delay in the Work that might affect the Contract Price or Contract Time, the Designer may issue a Change Order in the form of a Construction Change Directive which when signed by the Owner and Designer, directs the Contractor to proceed promptly with the Work involved. Any claim for an adjustment in Contract Price or Time, if not defined in the Construction Change Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 32 Directive, shall be promptly made in writing in accordance with the procedures defined in Article 15.2. 14.2 The Designer may authorize minor changes or alterations in the Work not involving change in the Contract Price or in the Contract Time and not inconsistent with the overall intent of the Contract Documents. These may be accomplished by a Field Order. Such alterations shall not invalidate the Contract Documents nor release the surety. If the Contractor believes that any minor change or alteration authorized by the Designer entitles him to an increase in the Contract Price and /or an extension of Contract Time, he may make a claim therefore as provided in Article 14 and /or Article 15. 14.3 Except in an emergency endangering life or property, no change shall be made by the Contractor except upon prior written Change Order, Directive or Field Order authorizing such Change. 14.4 Increases in the Contract Price and /or extensions of the Contract Time for additional Work performed by the Contractor shall only be in accordance with a written Change Order signed by the Owner and Designer. The Contractor shall not be entitled to additional time or to additional compensation for any Work performed or material supplied which is claimed to have been authorized or settled by an "oral" change, or by a "constructive" or "implied" change, or by a course of conduct, or by any action or non - action by the Owner, Designer, or any other persons, or by any means whatsoever other than by a written Change Order for such Work or material signed by the Owner and the Designer. 14.5 Changes in the Work resulting from emergency shall not invalidate the Contract Documents nor release the surety. 14.6 Neither the Owner nor the Designer shall be responsible for verbal instructions which have not been confirmed in writing, and in no case shall such instructions be interpreted as permitting a departure from the Contract Documents unless such instruction is confirmed in writing and supported by a proper Change Order, Construction Change Directive or Field Order, whether or not the cost is affected. 14.7 The Owner, in its sole discretion, may require that the Contractor notify the Contractor's sureties of any changes affecting the general scope of the Work or change in the Contract Price, and that the amount of applicable bonds shall be adjusted accordingly. If this requirement is exercised, the Contractor shall furnish proof of such adjustment to the Designer and the Owner. If this requirement is exercised, the Change Orders shall require written consent of the Contractor's surety. At the time of signing a Change Order, the Contractor shall be required to certify as follows: "I certify that all sureties have been notified that my contract has been altered by the amount of this Change Order, and that a copy of the approved Change Order will be mailed to all sureties upon its receipt by me." If this requirement is exercised, no payment to the Contractor on account of any Change Order shall become due or payable until written evidence of the surety's consent to the Change Order has been furnished to the Designer and to the Owner, and the furnishing of such written consent is a condition precedent to such payment. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 33 14.8 The Contractor shall support all requests for Change Orders with a detailed cost breakdown showing cost of materials, labor, equipment, transportation, other items, Contractor's overhead and profit, and total cost, in accordance with methods defined in this Article, and, if the request seeks an extension of the Contract Time, with a time - related diagram which demonstrates specifically why an increase in construction time is needed. 14.9 When a request for a Change Order involves a Subcontractor, the Contractor shall provide quotation from same on Subcontractor's letterhead. The Subcontractor's quote shall list materials, equipment, and labor separately, and show overhead and profit in the manner provided in paragraph 14.8. ARTICLE 15. CHANGE OF THE CONTRACT PRICE 15.1 The Contract Price constitutes the total compensation payable to the Contractor for performing all Work under the Contract Documents. All duties, responsibilities, and obligations assigned to or undertaken by the Contractor shall be at his expense without change in the Contract Price. The Contract Price may only be changed by a Change Order. 15.2 Any claim for an adjustment in the Contract Price shall be in writing and written notice of any event, action, or non - action which may become the basis of a claim shall be delivered to the Owner and the Designer within three (3) days of the occurrence of any such event, action or non - action giving rise to the claim. Such written notice is a condition precedent to the making of a claim, and such notice shall describe the basis of the potential claim with reasonable detail and clarity. A claim shall be made in writing and shall be delivered to the Designer and the Owner no later than fourteen (14) days after such notice. The claim shall describe in detail the basis for the claim, with specific reference to any provisions of the Contract Documents, by paragraph, drawing number, or other specific identification, and shall state the amount claimed and how it is calculated. If the Contractor, at the time the claim is made, is unable to state the amount claimed with accuracy, the Contractor shall so state and provide the estimated amount and the basis on which the amount is to be calculated. At the earliest date practicable, but in no event more than thirty (30) days after Contractor's notice of claim, the Contractor shall supplement the claim with an accurate statement of the amount claimed and how it has been calculated. The Contractor shall provide, in writing, in support of the claim all such explanations, arguments, data, receipts, expert opinions, or other documents or information as the Contractor deems appropriate to be considered in support of the claim. A claim may properly be rejected by the Owner by reason of the Contractor's failure to submit adequate or accurate documentation or information, except that within seven (7) days after being given notice that the claim has been rejected on this basis, the Contractor may submit additional documentation or information. No claim for a change of the Contract Price shall be considered or granted (except solely at the discretion of the Owner) unless a claim is so made, nor shall the Contractor be entitled to any increase in the Contract Price unless the Contractor has given notice and made such a written claim within the times required. The Owner shall decide, after obtaining the advice of the Designer, whether an increase in Contract Price is warranted, and the amount of such increase shall be determined as provided in paragraph 15.4 through 15.5, below. Any change in the Contract Price resulting from any such claim shall be incorporated in a Change Order. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 34 The Owner shall advise the Contractor of its decision with respect to the claim within fourteen (14) days of its receipt, or of the receipt of additional documentation or information if the absence of such has previously been the basis of rejection of the claim; provided, however, that if, in its sole discretion, the Owner deems that review or consideration of any part of the claim or any matter related thereto by its governing Board is necessary or appropriate, it shall so advise the Contractor and shall provide its decision to the Contractor within seven (7) days after such Board consideration, review or action. Any claim on which the Owner has not provided its decision to the Contractor within the applicable time period shall be deemed denied. If the Contractor is not satisfied with the decision of the Owner, the Contractor may within seven (7) days of receipt of the Owner's decision initiate the mediation process as described in Appendix A to the General Conditions of the Contract for Construction. 15.3 In determining the amount of a Contract Price adjustment, the parties shall apply the following methods, as appropriate: (A) Change in Work: The Owner and Contractor shall negotiate in good faith and attempt to agree upon the value of any change (extra or decrease) in Work prior to the issuance of a Change Order covering said Work. Such Change Order shall set forth the corresponding adjustment to the Contract Price. In the event the Owner and the Contractor are unable to agree, the Owner shall grant an equitable adjustment in the Contract Price. (B) Emergency Work: In the event of emergency endangering life or property, the Contractor may be directed by the Designer to proceed on a time and material basis, whereupon the Contractor shall so proceed and keep accurately, in such form as may be required by the Designer, a correct account of costs together with all proper invoices, payrolls, and supporting data therefore. 15.4 Where the Contract Price is to be adjusted, the following limitations shall apply in determining the amount of adjustment: (A) In the case of extra or emergency work, the Contract Price shall not be increased by more than the reasonable, actual, and documented net cost of the extra or emergency work plus ten percent (10 %) of such net cost on Work performed by the Contractor and five percent (5 %) thereof on any subcontracted Work for overhead and profit combined. (B) In the case of a decrease in Work, the Contract Price shall not be decreased by less than the net cost of the deleted Work plus five percent (5 %) of such direct net cost for profit and overhead. The term 'net cost' as used herein shall include, as applicable, and shall be limited to, all direct labor, direct material, direct equipment, labor burden, sales taxes, shipping and handling charges, permits and fees, and insurance and bond premium adjustments, if any, attributable to the change. All other items of cost shall be considered as overhead and covered by the percentages allowed in sections A and B of this paragraph. The Contractor shall provide worksheets or tabulations describing the method by which the direct net cost was calculated, and shall provide all data needed to support the calculation of the direct net cost, all in a form acceptable to the Owner. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 35 15.5 Where the Contract Price is to be adjusted by negotiation, the Owner may authorize and designate the Designer to negotiate with the Contractor on behalf of the Owner; provided, however, any agreement reached between the Contractor and Designer shall be subject to approval by the Owner. ARTICLE 16. UNFORESEEN CONDITIONS 16.1 Should the Contractor encounter unforeseen conditions at the Project site materially differing from those shown on the Drawings or indicated in the Specifications or differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, the Contractor shall immediately, and in no event more than three days later, give notice to the Owner of such conditions before they are disturbed. The Owner and the Designer shall thereupon promptly investigate the conditions and if they find that they materially differ from those shown on the Drawings or indicated in the Specifications, they shall at once make such changes in the Drawings and /or Specifications as they may find necessary. Any increase or decrease in the Contract Price resulting from such changes shall be adjusted in the manner provided herein for adjustments as to extra and /or additional Work and changes. However, neither the Owner nor the Designer shall be liable or responsible for additional work, costs, or changes to the Work that could have been reasonably determined from any reports, surveys, and analyses made available for the Contractor's review or that could have been discovered by the Contractor through the performance of its obligations pursuant to the Contract Documents. ARTICLE 17. CORRECTION OF WORK BEFORE FINAL PAYMENT 17.1 The Owner has the authority to stop or suspend work, and the Designer has the authority to order Work removed or to order corrections of defective Work or Work not in compliance with the Contract Documents where such action may be necessary to ensure successful completion of the Work. Any work, materials, fabricated items, or other parts of the Work which have been found by the Designer to be defective or not in accordance with the Contract Documents shall be condemned and shall be removed from the Project by the Contractor, and immediately replaced by new Work in accordance with the Contract Documents at no additional cost to the Owner. Work or property of the Owner or others damaged or destroyed by virtue of such condemned Work shall be made good at the expense of the Contractor. Correction of condemned Work described above shall be commenced by the Contractor within twenty -four (24) hours after notice from the Designer or the Owner and shall be pursued to completion. Should the Contractor fail to proceed reasonably with the abovementioned corrections, the Owner may, three (3) days after the notice specified in the preceding sentence, proceed with correction, paying the cost, including costs of uncovering such condemned Work, of such corrections from amounts due or to become due to the Contractor. Condemned Work removed shall be the property of the Contractor and shall be removed from the Project by him within ten (10) days after notice to remove it, and if not then removed, thereafter may be disposed of by the Owner without compensation to the Contractor and the Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 36 cost of such disposal shall be deducted from amounts due or to become due to the Contractor. Should the cost of correction of the Work and, if applicable, disposal of the condemned Work by the Owner exceed amounts due or to become due the Contractor, then the Contractor and the Contractor's sureties shall be liable for and shall pay to the Owner the amount of such excess. ARTICLE 18. CORRECTION OF WORK AFTER SUBSTANTIAL COMPLETION; WARRANTIES AND GUARANTIES 18.1 Neither the final certificate, Final Payment, occupation of the premises by the Owner, nor any provision of the Contract Documents, nor any other act or instrument of the Owner or the Designer shall relieve the Contractor from responsibility for negligence, defective material or workmanship, or failure to comply with the Contract Documents. 18.2 The Contractor shall, at the Contractor's sole cost and expense, make all necessary repairs, replacements, and corrections of any nature or description, interior or exterior, structural or non - structural, that shall become necessary by reason of defective workmanship or materials which appear within a period of one (1) year from the date of Substantial Completion; provided, however that notwithstanding the preceding, if any longer guarantee period is specified for any particular materials or workmanship under the Contract Documents, or under any subcontract, or in connection with any manufactured unit which is installed in the Project, or under the laws of the State of North Carolina, the longer guarantee period shall govern. 18.3 If, within any guarantee period, repairs or changes are required in connection with the Work, which are rendered necessary as the result of the use of materials, equipment, or workmanship which are inferior, defective, or not in accordance with the terms of the Contract Documents, the Contractor shall, promptly upon receipt of notice from the Designer and without expense to the Owner: a) Completely repair or replace the Work so that it conforms to the Contract Documents; b) Correct all defects therein; c) Make good all damage which, in the opinion of the Designer, is the result of the use of materials, equipment, or workmanship which are inferior, defective, or not in accordance with the terms of the Contract Documents; and d) Make good any Work or material, or any equipment or contents disturbed in fulfilling any such guarantee. If, in fulfilling the requirements of the Contract Documents or of any guarantee embraced therein or required thereby, the Contractor disturbs any work, facility, premises, or construction belonging to the Owner, the Contractor shall restore such disturbed work to a condition satisfactory to the Owner, and shall guarantee such restored work to the same extent as if it were Work under the Contract Documents. If the Contractor, after notice, fails to proceed promptly to comply with the terms of the guarantee, the Owner may have the defects corrected, and the Contractor and the Contractor's Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 37 ureties shall be liable for all expenses incurred. "Promptly" is defined as within twenty -four (24) hours for systems necessary to normal operation of the building and within seventy -two (72) hours for all other items. All special guarantees applicable to definite parts of the Work that may be shown in or required by Contract Documents shall be subject to the terms of this paragraph during the first year of the life of such special guarantee. Manufacturer's standard guarantees or warranties which do not comply with the time limit specified herein shall be extended by the Contractor automatically without further action on the part of the Owner or the Designer. 18.4 In the eleventh calendar month after the date of Substantial Completion, and at the request of the Owner, the Contractor, the Owner and the Designer shall make an inspection of the Work for the purpose of identifying defective workmanship and /or materials. If the Contractor, having been requested to do so by the Owner, fails to participate in such inspection, the Contractor shall be conclusively bound by any decision or ruling by the Designer as to any defective workmanship or material and as to the Contractor's responsibility for its repair or replacement. ARTICLE 19. OWNER'S RIGHT TO DO WORK 19.1 If, during the progress of the Work or during any period of guarantee, the Contractor fails to prosecute the Work properly or to perform any provision of the Contract Documents, the Owner, after three (3) days written notice to the Contractor from the Designer, or from the Owner after Final Payment, may perform or have performed that portion of the Work and may deduct the cost thereof from any amounts due or to become due the Contractor. Notwithstanding any action by the Owner under this paragraph, all warranties and bonds given or to be given by the Contractor shall remain in effect or shall be given by the Contractor. 19.2 Should the cost of such action by the Owner exceed the amount due or to become due the Contractor, the Contractor and his sureties shall be liable for and shall pay to the Owner the amount of such excess. ARTICLE 20. PARTIAL PAYMENTS 20.1 Within thirty (30) days after his initial receipt of the Construction Contract for signatures, the Contractor shall submit to the Designer a Schedule of Values. The Schedule of Values shall indicate the value of the Work, including applicable overhead and profit, for each Division and section of the Project Specifications. The Designer and Owner shall be provided with the Contractor's estimate papers, Subcontractor agreements, supplier quotes, or other documents substantiating these values if so requested in writing by the Designer. The Contractor shall provide the requested documentation within seven (7) days after receipt of the Designer's written request. The Schedule of Values shall be subject to approval by the Owner, and if the Owner and the Contractor cannot agree upon the Schedule of Values, the Designer shall prepare it, and the Schedule of Values as prepared by the Designer shall be binding on the Owner and the Contractor. No Request for Payment shall be certified by the Designer until the Designer has issued approval of said Schedule of Values. 20.2 Not later than the fifth (5th) day of each calendar month the Contractor shall submit to the Designer a Request for Payment for Work done during the previous calendar month. The Request for Payment shall be in form of AIA Document G702 (latest edition) and shall show substantially the value of Work done (including the value of material delivered to the Project or stored by the Contractor at another site, subject to the conditions hereinafter set forth) during Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 (i the previous calendar month, and shall sum up the financial status of the Work with the following information: a) Total Contract Price, including any adjustment thereto made pursuant to the Contract Documents. b) Value of Work completed and materials properly stored to date. c) Less amount retained. d) Less previous payments. e) Current amount due. f) Balance remaining. The Contractor, upon request of the Designer, shall substantiate the request with invoices, vouchers, payrolls, or other evidence. 20.3 When payment is requested or made on an account of stored materials, such materials must be stored on the Owner's property at such places and in such a manner as may be designated by the Designer. However, in the sole discretion of the Owner, with permission in writing from the Designer and Owner and under such circumstances as may be determined by the Owner, such materials may be stored in a bonded warehouse. The location and conditions for storage of such materials away from the Owner's property in a bonded warehouse shall be within the sole discretion of the Owner. Requests for Payment on account of stored materials shall be accompanied by paid invoices, bills of sale, warehouse receipts, or other documentary evidence establishing Owner's title to such materials, evidence that the stored materials are insured against loss and damage, and such other documentation as required by the Designer. Responsibility for the quantity, quality, and condition of such stored materials, whether stored on the Owner's property or away from the Owner's property, shall remain with the Contractor regardless of ownership or title. No payment shall be made on account of materials stored in a bonded warehouse unless the Contractor has acquired written permission from the Designer for such storage of materials and has complied with all conditions set forth in such permission regarding such storage of materials in a bonded warehouse. 20.4 Any Request for Payment received by the Designer on or before the fifth (5th) of the calendar month shall be certified for payment or returned for re- submission to the Contractor on or before the fifteenth (15th) of the calendar month. The Designer's certification shall be for the amount which was requested or that which the Designer has decided was justly due, and shall state in writing to the Contractor and Owner the reasons for withholding payment of any or all of the amount requested. 20.5 The Designer may fail to certify all or part of any payment requested for any of the following reasons: a) Defective Work not corrected. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 39 b) Suits, actions, or claims of any character filed against the Contractor, or due to the operations of the Contractor, or information or notice that a suit, action, or claim will be filed or has been made. c) Information or notice that a Subcontractor or a supplier has not received payment. d) The balance unpaid of the Contract Price is insufficient to complete the Work in the judgment of the Designer or Owner. e) Damage to the Owner or another contractor. f) Inability of the Contractor to meet a Completion Date, including an anticipated failure to meet a Completion Date entitling the Owner to withhold anticipated Liquidated Damages in accordance with paragraphs 13.15 and 13.17 hereof. g) Failure to furnish Submittal as required by the Contract Documents on a timely basis in accordance with the Submittal Register. h) Such other reason as to the Designer may appear prudent, proper, or equitable. When grounds for withholding certification have been corrected, the Designer shall so certify to the Owner and the Owner shall make any payment due with respect to such certification as a part of his next payment after such certification. 20.6 No certificate issued or progress payment made shall constitute an acceptance of the Work or any part thereof. 20.7 The amount certified by the Designer for payment shall be ninety -five percent (95 %) of the value of Work completed and materials stored since the Designer's last certification as shown on the Request for Payment, less any amounts not certified in accordance with paragraph 20.4, and this amount shall be paid by the Owner on or before the last business day of the month, but payment shall not be past due until not paid within fifteen (15) days thereafter. 20.8 After certification by the Designer that the Work is fifty percent (50 %) complete, based on a determination that the Contractor's gross project invoices, excluding the value of materials stored off -site, equal or exceed fifty percent (50 %) of the value of the Contract, (except the value of materials stored on -site shall not exceed twenty percent (20 %) of the Contractor's gross project invoices for the purpose of determining whether the Project is fifty percent (50 %) complete) and the Contractor has provided to the Owner the written consent of its sureties to the cessation of further percentage retention, the amount certified for payment with respect to subsequent Requests for Payment shall be one hundred percent (100 %) of the value of Work completed and materials stored since the Designer's last certification as shown on the Request for Payment, less any amounts not certified in accordance with paragraphs 20.4 and 20.5; provided, however, that the aggregate of periodic payments shall not exceed ninety -seven and one half percent (97.5 %) of the Contract Price. If the Owner determines that the Contractor's performance under the Contract is unsatisfactory, the Owner may resume withholding percentage retention from each subsequent periodic payment application up to the maximum amount of five percent (5 %) of the Contract Price. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 IN ARTICLE 21. FINAL PAYMENT 21.1 If the Work of the Contractor is limited to demolition, pilings, caissons and /or structural steel, the remaining unpaid balance of the Contractor's Contract Price, less a sum equal to five. tenths percent (0.5 %) of the Contract Price, shall be paid within sixty days following receipt of the following documents, all of which must be received before payment shall become due: (i) request for payment from the Contractor; (ii) receipt of consent from the Contractor's surety to the payment; and (iii) approval or certification from the Designer that the work performed by the Contractor is acceptable and in accordance with the Contract Documents. 21.2 Except as set forth in paragraph 21.1, within forty five days after Substantial Completion of the Project, the remaining unpaid balance of the Contract Price shall be paid to the Contractor, less an amount equal to two and one -half times the value of punch list work or other work remaining to be completed or corrected, as reasonably estimated by the Owner. 21.3 Upon Substantial Completion, the Designer shall prepare and submit to the Contractor a deficiency list identifying all portions of the Work which are known by the Designer at that time to be incomplete or defective. Within thirty (30) days of receipt of this deficiency list, the Contractor shall complete and correct all items on that list along with all other Work required to achieve Final Completion of the Work. At any time prior to completion of the period of warranty, the Designer may submit to the Contractor a supplemental deficiency list, in which case the Contractor shall complete or correct any and all new items identified on the supplemental deficiency list within the time period stipulated in paragraph 18.3. 21.4 Final Payment of any remaining balance of the Contract Price shall not be due to the Contractor until the Contractor achieves Final Completion of the Project. 21.5 The making and acceptance of Final Payment shall constitute a waiver of all claims by the Owner except: a) Claims arising from unsettled liens or claims against the Contractor. b) Defective Work or materials appearing after Final Payment. c) Failure of the Contractor to perform the Work in accordance with the Contract Documents. d) As conditioned in the Performance Bond. e) Claims made prior to Final Payment which remain unsettled. f) Amounts due arising under Articles 18 and 28. g) Claims for recovery of overpayment based upon incorrect measurement, estimate, or certificate. 21.6 The making and acceptance of Final Payment shall constitute a waiver of all claims by the Contractor except those claims previously made in writing pursuant to paragraph 15.2 and not finally resolved. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 41 21.7 The Designer shall not authorize Final Payment until all of the Work under the Contract Documents has been certified by the Designer as completed, proper and suitable for occupancy and use, and has been approved by all federal, state and local agencies having jurisdiction. 21.8 The final Request for Payment shall be identified on its face as such and shall be presented by the Contractor to the Designer within thirty (30) days of completion of the Work. Final payment of the retained amount due the Contractor shall be made by the Owner within thirty (30) days after the later of (i) full and Final Completion of all Work required by the Contract Documents, and certification of such Work in accordance with paragraph 20.4; (ii) submission of the affidavits of other documentation required by Article 22; (iii) submission by the Contractor of a Request for Payment identified on its face as final and including the Designer's certification. ARTICLE 22. CONTRACTOR, SUBCONTRACTOR AND SUPPLIER AFFIDAVIT 22.1 The Final Payment due the Contractor on account of the Contract Documents shall not become due until the Contractor has furnished to the Owner through the Designer: (A) an affidavit by the Contractor signed, sworn, and notarized to the effect that all payments for materials, services, or for any other reason in connection with the Work or performance of the Contract Documents have been satisfied and that no claims or liens exist against the Contractor in connection with the same; (B) affidavits from each Subcontractor and supplier signed, sworn, and notarized to the effect that (i) each such Subcontractor or supplier has been paid in full by the Contractor for all Work performed and /or materials supplied by him in connection with the Project, and (ii) that all payments for materials, services, and for any other reason in connection with the subcontract or supply contract have been satisfied and that no claims or liens exist against the Subcontractor or supplier in connection therewith; and (C) the written consent of the Contractor's sureties to Final Payment. In the event that the Contractor cannot obtain an affidavit, as required above, from any Subcontractor or supplier, the Contractor shall state in the Contractor's affidavit that no claims or liens exist against such Subcontractor or supplier to the best of the Contractor's knowledge, and that if any appear afterwards, the Contractor shall save the Owner harmless for all costs and expenses, including attorneys' fees, on account thereof. ARTICLE 23. ASSIGNMENTS AND SUBCONTRACTS 23.1 The Contractor shall not assign any portion of this Agreement nor subcontract the Work in its entirety without the prior written consent of the Owner. Except as may be required under terms of the bonds required by the Contract Documents, no funds or sums of money due or to become due to the Contractor under the Contract Documents may be assigned. ARTICLE 24. MEASUREMENTS 24.1 Before ordering material or doing Work which is dependent for proper size or installation upon coordination with building conditions, the Contractor shall verify all dimensions and shall be responsible for the correctness of same. No consideration will be given for any claim based on differences between the actual dimensions and those indicated in the Contract Documents. Any discrepancies between the Contract Documents and the existing conditions shall be referred to the Designer for adjustment before any Work affected thereby is begun. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 42 ARTICLE 25. CONTRACTOR AND SUBCONTRACTOR RELATIONSHIPS 25.1 Within thirty (30) days after initial receipt of the Construction Contract for signatures the Contractor shall submit to the Designer and Owner for acceptance a current list of the names of Subcontractors and such other persons and organizations (including those who are to furnish materials or equipment fabricated to a special design) proposed for any and all portions of the Work. The Contractor shall provide this list at this time even if the Contractor was required to submit a list of proposed Subcontractors with the Contractor's bid. The Designer shall promptly reply to the Contractor in writing stating whether or not the Owner or the Designer, after due investigation, has objection to any such proposed person or entity or if it needs additional information to evaluate the persons on the list. Failure of the Designer to reply within ten (10) days after the Contractor has furnished all required information shall constitute notice of no objection. The Contractor shall not contract with any such proposed person or entity to whom the Owner or the Designer has made reasonable objection. If the Designer or Owner has reasonable objection to any such proposed person or entity, the Contractor shall submit a substitute to whom the Owner and the Designer have no reasonable objection. The Contractor shall make no substitution for any Subcontractor, person, or entity previously allowed without first notifying the Designer and Owner in writing and no substitution may be made if the Owner or Designer makes a reasonable objection to such substitution. 25.2 The Contractor agrees that the terms of the Contract Documents, including all portions thereof, shall apply to all Subcontractors of the Contractor as if they were the Contractor, and that the Subcontractors of the Contractor shall, by means of their subcontracts, be bound by all the terms of the Contract Documents including, but not limited to, Article 26 of these General Conditions. 25.3 Payments to Subcontractors shall be made in accordance with the provisions of N.C. Gen. Stat. §143- 134.1. ARTICLE 26. USE OF PREMISES 26.1 The Contractor shall confine apparatus, the storage of materials, the operations of workers, and the disposal of material to limits indicated by law, ordinances, permits, and directions of the Designer, if any. 26.2 The Contractor shall not load or permit any part of the Work to be loaded with a weight that will endanger its safety, intended performance, or configuration. 26.3 The Contractor shall enforce all of the Designer's instructions, including, but not limited to, those regarding signs, advertisements, fires, and smoking. ARTICLE 27. CUTTING, PATCHING AND FITTING 27.1 The Contractor shall do all cutting, fitting, and patching of the Work that may be required to make its several parts come together properly and fit it to receive or to be received by Work shown in or which can be reasonably implied from the Contract Documents. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 43 ARTICLE 28. DISPUTE RESOLUTION 28.1 The laws of the State of North Carolina shall apply to the interpretation and enforcement of this Agreement. Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision of, or the performance or nonperformance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina, and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. In any dispute arising pursuant to the terms of this Agreement the Parties shall follow and abide by the Rules and Procedures for Orange County Design, Building Construction, Renovation, and Repair Projects. The policy is incorporated herein by reference and may be viewed at http: / /www.orangecountync.gov /departments /purchasing division /contracts.php). Regardless of the outcome of any dispute each Party shall be responsible for its own legal costs including reasonable attorneys' fees. 28.2 Any person or firm that expressly or impliedly agrees to perform labor or services or to provide material, supplies, equipment, work, performance or payment bonds, insurance or indemnification for the construction of the Project or the Work shall be deemed a party to this Agreement solely for the purpose of this Article 28. The Contractor, by means of its subcontracts, shall specifically require its Subcontractors to be bound by this Article. ARTICLE 29. TAXES 29.1 The Contractor has included in the Contract Price and shall pay all taxes assessed by any authority on the Work or the labor and materials used therein. The Contractor shall maintain all tax records during the life of the Project and furnish the Owner with a complete listing of all taxes paid by taxing authority, invoice number, date, amount, etc. in a form acceptable to the Owner. The Contractor is required to maintain a file showing taxes paid on the Project for three (3) years after Final Payment or turn said documents over to the Owner for his files. 29.2 The following is a list of requirements to be followed by the Contractor in maintaining proper records and reporting the North Carolina Sales and Use Tax and Local Sales and Use Tax. The Contractor shall comply fully with the requirements outlined below, in order that the Owner may recover the amount of the tax permitted under the law. a) It shall be the Contractor's responsibility to furnish the Owner documentary evidence showing the materials used and sales and use tax paid by the Contractor and each of his Subcontractors. Such evidence shall be transmitted to the Owner with each pay request regardless of whether taxes were paid in that period. b) The documentary evidence shall consist of a certified statement by the Contractor and each of the Contractor's Subcontractors individually, showing total purchases of materials from each separate vendor and total sales and use taxes paid to each vendor. Certified statements must show the invoice number, or numbers, covered, and inclusive dates of such invoices. c) Materials used from Contractor's or Subcontractor's warehouse stock shall be shown in a certified statement at warehouse stock prices. d) The Contractor shall not be required to certify the Subcontractor's statements. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 44 ARTICLE 30. OPERATION OF OWNER'S FACILITIES 30.1 The Contractor agrees that all Work done under the Contract Documents shall be carried on in such a manner so as to ensure the regular and continuous operation of the adjoining or adjacent facilities. The Contractor further agrees that the sequence of operations under the Contract Documents shall be scheduled and carried out so as to ensure said regular and continuous operation. The Contractor shall not close any areas of construction until so authorized by the Designer. The Contractor shall control operations to assure the least inconvenience to the public. Under all circumstances, safety shall be the most important consideration. ARTICLE 31. THIRD PARTY BENEFICIARY CLAUSE 31.1 It is specifically agreed between the parties executing the Agreement that, with the specific exception set forth paragraph 7.24 hereof, and that exception only, the Contract Documents and the provisions therein are not intended to make the public, or any member thereof, a third -party beneficiary of the Agreement, or to authorize anyone not a party to the Contract Documents to maintain a suit for personal injuries or property damage pursuant to the terms of provisions of the Contract Documents. ARTICLE 32. MEASUREMENT OF QUANTITIES 32.1 All Work completed under the Contract Documents shall be measured by the Contractor using United States customary units of measurement. The method of measurement and computations to be used in determination of quantities of material furnished and of Work performed under the Contract Documents shall be those methods set forth in the Contract Documents or, if not specifically set forth therein, the method generally recognized as conforming to good engineering practice. ARTICLE 33. TERMINATION BY THE OWNER FOR CAUSE 33.1 If the Contractor fails to begin or complete the Work under the Contract Documents within the time specified, or fails to perform the Work with sufficient labor and equipment or with sufficient materials to insure the prompt completion of said Work, or shall perform the Work unsuitably or shall discontinue the prosecution of the Work for three (3) days, or if the Contractor shall become insolvent, be declared bankrupt, commit any act of bankruptcy or insolvency, allow any final judgment to stand against the Contractor or its affiliated companies unsatisfied for a period of forty -eight (48) hours, make an assignment for the benefit of creditors, or for any other cause whatsoever shall not carry on the Work in an acceptable manner, the Owner may give notice in writing to the Contractor and the Contractor's sureties of such delay, neglect, or default, specifying the same, and if the Contractor within a period of three (3) days after such notice shall not proceed in good faith and with reasonable speed to correct such delay, neglect, or default in accordance with such notice, the Owner shall have full power and authority, to the extent permitted by law, without violating the Contract Documents, to take the prosecution of the Work out of the hands of the Contractor, to appropriate or use any or all materials and equipment at the Project as may be suitable and acceptable, and may enter into an agreement for the completion of the Work or pursue such other methods as in the Owner's opinion shall be necessary or appropriate for the completion of the Work in an acceptable Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 45 manner. All costs and charges incurred by the Owner in proceeding in accordance with the preceding sentence, including attorney's fees, and all costs incurred by the Owner in completing the Work shall be deducted from any money due or which becomes due the Contractor. If such costs and expenses incurred by the Owner shall be less than the sum which would have been payable under Contract Documents if it had been completed by the Contractor, then the Contractor shall be entitled to receive the difference, but if such costs and expenses shall exceed the sum which would have been payable under the Contract Documents, the Contractor and the Contractor's surety shall be liable to the Owner for and shall pay to the Owner the amount of such excess. ARTICLE 34. TERMINATION OR SUSPENSION BY THE OWNER FOR CONVENIENCE 34.1 The Owner may, without cause, order the Contractor to terminate, suspend, delay, or interrupt the Work in whole or in part for such period of time as the Owner may determine. 34.2 If the Contractor is subsequently ordered by the Owner to resume the Work, any cost or expenses to which the Contractor may be entitled by reason of the suspension, delay, or interruption shall be recovered by means of a Change Order in accordance with Articles 13 and 14 hereof and the Contract Construction Schedule shall be adjusted in accordance with Article 13 hereof. 34.3 In the event of termination by the Owner under this Article, the Contractor shall be entitled to receive the reasonable and documented direct costs incurred prior to termination, including the cost of materials purchased for the Work which purchases cannot be canceled or which material cannot reasonably be used by the Contractor on other work, and the cost of closing down the Project in a safe and efficient manner, plus ten percent (10 %) thereof for overhead and profit, subject to the following conditions: a) When the Contract is terminated before completion of all items of Work, payment shall be made for the actual number of units or items of Work completed at the applicable contract prices, or as mutually agreed for items of Work partially complete. If a mutual agreement cannot be reached, the Owner shall have the authority to make such equitable adjustment as it deems warranted and the Final Payment shall be made accordingly. b) Reimbursement for organization of any Work and moving equipment to and from the job shall be considered when not otherwise provided for in the Contract Documents where the volume of completed Work is too small to compensate the Contractor for those expenses under unit prices. If a mutual agreement cannot be reached, the Owner will have the authority to make such equitable adjustments as it deems warranted and the Final Payment will be made accordingly. c) Materials obtained by the Contractor for the Work that have been inspected and accepted by the Designer and that are not incorporated in the Work shall, at the request of the Contractor, be purchased from the Contractor at the Contractor's actual cost as shown by receipted bills and actual costs records at such points of delivery as may be determined by the Owner. d) No payment shall be made by Owner to Contractor except as herein above provided. No claim for loss of anticipated profits shall be considered or allowed. Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 M e) Termination of the Contract shall not relieve the Contractor of his responsibilities for any completed portion of the Work nor shall it relieve his sureties of their obligation for and concerning any just claims arising out of the Work performed. The Contractor shall not be entitled to any other compensation, including compensation for lost profit, lost opportunity, or any other direct or consequential cost, loss, or damage. ARTICLE 35 MINORITY BUSINESS ENTERPRISE PROGRAM 35.1 The Contractor shall at all times comply with the Orange County Minority Business Enterprise Policy. All documentation substantiating compliance with the requirements of this program shall be delivered to the Owner as stipulated in the Contract Documents. A copy of the Orange County Minority Business Enterprise Policy is included in the Project Manual. ARTICLE 36 E- VERIFY AND DIGITAL SIGNATURES 36.1 By executing the Agreement Contractor affirms Contractor, its agents and subcontractors, are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 36.2 This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 36.3 By executing the Agreement Contractor certifies that Contractor has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147 - 86.58. 36.4 By executing the Agreement Contractor certifies that Contractor has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147 - 86.81. ARTICLE 37 GENERAL 37.1 If any provision of the Agreement shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. 37.2 The titles to Articles herein are for convenience only, are not substantive parts of the General Conditions, and are not to be considered in interpreting the Contract Documents. END OF GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - EXHIBIT 1 Revised 10/17 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 B O R D E A U X Construction Company, Inc. June 29, 2018 Mr. Jeff Thompson Director, Asset Management Services Orange County Government aethompson @orangecountync.gov (sent via email only) 131 West Margaret Lane Hillsborough, NC 27278 Reference: Orange County Detention Cost Proposal Rev. 5 Dear Jeff, Thank you for the opportunity to provide our revised cost proposal. The fee and GC proposal is based on a budget of $24,400,000 +/- "Orange County Northern Campus Concept" as provided by Civil Consultants and dated February 4, 2018. Scope of work is assumed to include the construction of the proposed 47,000 + /- sf Detention Center, Park Operations Facility, Pole Barn, and associated Storage Yard, and the 17,000 + /- sf Agriculture Building and associated site work. Offsite work including the extension of water /sewer and road widening is also assumed to be in the scope of work. Agricultural skills demonstration, Park Ops Office, geo- thermal, Law Enforcement Center, photovoltaic system, etc. are not assumed to be in the scope of work, but may be incorporated with further study of the project budget. Construction of the proposed Detention project is to be built in an 18 month duration plus an additional month for Final Completion and an additional month for DHSR inspection and punchlist completion for a total of 20 months. Construction of the proposed Agriculture Building is to be built in a 12 month total duration and is assumed to be concurrent with the Detention Center schedule. We offer the following fee proposal for the proposed project: Preconstruction fee: $85,000 General Conditions: $1,184,693 Construction Management Fee: 3.75% General Conditions estimates of the proposed layout and a matrix of general conditions, fee, cost of work, A /E, and owner responsibilities are attached to this proposal. We are looking forward to working with you on the Orange County Detention project. Should you have any questions, please contact me. Very truly yours, Bordeaux Construction Company, Inc. /Jd�airBorcleaux, P.E. President, Bordeaux Construction Company, Inc. Enclosure 135 E. Martin St., Suite 101, Raleigh, NC 27601 (919) 220 -1141 tel (919) 220 -1147 fax www.bordeauxconstruction.com DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 rroraeaux uonstructlon t;ompany, Inc. Page 1A 41212018 7:53 AM Spreadsheet Level Takeoff Quantity Labor Price Labor Amount Material Price Material Amount Sub Price Sub Amount 12,000 Equip Price Equip Amount Other Price Other Amount Total Amount " unassigned' 1100.01 Division 1 Subcontractors 12,000 Scheduling .sub 1.00 Isum 12,000.00 /Isum 11 31 .00 Personnel: Pro . Managmnt General Supervision 10% time 82.00 WK 375.00 /WK 30,750 - - - 32.25 /WK 2,645 0.00 /WK 0 33,395 ct ProjeProject Manager (50% 87.00 WK 1,800.00 /WK 156,600 - - - 161.25 /WK 14,029 0.00 /WK 0 170,629 Superintendent- Detention 87.00 WK 2,750.00 /WK 239,250 - - - - 161.25 /WK 14,029 0.00 /WK 0 253,279 Asst. Superintendent 82.00 WK 2,000.00 /WK 164000 - - 161.25 /WK 13,223 /WK 177,223 Superintendent - Ag& Park O - 12 mo 52.00 WK 2,400.00 /WK 124,800 - - - - 161.25 /WK 8,385 /WK 133,185 Project Engineer (100% time 87.00 WK 2,000.00 /WK 174,000 - - - - 26.88 /WK 2,338 0.00 /WK 0 176,338 Admin Assistant 2000 . MTH 750.00 /MTH 15,000 0.00 /MTH 0 0.00 /MTH 0 _ 15,000 Mgmnt Vehicle Maintenance 78.00 MTH - - 268.75 /MTH 20,963 /MTH - - 0.00 /MTH 0 20,963 M mnt Vehicle Fuel 78.00 MTH 430.00 /MTH 33,540 /MTH 0.00 /MTH 0 33,540 1132.00 Construction P o ress Docume tation - 2,688 14,513 Digital Cameras /Misc Pictures 1.00 LS - - 2,687.50 /LS 2,688 - - - - Document Printing 30.00 SET 483.75 /SET 14,513 1135.00 Project Safety General Safety Superintendent 82.00 WK 120.00 /WK 9,840 - - - 25.80 /WK 2,116 - - 11,956 Drinking Water and Ice 20.00 MTH 53.75 /MTH 1,075 - 1,075 1,075 First Aid Supplies 20.00 MTH 53.75 /MTH 1,075 1143.00 Building Information Management Building Information Modelln 8 VDC BIM 0.00 SF - - - - - 0.00 /SF 0 0 1158.00 Project Identification Owner Project Sign 1.00 FA - - 806.25 /EA 806 - - - 806 Si na a 2.00 EA 806.25 /EA 1;613 1,613 1591.00 Office Equipment UPS /Courier Service 20.00 MTH - - - - - - 150.00 /MTH 3,0001 3,000 Hook-up Phone 1.00 LS 1,200.00 /LS 1,200 1,200_ Temp T011et 0.00 MTH 0.00 /MTH 0 0.00 /MTH 01 0 Copy Machine 2000 . MTH 0.00 /MTH 0 320.00 /MTH 6,4001 6,400 Field Office Supplies 20.00 MTH 161.25 /MTH 3,225 3,225 Contractor Office 1900 . MTH 0.00 /MTH 0 806.25 /MTH 15,319 L 15,319 Tool Trailer 19.00 MTH /MTH 268.75 /MTH 5,106 - 5,106 Computer p Data Line 1900 . MTH 0.00 /MTH 0 150.00 /MTH 2,850 2,850 Cell Phone Service 78.00 MTH 0.00 /MTH 0 100.00 /MTH 7,800 7,800 Computer Systems 1.00 LS 0.00 /LS 0 7,500.00 /LS 7,500 7,500 Project Management Software License 1.00 LS - - - - - /LS 14,000.00 /LS 14,000 14,000 Contractor Office Setu /Cleanu /Maint 19.00 MTH 150.00 /MTH 2,850 107.50 /MTH 2,043 - - 53.75 /MTH 1,021 0.00 /MTH 0 5,914 Office Security System 19.00 MTH 150.00 /MTH 2,850 0.00 /MTH 0 40.00 /MTH 760 3,610 1705.00 Clean Up 107.50 /MTH 0 44,120 Weekly Cleanup 16.00 MTH 2,500.00 /MTH 40,000 150.00 /MTH 2,400 1,720 0.00 /MTH 1730.00 Tools & Equip ent Supt. Misc. Tools 1 20.00 MTH 0.00 /MTH 0 268.75 /MTH 5,375 5,375 Description Amount Labor 957090 Material 81539 Subcontract 17 250 Eauioment 85 304 other 43 51 n 1,184,693 Total Estimate Totals Totals Rate 1,184,693 1,184,693 Cost Basis Percent of Total 80 79 % 688% 1.46% 720% 7 R7% 100.00 100.00% DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 APPENDIX A Division of Project Cost Elements L CONSTRUCTION MANAGEMENT SERVICES DESCRIPTION BASIC FEE GEN CONDS. A/E COST OWNER COST COST OF WORK Project Superintendent(s) X Assistant Superintendent(s) X Field Engineer X On -Site Clerical X Project Engineer X Project Manager X Superintendent's Transportation X Assistant Supt's Transportation X Project Engineer's Transportation X Project Manager Trans. X Project staff after Final Completion X Project staff during Owner's post - construction audit X Corporate Executives X Principal in Charge X Project Executive X Legal Services X Accounting X Scheduling X BIM X Life -Cycle Analysis X Energy Management X Production Engineering X Purchasing X Value Engineering X Systems Development X Estimating X Cost Engineers X Project Coordinator X Project Expediter X Drafting Detailer X Drawing Checker X Safety Officer X E.E.O. Officer X Time Keeper /Checker X Safety Engineer X Off -Site Staff Travel Costs X Off -Site Staff Transportation X Engineers' Transportation X Project Staff Moving Expense X Project Staff Subsistence Costs X Project Budget Estimating X Project Phasing X NOTE: ALL PERSONNEL COSTS INCLUDE SALARIES AND APPROVED LABOR BURDEN DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 ORANGE COUNTY DETENTION GENERAL CONDITIONS Page I of 5 APPENDIX A Division of Project Cost Elements II. SAFETY, SECURITY, AND SERVICES DESCRIPTION BASIC FEE GEN CONDS. A/E COST OWNER COST COST OF WORK Safety Equipment X X First Aid Supplies X Handrails and Toe Boards X X Opening Protection X X Fire Extinguishers X Security Guard/Watchman Svcs. X Weekly Cleanup X Final Cleanup X Temporary Fencing X Covered Walkways X Barricades X X Safety Nets X X Dumpster Rental/Removal X Public Traffic Control X Construction Roadway Maintenance X X Dust Controls X X 2 -Way Radios /Cell Phones X Trash Chute & Hoppers X Snow and Ice Removal X III. FACILITIES, EQUIPMENT AND SERVICES DESCRIPTION BASIC FEE GEN CONDS. A/E COST OWNER COST COST OF WORK Office Trailer Rental X Tool/Utility Trailer Rental X Water /Ice X Food/Drinks (other than water) X Temporary Lighting/Wiring X* Power Expenses — Trailers X* Permanent Power X* Temporary Water Services X* Temporary Heat Expenses X* Temporary Cooling Expenses X* Temporary Toilets /Sewer Services X Change /Shower Rooms X Temporary Stairs X Temporary Enclosures/Partitions X Project Signs/Bulletin Boards X On -site Telephone Expenses X Temporary Roads Construction X Utility Trucks X Air Compressors X Dewatering Equipment X Generators X Miscellaneous Equipment X Fuel/Repairs /Maintenance X * Utility usage costs will be carried as a reimbursible CM allowance DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 ORANGE COUNTY DETENTION GENERAL CONDITIONS Page 2 of 5 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 APPENDIX A Division of Project Cost Elements IV. VERTICAL HOISTING DESCRIPTION BASIC FEE GEN CONDS. A/E COST OWNER COST COST OF WORK Less than 25 Ton X X X 25 Ton and Greater X X X NOTE: ALL PERSONNEL COSTS SHALL INCLUDE SALARIES AND APPROVED LABOR BURDEN V. REPRODUCTION AND PRINTING DESCRIPTION BASIC FEE GEN CONDS. A/E COST OWNER COST COST OF WORK Design Phase X X Cost Study Documents X X Systems Study Documents X X Bid Package Documents X X Post Bid Construction Documents X X Accounting Forms X X Field Reporting Forms X X Contract Agreements X X Schedule Report Forms X X Estimating Forms X X Cost Reporting Forms X Presentation Charts and Graphics X X Value Analysis Studies X X Data Processing (In- House) X X Reference Materials X X Duplication Expense (Misc.) X Shop Drawing Printing X Assemble and Print Maintenance Manuals X Assemble and Print Operation Manuals X Special Forms X Postage and Delivery Expense X NOTE: ALL PERSONNEL COSTS INCLUDE SALARIES AND APPROVED LABOR BURDEN VI. QUALITY CONTROL DESCRIPTION BASIC FEE G GN CONDS. A/E COST OWNER COST COST OF WORK Special Inspection Consultants X Special Testing Consultants X Concrete Testing X Masonry Testing X Compaction Testing X Welding Inspections X Soils Investigations X Special Testing Services X Field Office Supplies/Materials X Project Photographs X Warranty Inspection Coordination X Air & Water Balancing X Operator On -site Training X Prepare Operation Manuals X Prepare Maintenance Manuals X NOTE: ALL PERSONNEL COSTS SHALL INCLUDE SALARIES AND APPROVED LABOR BURDEN DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 ORANGE COUNTY DETENTION GENERAL CONDITIONS Page 3 of 5 APPENDIX A Division of Project Cost Elements VII. PERMITS AND SPECIAL FEES DESCRIPTION BASIC FEE GEN CONDS. A/E COST OWNER COST COST OF WORK Storage Yard Rental X Parking Lot Rentals X X Parking Fees X Curb & Gutter Permits X X Sign Permits X X Staking & Layout Fees /Costs X Sidewalk Perm its X X Landscape Permits X X Street/Curb Design Charge X X Building Permits X X Plan Check Fees X X Water Connection Fee* X X Sanitary Connection Fee* X X Storm Connection Fee* X Gas Service Charge* X Power Service Charge* X Special Tap Fees X Contractors' Licenses X Royalties X Zoning Fees /Consultants X Use Fees X A.G.C. Fees X NOTE: ALL PERSONNEL COSTS INCLUDE SALARIES AND APPROVED LABOR BURDEN *Represent final connection costs, not temporary. VIII. INSURANCE AND BONDS DESCRIPTION BASIC FEE GEN CONDS. A/E COST OWNER COST COST OF WORK Builder's Risk Insurance * X Designer's Errors and Omissions X General Liability X Completed Operations Liability * X Excess Liability Coverage * X CM Payment Bond * X CM Performance Bond * X Subcontractor Payment Bonds ** X Subcontractor Performance Bonds ** X Subcontractor Payment Bons using Subguard) ** X Subcontractor Performance Bonds (using Subguard) ** X Off -Site Insurance X Off -Site Taxes X NOTE: ALL PERSONNEL COSTS INCLUDE SALARIES AND APPROVED LABOR BURDEN * Insurance and bonds, while shown under the General Conditions heading, will each be separate NTE reimbursable costs. ** If subcontractors are to be bonded, then the CM must determine to use one or the other type of bond. The CM cannot split between the two; for example, use all Subguard or all subcontractor bonds, not part Subguard and part subcontractor bonds. If Subguard is used, it will be a separate NTE reimbursable cost. ORANGE COUNTY DETENTION GENERAL CONDITIONS Page 4 of 5 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 APPENDIX A Division of Project Cost Elements IX. OTHER COSTS DESCRIPTION BASIC FEE GEN CONDS. A/E COST OWNER COST COST OF WORK Project Taxes X Construction Equipment X Construction Labor Costs X Construction Materials X Subcontractor Layout & Staking X Survey Controls and Benchmarks X Cost of Design & Engineering X A/E Cost for Bid Packages X Preliminary Soils Inspections X Title/Development Cost X Land Costs X Financing /Interest Cost X Interim Financing Costs X Owner Change Contingency X Building Operation after Move -in X Building Maint. after Move -in X Moving Coordination X Moving Costs X Corrective Work X Asbestos Abatement X Lead Abatement X C.M. General Overhead Cost X C.M. Profit/Margin X Costs Over GMP X NOTE: ALL PERSONNEL COSTS INCLUDE SALARIES AND APPROVED LABOR BURDEN ORANGE COUNTY DETENTION GENERAL CONDITIONS Page 5 of 5 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Request for Qualifications (RFQ #5249) Construction Manager at Risk PC t CrI -14 .0 4IN 11�� ja VID Orange County Detention Facility, Environment & Agriculture Center,& Park Operations Base Orange County Government Orange County Manager's Office 200 S Cameron Street PO Box 8181 Hillsborough, NC 27278 May 3, 2018 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Table of Contents I. Project Overview II. Project Schedule III. Project Design Team IV. Scope of Construction Manager at Risk Services V. Proposal Submission Requirements VI. Due Date for Submitting Proposals VII. General Comments or Clarifications VIII. Selection Process IX. Confidentiality of Documents Exhibit A - Certification Form DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 I. Project Overview This a re- solicitation of RFQ 5214. We are re- advertising due to the passage of time and revised scope. Within a 21 acre campus site located along US Highway 70 in the northwest quadrant of Hillsborough (see attached locator map and conceptual site development plan), Orange County desires the develop the following campus facilities on this site. The first is a new Detention Facility of up to 144 beds comprised of a potential combination of single and double cells utilizing direct or indirect supervision. The "core" facilities; i.e. Booking, Food Services, Medical, Administration, and Staff Support shall be designed to accommodate an eventual population of up to 250 inmates. Other spaces as well as multi- purpose spaces may need to be added to the facility as well, and will be determined during the initial design process. Second is a estimated 17,000 square foot Environment & Agriculture administrative services facility ( "EAC ") supporting various County services to include the Department of Environment, Agriculture, Parks & Recreation, USDA Farm Services Administration, Soil & Water Conservation Services, NC Cooperative Extension Services, and the NC Forestry Services office. The third is a light maintenance facility, storage facility, and open storage/ operations yard to support County Park Operations, Orange County envisions the entire site to be developed for these uses; however the County may ask the successful CMAR candidate to bid as alternates the EAC and Park Operations components. II. Anticipated Project Schedule Project Activity Duration Schematic Design Phase Summer 2018 Design Development Phase Construction Documents Phase Bidding of Site package State and Local Approvals Construction building Bidding Phase Construction Project Close- out /Owner Occupancy Warranty Period III. Project Design Team Fall 2018 Spring, 2019 Spring 2019 Summer, 2019 August 2019 June 2019 — Spring 2021 Spring, 2021 12 months Moseley Architects, PC and HH Architecture were selected by Orange County through a qualifications -based process to provide A/E for Detention Center and the EAC respectively. The selected CMAR firm will coordinate with the A/E firms for the duration of the pre- design, design, and construction phases of work. IV. Scope of Construction Manager at Risk (CMAR) Services The scope of services below is meant to provide the proposers an outline of the anticipated services required for this project. The detailed scope of services will be contained in the executed Contract for CMAR Services. The County intends to use the the attached template contract, with modifications, as the form of agreement. A. Pre - Construction Services 1. Review current schematic budget and project schedule and identify key project issues. 2. Develop Design Development cost estimate and project schedule; Reconcile from Schematic Phase to Design Development Phase. 3. Develop Construction Documents cost estimate and schedule; Reconcile from Design Development Phase to Construction Documents Phase. 4. Research different construction materials and report findings. 5. Regularly attend meetings with the County and Design Team prior to construction and consult with the County and the Design Team regarding site use, site improvements and selection of building materials, systems and equipment. DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 6. Develop a provisional and final schedule using computer software reporting indicating methods and sequencing of procurement, permitting, construction and closeout of project. Include time requirements for sequences and durations, milestones dates for receipt and approval of design documents, receipt of regulatory approvals and permits, preparation and processing of shop drawings and samples, delivery schedule of materials or equipment requiring long -lead time procurement, project procurement schedule, and installation and construction completion. This includes the periodic updates of project schedule for Design Team's review and County approval. 7. Develop and implement procedures for schedule adherence. 8. Perform a "constructability" review of the design documents at each phase of design. 9. Provide detailed construction cost estimates, to achieve the Owner's budget (to be sorted by trade bid packages). 10. Develop value- engineering options A. Bidding Services 1. Subdivide the Work into bid packages that encourage bids from qualified local and minority contractors. 2. Bid the site package separately so the CMAR can move forward with the clearing, grading, and site infrastructure installation to meet deadlines. 3. Identify and prequalify contractors for all bid packages in consultation with the County. 4. Develop requirements to assure time, cost and quality control during construction. 5. Provide a provisional construction schedule (CPM) for issuance with bid packages. 6. Schedule and conduct pre -bid conferences in conjunction with the Design Team and County. 7. Advertise and distribute bidding documents. 8. Monitor bidder activity. 9. Publicly open, review and analyze bids, in conjunction with County and Design Team. 10. Update Project schedule. 11. Conduct MWBE outreach program to encourage participation by minority contractors and document. 12. Upon receipt and review of the bids for all bid packages, develop a draft Guaranteed Maximum Price (GMP) document for the Project that includes: a. The cost of the Work (the sum of bid amounts of the lowest responsible bidder for all bid packages) b. The Construction Manager's Fee c. The Construction Manager's General Conditions d. The Construction Manager's Contingency 13. Reconcile schedule and cost with County against pre - established budget and schedule. 14. Develop Final Guaranteed Maximum Price document for the Project. C. Construction Services 1. Maintain on -site staff for construction management. 2. Establish and maintain coordinating procedures. 3. Develop and maintain a detailed schedule (CPM) including delivery, approvals, inspection, testing, construction and occupancy. 4. Conduct and record job meetings. 5. Prepare and submit change order documentation for approval of the Design Team and Owner. 6. Maintain a system for review and approval of shop drawings, samples and product data. 7. Maintain records and submit bi- weekly reports and formal monthly reports to Design Team and Owner. 8. Maintain quality control and ensure conformity to plans. 9. Develop a system and provide cost control through progress payment review and verifications according to the approved schedule and contract amounts. 10. Develop and maintain as -built drawings for the duration of the Project. 11. Coordinate post - completion activities, including the assembly of guarantees, manuals, closeout documents, training, regulatory approvals and Owner's final acceptance. 12. Coordinate and monitor the resolution of remaining "punch -list" items to the satisfaction of the Owner. DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 13. Coordinate Systems Commissioning activities 14. Work closely with Designer and County staff to meet local, state and federal requirements D. Project Closeout/Warranty 1. Assist Owner with furniture, furnishings and equipment deliveries and installation. 2. Submit record drawings for approval of the Designer and the Owner 3. Assist in transition to occupancy 4. Receive record and address all warranty issues. 5. Resolve all warranty issues to the satisfaction of the Owner V. PROPOSAL SUBMISSION REQUIREMENTS Submittals shall be made on 8112 "' x 11" paper, side bound with Table of Contents and reference tabs for key sections. The total submittal shall not exceed forty (40) single -sided pages. All pages are to be consecutively numbered. All materials not clearly labeled "Trade Secret" or "Confidential" shall become property of Orange County and will be considered public documents (Reference Section XI - Confidentiality). Submittals must include, at a minimum, the following: A. Qualifications and Experience 1. Overview identifying all firms proposed for the CMAR Team, including the organizational and contractual relationship between the Prime CMAR firm(s). The overview should indicate the following: a. The firm (Prime CMAR) providing the bond for the project. b. Organizational chart depicting all firms, key staff and their roles proposed for the Project c. Identify current assignments for each staff member and their availability to work on this project. d. If CMAR Team consists of more than one firm, provide joint venture agreement and identify percent controlling interest of each joint venture firm. Joint Venture or associational relationships between two or more firms are permitted however the Joint Venture or association entity must have past experience together building local detention facilities, prisons, or county jails. The joint project must be included in the list of projects under number (5) below. 2. Profile of CMAR firm(s): a. Provide the following for each Prime and any Associate Firm(s): (1) Firm name and Address (2) Phone and Facsimile numbers (3) e -mail of Key Executive to be assigned to this project (4) In -house service capabilities (5) Corporate Licenses (List all licenses by name and license numbers held in the State of North Carolina, including but not limited to contractor's licenses, business licenses, etc.) (6) Location of all offices (and number of staff in each office) (7) Identify corporate office (Headquarters or Home Office) (8) Corporate history: • Year first organized and current organizational structure • Corporate officers, partners • Years providing construction services • Number of projects completed within past 5 years (by year) • Dollar value of projects completed within past 5 years (by year) • Confirmation of authority to do business in North Carolina • State of Incorporation /formation • Years in Business DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 (9) Corporate Officers, identify the following: • President • Vice President • Secretary - Treasurer (10)Corporate Structure: -LLC, Corporation, etc -Joint Venture or Partnership (if Joint Venture or Partnership, provide the following information): • Partners, Major Shareholders, provide names and addresses for all • Business Origination, provide company name, year when first organized • Previous Companies, provide any previous names under which the company has done business (11)Subsidiary Companies (provide a list of all subsidiaries of the company) (12)Affiliated Companies (provide a list of all affiliated companies in which the principals have a financial interest) 3. Construction Management at Risk Services: a. Provide the number of years the company has provided Construction Management at Risk/ Design -Build related services. b. Provide a list of projects with construction cost completed within the past 10 years in which the firm was the CMAR or Design - Builder. 4. Current project commitments: a. Provide a list of all the company's current "Construction Manager at Risk" or "Design- Build" project commitments including the name, location, and time frame to complete and the following information for each project: b. Provide contact names, telephone numbers and email for the Owner and Lead Designer for each project. c. Construction Manager, CM at Risk or Construction Contract Defaults -List all incidents where the proposer has been considered in default, suspended, or terminated for cause. Include all incidents where the proposer abandoned or did not fully complete any project, including any warranty period work. Attach an explanation of each matter, including name and location of the project, the name and address of the owner's representative and all pertinent details of the default, suspension, or termination. 5. Provide a list of five (5) completed or at least (50 %) completed projects that demonstrate the firms construction management experience with local detention facilities and prisons and include at a minimum the following information for each: a. Name of project. b. Year completed. c. Size of project. d. Contact information for Owner's Representative and Project Architect. e. Details of pre- construction and construction phase services provided. f. If projects were managed from multiple offices list the office that managed each project. g. GMP or if non -GMP the estimated cost of bid provided by you prior to initiating the project. h. Total construction cost at completion. i. The CM fees earned as a percentage of GMP (separate pre- construction and construction fees). j. The CM General Conditions as a percentage of the GMP k. Provide a detailed explanation if project cost exceeded GMP bid or estimated project cost. I. Identify the number and total value of approved change orders. m. Indicate the amount of the CM Contingency as a percentage of GMP and amount used during construction. n. Indicate number of calendar days allocated to complete the work in the original schedule and the number of calendar days added by change order(s). o. Indicate number of calendar days taken for actual completion and provide a detailed explanation if project completion date was beyond the completion date as adjusted by change order(s). p. List your firm's Project Manager and Lead Superintendent. DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 q. MWBE Participation achieved as a percentage of the Total Contract Amount or GMP (as applicable). 6. Staffing Resources: a. List the number of full -time personnel, by discipline, within your company located in the office(s) that will provide support for the proposed project: a. Administrative b. Accountants c. Clerical (1) Project Managers (2) Engineers (3) Architects (4) Supervisors, Foremen, or Superintendents (5) Skilled Employees including Technicians (6) Unskilled Employees (7) Estimators (8) Schedulers (9) Others (10)Total number of Full time Personnel 7. Financial Stability (Information can be submitted in a separate envelope marked "Confidential -Do Not Release Publicly" and will not count towards the proposal page limitation). a. Attach an original letter addressed to Orange County from a surety company or its agent licensed to do business in North Carolina verifying company's capacity to provide adequate performance and payment bonds for this project. b. Insurance: Provide your limit of excess liability umbrella coverage. 8. Legal History for Past Ten (10) Years (Information can be submitted in a separate envelope marked "Confidential -Do Not Release Publicly" and will not count towards the proposal page limitation) a. Pending Litigation -List case name and case number of all pending litigation in which the proposer is involved as a party or proposer's officers are involved as parties in their official capacity. Include cases pending in any Federal, State or County jurisdiction, court, commission, regulatory body or other authority having the power to determine the rights of parties appearing before it. b. Construction Manager, CM at Risk Construction Defaults — List all incidents where the proposer has been considered in default, suspended, or terminated for cause. Include all incidents where the proposer abandoned or did not fully complete any project, including any warranty period work. Attach an explanation of each matter, including name and location of the project, the name and address of the owner's representative and all pertinent details of the default, suspension, or termination. c. Owner Completed Contracts -List all incidents where the proposer's contract or any portion of the work connected with the contract has been completed by the Owner or Proposer's Surety. Attach a full explanation of each matter, including name and location of the project, the name and address of the owner's representative and all pertinent details of the matter. d. Debarments /Suspensions -List all incidents where the proposer has been debarred or suspended for any reason by any federal, state or local government procurement agency or refrained from bidding on a public project due to an agreement with such a procurement agency. Provide a full explanation of each matter where the submitter been named in any action, administrative proceeding, or arbitration in which it was alleged that the submitter failed to comply with NC Gen Stat Chapter 22C, or any similar state or federal statute requiring prompt payment of subcontractors. Provide a full explanation of each matter. e. Bid Fraud Convictions -List all incidents where the proposer or any predecessor or related entities, or officers, shareholders, partners or key personnel of the submitter has been convicted of, or pleaded guilty to, any crime related to the bid process for contracts on public or private projects or involving fraud or misrepresentation. Provide a full explanation of each matter. DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 9. Information on Proposed Project Team a. Provide Project Staff Organization Chart (In -house and Consultant team members), attach a copy clearly showing lines of communication and level of responsibility /authority and identify the firm that employs each person. b. Provide resumes of each Project Team member. (Resumes should be included in a Supplemental bound document and included with the CM at Risk's submittal package. The Resume Supplement will not count towards the proposal page limitation.) Resumes shall include the following: (1) Education (2) Related project experience (3) Describe role during preconstruction and construction phases each will fulfill. (4) Specifically identify those responsible for providing constructability services review (Le. Design review, Value Engineering, Estimating, Scheduling, etc.) (5) List experience with the firm: projects, job titles, and years with the firm. (6) List prior and relevant Design /Construction experience prior to coming to the firm. (7) Current assignment location and proposed location while on this project. (8)Detention, Jail or Prison Experience - Specifically indicate any proposed team member having this experience, project name and location, and role they played on each project. c. Submit a confirmation letter stating that project team members as proposed will be assigned to this project for its duration so long as they remain employed with the firm. 10. List any projects where LEED (Leadership in Energy and Environmental Design) Certification was pursued. Identify the Certification level pursued (Certified, Silver, Gold, or Platinum) and the Certification level finally achieved by each project. Discuss any cost differential analysis performed for the determination of the certification goal levels on your projects (Le. what was the range of cost premium that was anticipated to be expended for achieving the various certification levels). B. Project Approach 1. Project Planning: Provide a brief narrative addressing how the proposer will provide professional construction services under the Construction Manager at Risk method of delivery for the Project both the pre- construction and construction phases for: (1) Value Engineering (2) Constructability Issues (3) Cost Estimating and Budget Management (4) Quality Control (5) Adherence to Project Schedule (6) Document Tracking and Reporting 2. MWBE Outreach: Describe your approach to encouraging minority participation on this project. Identify your five (5) most successful projects relative to MWBE participation, indicate the percentage achieved and if the MWBE goal was met or exceeded. Describe what strategies were used to make these projects successful. 3. Identify how you will achieve maximum "Local" trade contractor and supplier involvement. 4. Describe how the project team proposes to use technology (Managed Information Control System -MICS) to manage and control the project. Provide your company's experience with using an MICS. DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 5. Describe the CM at Risk's Safety Program and indicate your company's workman's compensation experience mod rate. C. Questionnaire Respondents are required to provide responses to the following questions. Each question is to be listed in italics, followed by the response in normal type style. 1. What are five major issues to be addressed in the development of a detention facility? 2. Provide an overview of your team's philosophy in the construction of a major public building. 3. Describe how environmental friendly and energy efficient features were incorporated into the four (4) most similar projects listed in your response. 4. Describe the team's approach to maintenance considerations during the design and construction phases of a project. 5. Explain the firm's procedures for document quality control and coordination of the various trades in the review of design documents and specifications. Also, explain the same coordination of trades in the GMP Development and Construction Phase. 6. Describe procedures you use to review and consider product substitutions. 7. Describe how the team would provide cost management services on this project using the CM at Risk delivery method. How would you reconcile differences between your cost estimates and those prepared by the Design Team? Provide the cost model format used on one of the four similar completed projects listed in your response. 8. Explain the management tools, techniques and procedures the firm uses to monitor and maintain the construction phase schedule. 9. Describe your approach to the collaboration with the County and the Design Team relative to project design and materials /systems research that will assure the functional, aesthetic, and quality requirements are satisfactorily addressed for this project. 10. How do you manage the time and quality aspects of the process of reviewing and approving subcontractor submittals, clarification requests, issuance of bulletin drawings, development of cost proposals, identification and justification of change orders, payment requests, commissioning, final inspections and assembly of the project close -out documents? 11. How do you manage project close out in a manner that quickly provides for occupancy with minimal punch list items and warranty issues? 12. Describe your team's commitment to the success of this project and why you believe your assembled team is the best choice for this project. 13. Describe your value engineering process. 14. Describe how responsibilities as a CM at Risk differ from responsibilities as a General Contractor. D General (these documents do not count toward the 40 page maximum) 1.Please complete the attached Contractor's safety record and include it with your submittal. 2. North Carolina law imposes E- Verify requirements on contractors who enter into certain contracts with state agencies and local governments. Legislation specifically prohibits governmental units from entering into certain contracts "unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the General Statutes." (Article 2 of Chapter 64 establishes North Carolina's E- Verify requirements for private employers). It is important to note that the verification requirement applies to subcontractors as well as contractors. The new laws specifically prohibit governmental units from entering into contracts with contractors who have not (or their subs have not) complied with E- Verify requirements. Complete the attached affidavit, and include it with your submittal. VI. DUE DATE FOR SUBMITTING PROPOSALS Fully complete, sign, notarize and submit the "Certification Form" included as Exhibit A to this RFQ. DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Eight (8) complete packages must be received at the following address by 4:00 pm, on May 23, 2018, to be considered. Proposals will be submitted to: "Orange County Proposal CMAR RFQ #5249" Attn: David Cannell, Purchasing Agent. 200 S Cameron Street, Hillsborough, NC 27278 VII. GENERAL COMMENTS OR CLARIFICATIONS A. Any cost incurred by respondents in preparing or responding to this RFQ shall be the respondents' sole responsibility. B. All responses, inquiries or correspondence relating to this RFQ will become the property of Orange County when received (subject to Section X - Confidentiality of Documents). C. Orange County has sole discretion and reserves the right to reject any and all responses received with respect to this RFQ and to cancel the RFQ process at any time prior to entering into a formal agreement. The County reserves the right to request additional information or clarification of information provided in the response without changing the terms of the RFQ. In the event a contract cannot be negotiated with the best qualified firm the County reserves the right to terminate negotiations with that firm and initiate negotiations with the next best qualified firm. D. Respondents are advised to refrain from contact with The Board of County Commissioners or County Management. All inquiries regarding this RFQ are to be directed to David Cannell 919 - 245 -2651 or dcannell(a-orangecountync.gov (preferred). All questions or requests for clarification must be received by email no later than Tuesday, November 3, 2015. VIII. SELECTION PROCESS Orange County will review all submitted qualifications packages that comply with the requirements contained within this document. The criteria by which the packages will be evaluated include: 1. Experience and successful completion of detention facilities or prison projects (North Carolina preferred) 2. Experience and ability of key personnel. 3. Understanding of CMAR delivery method and ability to successfully complete the expected scope of work on schedule and within budget. 4. Proximity of CMAR to project location. 5. Past success with and plan for maximizing local and minority participation. 6. Financial Strength 7. Feedback from client references IX. CONFIDENTIALITY OF DOCUMENTS In general, documents that are submitted as part of the response to this RFQ will become public records, and will be subject to public disclosure. North Carolina General Statutes Section 132 -1.2 and 66 -152 provide a method for protecting some documents from public disclosure. If the CM at Risk Team follows the procedures prescribed by those statutes and designates a document "confidential" or "trade secret ", the County will withhold the document from public disclosure to the extent that it is entitled or required to do so by applicable law. If the County determines that a document that the CM at Risk Team has designated "confidential" or "trade secret" is not entitled to protection from public disclosure, the County will provide notice of that determination to the contact person designated by the CM at Risk Team, in any reasonable manner that the County can provide such notice, at least five business days prior to its public disclosure of the document. If the CM at Risk Team does not designate anyone to receive such notice, or if, within five business days after the designated person receives such notice, the CM at Risk Team does not initiate judicial proceedings to protect the confidentiality of the document, the County will not have any obligation to withhold the document from public disclosure. By submitting to the County a document that the CM at Risk Team designates as "confidential" or "trade secret ", the CM DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 at Risk Team agrees that in the event a third party brings any action against the County or any of its officials or employees to obtain disclosure of the document the CM at Risk Team will indemnify and hold harmless the County and each organization's affected officials and employees from all costs, including attorney's fees, incurred by or assessed against any defendant, of defending against such action. The CM at Risk Team also agrees that at the County's request the CM at Risk Team will intervene in any such action and assume all responsibility for defending against it, and that the CM at Risk Team's failure to do so will relieve the County of all further obligations to protect the confidentiality of the document. EXHIBIT A Certification Form (Provide separate Certification for each Joint Venture or Partnership entity) **COMPANY NAME ** * *SEAL ** I HEREBY CERTIFY THAT THE INFORMATION CONTAINED IN THIS RESPONSE TO THE REQUEST FOR PROPOSALS IS CORRECT AND TRUTHFUL TO THE BEST OF MY KNOWLEDGE AND BELIEF. This the _ day of , 2015. By: Title License number under which the project will be executed: DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Name license number above is held in: STATE OF COUNTY OF I, a Notary Public in and for the County and State aforesaid, do hereby certify that personally came before me this day and acknowledged that he is of and by that authority duly given and as an act of the foregoing instrument was signed by As, attested by him /herself as Secretary, and sealed with the common seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal this the _day of , 2018. Notary Public My commission expires: DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 STATE OF NORTH CAROLINA ORANGE COUNTY * * * * * * * * * * * * * * * * * * * * * * * * ** AFFIDAVIT the individual attesting below), being duly authorized by and on behalf of (the entity bidding on project hereinafter "Employer ") after first being duly sworn hereby swears or affirms as follows: 1. Employer understands that E- Verify is the federal E- Verify program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law in accordance with NCGS §64- 25(5). 2. Employer understands that Employers Must Use E- Verify. Each employer, after hiring an employee to work in the United States, shall verify the work authorization of the employee through E- Verify in accordance with NCGS §64- 26(a). 3. Employer is a person, business entity, or other organization that transacts business in this State and that employs 25 or more employees in this State. (mark Yes or No) a. YES or b. NO 4. Employer's subcontractors comply with E- Verify, and if Employer is the winning bidder on this project Employer will ensure compliance with E- Verify by any subcontractors subsequently hired by Employer. This day of , 201_. Signature of Affiant Print or Type Name: State of North Carolina Orange County D Signed and sworn to (or affirmed) before me, this the o day of , 2014. v' z My Commission Expires: v v' 11 -- Notary Public °' DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Section I: General Government and Administration Policy 10.0: Living Wage Contractor Policy Reviewed by: County Attorney /County Manager Approved by: County Manager Original Effective Date: July 1, 2017 Revisions: Policy Statement It is the policy of Orange County to ensure its employees, and all individuals who provide services for Orange County, are paid a living wage. Purpose To encourage all vendors and contractors to pay a living wage to all employees who perform work pursuant to a contract with Orange County. Applicability Applies to all Orange County contracts and purchases. Policy 10.1 Living Wage 10.1.1 Orange County is committed to providing its employees with a living wage and encourages all contractors and vendors doing business with Orange County to pursue the same goal. Orange County's living wage is $13.75 per hour. To the extent possible, Orange County recommends that contractors and vendors seeking to do business with Orange County provide a living wage to their employees. 10. 1.2 Prior to final execution of a contract with Orange County all contractors and vendors seeking to do business with Orange County shall submit to the County's representative a statement indicating whether those employees who will perform work on the Orange County contract are paid at least the living wage amount set out above. If such employees do not make at least the living wage amount set out above the contractor or vendor shall indicate in the statement the actual amount paid to such employees. For bid projects this statement should be submitted as part of the bid packet. This policy may be reviewed annually and updated as needed by the Manager's Office DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 f P, Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) MAY 23, 2018 1 B O R D E A U X Construction Company, Inc DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) ' 0 May 23, 2018 Mr. David Cannell Purchasing Agent Orange County 200 S. Cameron St. Hillsborough, NC 27278 RE: Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Statement of Qualifications Dear Mr. Cannell, Thank you for the opportunity to present our proposal to provide Construction Management at Risk services for the new Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base project. Our Executive Summary on the following pages outlines the unique qualities that make Bordeaux Construction perfectly suited for this project. Enclosed please find eight (8) copies of the Statement of Qualifications. Once again, thank you for the opportunity to present our qualifications and intentions. The principle office that will be supporting this project is located at 135 E. Martin St. Suite 101, Raleigh, NC 27601. Should you have any questions or require additional information, please contact me at (919) 418.4888 or by email at blair@bordeauxconstruction.com. Very truly yours, Bordeaux Construction Company, Inc. J. President OUR= DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r EXECUTIVE SUMMARY The Bordeaux Strategic Vision Bordeaux Construction was founded in Durham, North Carolina in 1978 by Joseph T. Bordeaux, Sr. with a simple goal of providing quality construction services to public municipal clients. While the construction industryand complexityof projects have changed significantly since then, Bordeaux Construction still maintains the same consistent goal of being a valuable resource to local, state, and federal public clients. A satellite office in Wilmington, North Carolina was founded in 2014 to further solidify the Bordeaux Construction presence across North Carolina. In 2016, our headquarters were relocated to Raleigh, North Carolina to better focus on Construction Manager at Risk delivery. Our vision is to leverage our qualification based experience in North Carolina to benefit the municipal clients that we serve. Our Experienced Project Team Our proposed Project Manager, Blair Bordeaux, will be the overall project team leader from the inception through final completion. Blair has an impressive background in both Correctional projects in North Carolina and experience building in Orange County. Blair's notable accomplishments are augmented by the comprehensive knowledge of Kevin Sowter, proposed Project Superintendent. Blair has completed several successfuljail projects including Chatham County Detention Center, Bladen County Detention Center and the Chatham Youth Detention Center. Kevin successfully completed the Orange County Justice Expansion project and is currently working on the UNC Kenan Laboratory Renovations; a complex mechanical systems project in Chapel Hill. Blair and Kevin are complemented with highly qualified support staff including Preconstruction Manager/ Estimator,John Witcher, and Virtual Construction and Building Systems Group Manager, Matt Miller. The combined project team is a unique blend of strengths that will provide value to Orange County in the construction of the proposed new Detention Facility, Environment & Agriculture & Park Operations Base project. Please see Key Personnel for resumes and a combined organizational chart for the proposed project team. Local and Minority Participation We understand the financial impact a project of this magnitude will have on Orange County. As the Construction Manager on the new Detention Center, we will serve as your agent to: (1) hold local outreach sessions to generate subcontractor trade interest and educate those trades on the CM at Risk bidding process, (2) develop bid packages with the goal of breaking work elements down into scopes that are suited to allow local and minority firms to fairly compete for work on the project, and (3) leverage almost four decades of relationships with subcontractors and vendors to provide the best pricing for the Orange County project. Bordeaux Construction is committed to providing all employees with a living wage as outlined by Orange County. We believe our employees are our greatest asset and will work with all subcontractors to ensure they are pursuing the same goal. In fact, we are proud that 100% of Bordeaux Construction employees rates of pay exceed the Orange County living wage. We are prepared to advocate and implement alongside Orange County for the Orange County Detention Facility and EAC project. Bordeaux will maximize HUB participation through the community outreach sessions and subcontractor prequalification during the preconstruction phase. Our experience working in Orange Countyforthe last 20 +years will allow us to maximize the participation of Orange County firms. Experience with CM at Risk Work Bordeaux Construction has extensive experience with CMAR projects and even more importantly with client's first experience with Construction Manager at Risk as a delivery method. Granville County, Brunswick County Public Schools, Brunswick County and Bladen County have all selected Bordeaux for their first project utilizing the CM at Risk Delivery method. From the first Project Kick -off Meeting, Bordeaux will take the lead with the new project team (owner, County staff, design team, construction manager), in order to develop models for each of the most critical aspects of the project: cost and schedule. One of the most valuable services that we will provide is to educate and walk Orange County staff that may not be familiar with Construction Management at Risk delivery through the process. Committed to Your Success Serving as both the Project Manager and Project Executive, Blair Bordeaux, is the senior executive with the authority to act on behalf of Bordeaux Construction in all matters. Blair has over 14 years of experience including seven public CMAR projects totaling over $100M in revenue and seven Correctional projects in North Carolina. Our commitment to the success of the Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base project puts our depth of resources at your disposal. DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r WHAT'S INSIDE 4 Executive Summary TAB A QUALIFICATIONS AND EXPERIENCE 1. CMaR Team 2. Firm Profile 3. CMaR Services 4. Current Projects 5. Project Experience a. Bladen County Detention Center b. Chatham County Detention Center c. Harnett County Detention Center d. Sampson County Law Enforcement Center e. Orange County Justice Expansion f. Montgomery County Jail g. Hoke County Jail Expansion 6. Staffing Resources 7. Financial Stability 8. Legal History 9. Project Team TAB IS PROJECT APPROACH 1. Project Planning 2. MWBE Outreach 3. Local Involvement 4. Technology 5. Safety Program TAB C QUESTIONNAIRE TAB D GENERAL 1. Contractor's Safety Record 2. E- Verify Affidavit TAB E AFFIDAVIT A 4 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r QUALIFICATIONS AND EXPERIENCE 1. CMAR TEAM Bordeaux Construction. Built with Purpose. a. The firm providing the bond for the project. Bordeaux Construction will be providing the bond for the project. b. Organizational chart depicting all key staff and their roles proposed for the project. An organizational chart has been provided in Section 9.a. Proposed Project Team. The roles of key staff members and each firm are indicated in this section. c. Identify current assignments for each staff member and their availability to work on this project. Current assignments for all key staff members are included in Section 9.a. Proposed Project Team. d. If CMR team consists of more than one firm, provide Joint Venture agreement and identify percent controlling interest of each Joint Venture firm. N/A Our Mission Here at Bordeaux Construction Company, we strive to build state of the artfacilities and focus on building strong relationships with our clients, as well. We believe in our proven process to deliver uncompromised, quality work with a focus on safety and client satisfaction. We firmly maintain safety as our first priority. We have surpassed over 80,000 man -hours without injury on our jobsites so far in st R o a u x 2018.Our commitment on every job is to ensure that every team member goes Construction Company, Inc. home safely to their families at the end of the day. Organization Structure Our History S Corporation The company's continued growth has been achieved by maintaining our roots as a family oriented firm. Bordeaux Construction was founded in 1977 by Joseph Corporate Partners and Agnes Bordeaux with their sons, Tom and David Bordeaux, joining the team President: J. Blair Bordeaux, P.E. to expand operations. The company was incorporated in 1978 and the legacy Vice President: Ben Warren lives on with Tom's son Blair, who was named President in 2016. Ben Warren, named Vice President in 2014, has been with the company for over 13 years. Corporate Headquarters 135 E. Martin St., #101 Based in Raleigh with a regional office in Wilmington, the company today Raleigh, NC 27601 completes projects across North Carolina. In the past 30 years, Bordeaux Construction has completed over $900,000,000 worth of construction projects Corporate License and grown from a modest beginning to a leading ENR Southeast Top 100 NC GC License No. 9266 -U Contractor. Website Our Legacy bordeauxconstruction.com Our use of cutting -edge technologies such as Building Information Modeling (BIM), field tablets, and web -based collaboration tools, enable enhanced Primary Contact communication between all project stakeholders. We continue to use our J. Blair Bordeaux, P.E., President experience as a learning tool for our team and encourage continued education 919.418.4888 (m) in all fields. 919.220.1141 (o) blair@bordeauxconstruction.com We believe that communication is key to the successful completion of any project. We strive to build strong relationships with each of our clients and are proud to not only earn their letter of recommendation, but also repeat business. Bordeaux Construction can be depended on to successfully deliver even the most complex of projects. Bordeaux Construction. Built with Purpose. a. The firm providing the bond for the project. Bordeaux Construction will be providing the bond for the project. b. Organizational chart depicting all key staff and their roles proposed for the project. An organizational chart has been provided in Section 9.a. Proposed Project Team. The roles of key staff members and each firm are indicated in this section. c. Identify current assignments for each staff member and their availability to work on this project. Current assignments for all key staff members are included in Section 9.a. Proposed Project Team. d. If CMR team consists of more than one firm, provide Joint Venture agreement and identify percent controlling interest of each Joint Venture firm. N/A DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r QUALIFICATIONS AND EXPERIENCE 2. PROFILE OF CMAR FIRM(S) Firm Name: Bordeaux Construction Company, Inc. Address: 135 E. Martin St., #101 Raleigh, INC 27601 Phone: 919.220.1141 Fax: 919.220.1147 Key Executive: J. Blair Bordeaux, P.E. blair @bordeauxconstruction.com Corporate License: INC GC License No. 9266 Office Locations: Raleigh, North Carolina 24 Employees Wilmington, North Carolina 16 Employees Corporate Office: Raleigh, North Carolina Corporate History: • First organized in 1978 • North Carolina Corporation • Providing Construction Services for 40 years • 2017 $42,541,010 26 Projects • 2016 $57,878,500 19 Projects • 2015 $38,693,000 18 Projects • 2014 $40,193,464 19 Projects • 2013 $34,378,986 18 Projects • State of Incorporation: North Carolina • President &Treasurer: J. Blair Bordeaux, P.E. • Vice President of Operations: Benjamin Warren 3. CONSTRUCTION MANAGEMENT AT RISK SERVICES frrtv�ltay $Hard rurtYantralaLL U14 I. id 9"Mw 9*1 .�.,•w.,.. CMS., . :�� (�rctrral LatctrarSitttt uhe.5hl. T —fta.l a"/. �mw..a huuY.a ..3. LLartUai�v.4 - y'���( �J,�� � i 4�. �M.MONIMI.l.•UIIMpJ �T a. Provide the number of years the company has provided Construction Management at Risk /Design -Build related services. Bordeaux Construction Company has provided Construction Management at Risk and Design -Build related services since 2007. C.7 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r QUALIFICATIONS AND EXPERIENCE 3. CONSTRUCTION MANAGEMENT AT RISK SERVICES b. Provide a list of projects with construction cost completed within the past 10 years in which the firm was the CMAR or Design - Builder. Project Name Brunswick County Department of Social Services w f North Brunswick High School Addition Bladen County Detention Center Brooks Elementary School UNC Kenan Renovations Rocky Mount Academy UNCW Boseman Softball Stadium Wake Technical Community College - Ready Hall (Currently in Preconstruction) Durham Technical Community College - Newton Building (Currently in Preconstruction) Granville County Detention Center (Currently in Preconstruction) Location Contract Value Scheduled /Actual Completion Bolivia, NC $6,584,842 11/22/2009 9/28/2009 Leland, NC $5,161,840 6/30/2016 6/30/2016 Elizabethtown, NC $16,533,982 7/2017 7/2017 Raleigh, NC $20,680,155 8/2017 8/2017 Chapel Hill, NC $19,576,281 6/2018 6/2018 Rocky Mount, NC $2,536,864 12/2017 12/2017 Wilmington, NC $956,376 1/2018 1/2018 Durham, NC $10,000,000 9/2019 (est) $21,000,000 Durham, NC (est) 8/2020 Oxford, NC $21,000,000 4/2020 (est) 4. CURRENT PROJECT COMMITMENTS a. Provide a list of all the company's current "Construction Manager at Risk" or "Design-Build" project commitments including the name, location and time frame to complete. b. Provide contact names, telephone numbers and email for the Owner and Lead Designer for each project. Project Name UNC Kenan Renovations Wake Technical Community College - Ready Hall (Currently in Preconstruction) Durham Technical Community College - Newton Building (Currently in Preconstruction) Granville County Detention Center (Currently in Preconstruction) Location Contract Value Chapel Hill, NC $16,093,343 Durham, NC $10,000,000 (est) Durham, NC $21,000,000 (est) Oxford, NC $21,000,000 (est) 7 Scheduled/ Actual Completion 6/2018 12/2018 9/2019 8/2020 4/2020 Owner UNC Chapel Hill Greg Driver 919.843.0456 WTCC Garion Bunn 919.866.5534 DTCC Matt Williams 919.536.7200 Moseley Architects Dan Mace 704.540.3755 Architect McKim & Creed, Inc. Matt Daves 919.233.8091 Davis Kane Architects Roby Stevenson 919.833.3737 O'Brien Atkins Steven Harris 919.941.9000 Granville County Scott Phillips 919.603.1425 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r QUALIFICATIONS AND EXPERIENCE 4. CURRENT PROJECT COMMITMENTS c. Construction Manager, CM at Risk or Construction Contract Defaults -List all incidents where the proposer has been considered in default, suspended or terminated for cause. Include all incidents where the proposer abandoned or did not fully complete any project, including any warranty period work. Attach an explanation of each mater, including name and location of the project, the name and address of the owner's representative and all pertinent details of the default, suspension, or termination. Bordeaux Construction has successfully completed all awarded projects and has never been considered in default, suspended, or terminated for cause including warranty period work in or 40 year history. 8 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) 'a QUALIFICATIONS AND EXPERIENCE S. DETENTION CENTER EXPERIENCE Provide a list of five (5) completed or at least (50 %) completed projects that demonstrate the firms construction management experience with local detention facilities and prisons. Bladen County Detention Center Elizabethtown, North Carolina Bladen County Detention is a 67,000 sf combination of 225 bed Detention Center, Law Enforcement Center, and Emergency 911 call center for Bladen County, North Carolina. The detention center was the first CM at Risk delivery for Bladen County. The Detention area includes vehicular sally -port, intake and booking, detention dayrooms and cells, centralized control room, magistrate's offices, kitchen, video visitation and video arraignment, and medical wing. The Law Enforcement area includes Sheriff's offices, training rooms, and evidence storage. The E -911 call center includes space for (6) 911 call stations, and associated equipment. The structure is primarily load bearing CMU with steel barjoists and low sloped roof. Exterior veneer is brick and accent architectural CMU water table. Mechanical systems consist of package roof top units including smoke control for 1 -3 Occupancy areas. Electrical system includes emergency generator, lighting control, fire alarm, and lightning protection. The fire suppression systems include both wet and interlocked pre- action with pneumatic release for 911 call center server room. The detention area housing consists of 105 pre- fabricated steel cells stacked 2- stories. Pre - fabricated cells are shipped with lights, penal fixtures, HVAC grilles, final paint, toilet accessories. By fabricating cells in an assembly line fashion in a controlled environment, pre- fabrication allows better quality control and the ability to expedite schedule. An estimated two months of project schedule were saved through pre- fabrication and BIM modeling. W Owner: Greg Martin Bladen County 106 E. Broad St., #105 Elizabethtown, NC 28337 Phone: 910.862.6701 Architect: Jason Hopkins Moseley Architects 11430 North Community House Road, Suite 225 Charlotte, NC 28277 Phone: 704.540.3755 Contract Type: Construction Management at Risk Original Contract Amount: $16,533,982 Final Contract Amount: $16,591,549 *Project added sewage grinder required by town. $24K of unused contingency returned. Schedule: Days Allowed: 426 Calendar Days Scheduled Completion August 21, 2017 Actual Completion August 21, 2017 Project Manager: J. Blair Bordeaux, P.E. Proposed PM for Orange County Superintendent: Ben Brisson MBE Participation: 10.2% Preconstruction Fee: $53K CM Fees: 3.4% General Conditions: 5.9% DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r QUALIFICATIONS AND EXPERIENCE S. DETENTION CENTER EXPERIENCE "W1 tj I !� �a a Chatham County Detention Center A 65,000 square foot Detention Center with housing for up to 120 inmates. The facility includes booking area with three safe cells, kitchen, two control rooms and a shell space for the potential to add housing for 40 more inmates. The facility also includes training and administration areas. 12 visitation video booths are included for outside visitors to visit with inmates. The facility is built on a 11 acre site and consists of a masonry load bearing structure with hollow -core precast concrete roof and floor planks for the detention area, steel roof joists and metal deck for the remainder of the building, with a brick veneer and a TPO roof. "Working with Bordeaux has been a distinct pleasure. Their attention to detail along with being proactive and willing to work in a fluid manner has been a huge help in my ability to manage the project much more efficiently regarding both time and money. It has been nice to work with a group that is definitely more concerned about their projects than just getting started, doing the work, turning over, and moving on. Bordeaux has truly become a partner with Chatham County." Brian Stevens Chatham County Facilities Management Director 919.545.8535 Preconstruction Services: Constructability review and value engineering. Construction Services: Constructability review, interdisciplinary coordination study, project tracking and reporting, RFls, submittal review and coordination, quality control, project scheduling, BIM (clash detection only), sustainable construction, HUB outreach and participation documentation, sales tax reporting. 1[$] Pittsboro, North Carolina Owner: Brian Stevens Chatham County 12 East Street Pittsboro, NC 27312 Phone: 919.545.8535 Architect: Frank Randel Hemphill - Randel Associates, Inc. 4425 Randolph Road, Suite 302 Charlotte, NC 28211 Phone: 704.365.3636 Contract Type: Single Prime Contract Original Contract Amount: $13,481,500 Final Contract Amount: $14,294,063 *Consisted of Owner requested items. Project finished within owner controlled contingency. Schedule: Days Allowed: 546 Calendar Days Scheduled Completion: January 7, 2015 Actual Completion: January 7, 2015 Project Manager: J. Blair Bordeaux, P.E. Proposed PM for Orange County Superintendent: Matt McArthur MBE Participation: 10% Preconstruction Fee: 0% CM Fees: 4% General Conditions: 5% DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r QUALIFICATIONS AND EXPERIENCE S. DETENTION CENTER EXPERIENCE Harnett County Detention Center A new 106,562 jail and law enforcement center. The jail is a 300 -bed facility and includes booking with vehicular sally port, medical wing, full kitchen and laundry, magistrates offices and administration fqlllpn i offices. The law enforcement center is a two - story building which houses a vehicle bay, armory, evidence storage, labs, fitness rooms and a locker room with showers. Both buildings are CMU bearing walls and steel supporting structures. The exterior walls are comprised of steel stud and reinforced CMU partitions. "Based on my experience as Construction Manager for Harnett County over the past 7 9 years, I would highly recommend Bordeaux Construction for consideration of any job where expectations are high. As you know, a detention center is a very complex project. /am extremely pleased and proud of our facility." -Wm. A. (Tony) Wilder Deputy County Manager 910.893.7555 Preconstruction Services: Constructability review and value engineering Construction Services: Constructability review, interdisciplinary coordina- tion study, project tracking and reporting, RFls, submittal review and coordi- nation, quality control, project scheduling, BIM (clash detection), sustainable construction, HUB outreach and participation documentation, sales tax reporting. Lillington, North Carolina Owner: Tony Wilder Harnett County 102 E. Front Street Lillington, NC 27546 Phone: 910.893.7555 Architect: Dan Mace Moseley Architects 11430 North Community House Rd. Suite 225 Charlotte, NC 28277 Phone: 704.540.3755 Contract Type: Single Prime Contract Original Contract Amount: $ 21,456,440 Change Order Amount: $286,180.00 Final Contract Amount: $21,742,620 *Project finished within owner controlled contingency. Schedule: Days Allowed: 660 Calendar Days Scheduled Completion: March 6, 2009 Actual Completion: March 6, 2009 Project Manager: J. Tom Bordeaux Superintendent: Milton Boyette MBE Participation: 12% Preconstruction Fee: 0% CM Fees: 3.6% General Conditions: 7.5% DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) QUALIFICATIONS AND EXPERIENCE S. DETENTION CENTER EXPERIENCE Sampson County Law Enforcement Center A new 80,000 square foot, steel frame, brick veneer building with security housing, booking and a vehicular sally port. A fully equipped kitchen, magistrates office, Sheriff's office and a full detention electrical system with pneumatic hardware were included in the scope of work. This project included extensive site work, including utilities, a new roadway and landscaping. To Whom II May Concern, I am pleased to write this letter of reference for Bordeaux Construction Company, and I unequivocally recommend them for your Construction Project, regardless of complexity. Bordeaux has served as our General Contractor recently for several INC Detention Justice Projects including the new Harnett County Law Enforcement Facility and the new Sampson County Law Enforcement Facility. Each project was highly complex, involving many different trades, security electronics and detention equipment installations that require a high level of skill and quality in terms of installation and coordination. In all the projects that Bordeaux has constructed for my clients, they have completed the projects on or ahead of schedule to the owner's satisfaction. They pride themselves with excellent masonry work as well — a very welcome strength in today's marketplace. The projects we have worked with Tom Bordeaux's firm have all been exemplified by a spirit of teamwork and a "can -do' attitude. They offered cost - savings ideas that worked to the owners benefit, and were responsible communicators to the owner and design team. I consider them at ft very top of construction companies that I have worked with in my career If I can provide additional information, please do not hesitate to contact me and I will be happy to discuss. Sincerely, Dan Mace, AIA, LEEOap Vice President Moseley Architects Preconstruction Services: Constructability review and value engineering. Construction Services: Constructability review, interdisciplinary coordination study, project tracking & reporting, RFls, Submittal review & coordination, Quality Control, Project Scheduling, BIM (Clash Detection), Sustainable Construction, HUB outreach and Participation documentation, Sales Tax Reporting lip) Clinton, North Carolina Owner: Jimmy Thornton Sampson County 435 Rowan Road Clinton, North Carolina 28328 Phone: 910.592.4141 Architect: Dan Mace Moseley Architects 11430 North Community House Road Gibson Building, Suite 225 Charlotte, North Carolina 28277 Phone: 704.540.3755 Contract Type: Single Prime Contract Original Contract Amount: $8,914,500 Final Contract Amount: $9,206,697 Project completed within owner controlled contingency. Schedule: Days Allowed: 600 Calendar Days Days Added by Change Order: 64 Calendar Days Scheduled Completion: April 1, 2007 Scheduled Completion: April 1, 2007 MBE Participation: 7% Project Manager: Tom Bordeaux Superintendent: Milton Boyette Preconstruction Fee: 0% CM Fees: 3% General Conditions: 7% DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r S. DETENTION CENTER ExPERIENCE QUALIFICATIONS AND EXPERIENCE Orange County Justice Expansion New Construction: The new Courthouse consists of a 3- story, 45,000sf addition for the new sheriff's department offices, clerk of court's offices and new court rooms. HVAC systems include new geothermal well field ground loops used for mechanical system heating and cooling, DDC controls and a mechanical mezzanine for HVAC units. This project also contains a fully sprinkled facility with complete fire alarm and security systems. The construction of the new facility took eighteen (18 months) from Notice to Proceed Renovations: Renovations of the existing courthouse consist of demolition and upfit of the 30,000sf existing courthouse. HVAC systems were removed and replaced with new HVAC units. New ductwork and new mechanical piping including future tie - ins for the geothermal well loops were installed for future HVAC unit additions. Updated life safety of the facility included new fire alarm systems and emergency lighting. Restrooms were demolished and upfitted with new finishes, plumbing and electrical fixtures. The newly �F renovated courthouse is home for 1< district attorneys' offices and county _ s government offices. _ �' ■ a is Sitework: The site of approximately 5 acres included new parking areas for county employees, 1/2 mile paved _ river walk along the Eno River, 1/4 mile walking trails (Chapel Hill gravel) along the Eno River and a 3,000sf covered open air farmer's market which received a preservation award from the Town of Hillsborough's historical society. The existing stone walls were removed during the site grading portion of the project and re -used throughout the site for landscaping and retaining walls. Preconstruction Services: Constructability review and value engineering. Construction Services: Constructability review, interdisciplinary coordination study, project tracking & reporting, RFIs, Submittal review & coordination, Quality Control, Project Scheduling, BIM (Clash Detection), Sustainable Construction, HUB outreach and Participation documentation, Sales Tax Reporting W Hillsborough, NC Owner: Orange County 200 S. Cameron St Hillsborough, NC 27278 Jeff Thompson Phone: 919.732.8181 Architect: Corley, Redfoot, Zack, Inc. 222 Cloister Ct. Chapel Hill, NC 27514 Ken Smith Phone: 919.401.8586 Contract Type: Single Prime Contract Original Contract Amount: $10,076,838 Final Contract Amount: $10,383,975 Schedule: Construction Began: Contract Substantial Completion: December 2009 Actual Substantial Completion: April 2010 Scope was added to bring existing building up to code. MBE Participation: 13% Project Manager: Chad Lloyd Superintendent: Kevin Sowter Proposed Superintendent for Orange County Preconstruction Fee: 0% CM Fees: 5% General Conditions: 7% DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r QUALIFICATIONS AND EXPERIENCE 5. DETENTION CENTER EXPERIENCE 170PIP'" r I� New 31,910sf jail containing 60 housing units, booking/ intake with vehicular sallyport, a medical unit, a food warming area, laundry, Magistrate's office and public lobby with administrative areas. The jail is a complete detention facility that has the capacity to train staff along with facilities to allow for the expansion of up to 150 housing units. Drdeaux Construction worked diligently and professionally on ,s project and produced a Jail that Montgomery County is proud own. Bordeaux Construction exceeded our expectations in cost tainment and building quality." -Jeff Jorda Montgomery County Sheri 910.572.131 Preconstruction Services: Constructability review and value engineering. Construction Services: Constructability review, interdisciplinary coordination study, project tracking & reporting, RFls, Submittal review & coordination, Quality Control, Project Scheduling, BIM (Clash Detection), Sustainable Construction, HUB outreach and Participation documentation, Sales Tax Reporting WE Montgomery County Jail Troy, North Carolina Owner: Jeff Jordan Montgomery County PO Box 425 Troy, NC 27371 Phone: 910.540.3755 Architect: Dan Mace Moseley Architects 11430 North Community House Rd., Ste. 225 Charlotte, NC 28277 Phone:704.540.3755 Contract Type: Single Prime Contract Original Contract Amount: $8,282,400 Final Contract Amount: $8,715,209 *Project finished within owner controlled contingency. Schedule: Days Allowed: 450 Calendar Days Days Added by Change Order: 0 Calendar Days Scheduled Completion: May, 2009 Actual Completion: May, 2009 MBE Participation: 6% Project Manager: Blair Bordeaux, P.E. Proposed PM for Orange County Superintendent: Lewis Evans Preconstruction Fee: 0% CM Fees: 3.25% General Conditions: 6.5% DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r QUALIFICATIONS AND EXPERIENCE S. DETENTION CENTER EXPERIENCE Construction of a 37,750 square foot law enforcement center consisting of a single story masonry building with steel frame as well as a two story area. The project scope included security housing, kitchen, vehicular sally port, administration offices and the Sheriff's office. Preconstruction Services: Constructability review and value engineering. Construction Services: Constructability review, interdisciplinary coordination study, project tracking & reporting, RFIs, Submittal review & coordination, Quality Control, Project Scheduling, BIM (Clash Detection), Sustainable Construction, HUB outreach and Participation documentation, Sales Tax Reporting IE1 Hoke County Jail Addition Raeford, North Carolina Owner: Dennis Baxley Hoke County The Pratt Building 227 North Main Street Raeford, North Carolina 28376 Phone: 910.875.4127 Architect: Dan Mace Moseley Architects 11430 North Community House Rd., Ste. 225 Charlotte, North Carolina 28277 Phone:704.540.3755 Contract Type: Single Prime Contract Original Contract Amount: $7,548,000 Final Contract Amount: $7,786,426 *Project finished within owner controlled contingency. Schedule: Days Allowed: 630 Calendar Days Days Added by Change Order 0 Scheduled Completion: October 9, 2008 Actual Completion: October 2, 2008 MBE Participation: 3% Project Manager: Chad Lloyd Superintendent: Greg Larson Preconstruction Fee: 0% CM Fees: 4% General Conditions: 11 % DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: tl QUALIFICATIONS AND EXPERIENCE S. DETENTION CENTER EXPERIENCE Burr Pran Gates AsM1e y Stakes Rmkingham CasweY Person * In Warren w NorYM1am HeMO Ca eLurri G—a vF Pa s9u Watauga Nukes Halifax Jr Yadkin F—ffi Ave �F Guilford �a� 0ran9 Fr klin Beme Dania Caldwell Nwh a Nexand Davie � Edgemmbe Matllmn Iredell Davklson Vv2ke Mahn NksM1ingt° Tyrrell Dare Mcdowell Burke Randolph C.0— W6.s Catawba Rowan �L Bunmmbe ]F Rtt Beaufort Ha wm Swain Llnmin Lee � Johnston Greene Hyde Rulhertord Cabarrus hem Hentlers Clevela Montgom Harnett Wayne Jackson Polk Gaston Slanly Moore Macklenb Lenoir Craven Mamn TransyNa is N.11 c Clay H.k. Cumbedan � Jones Npl, Bmtlan '�' arteret Ond Robeson Bladm Pender Columbus N H r Brunswick Detention and Law Enforcement Experience In North Carolina Bordeaux /Moseley Detention Center Project Proposed Orange County Detention Facility Site Bordeaux Construction Office Wei DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r QUALIFICATIONS AND EXPERIENCE 6. STAFFING RESOURCES List the number of full -time personnel, by discipline, within your company located in the office(s) that will provide support for the proposed project. Bordeaux Construction has 40 employees. Bordeaux Construction Company, Inc. Administrative (a) Executive Management 2 (b) Business Development and Marketing 2 (c) Human Resources 1 Accountants 1 Clerical 3 Project Managers 5 Project Engineers 4 Architects 0 Supervisors, Foreman or Superintendents 10 Skilled Employees 5 Unskilled Employees 4 Estimators 2 Schedulers 5 Others (Safety Director) 1 Total Number of Full Time Personnel 40 * Our Project Managers also serve as Schedulers. 7. FINANCIAL STABILITY a. Attach an original letter addressed to Orange County from a surety company or its agent licensed to do business in North Carolina verifying the company's capacity to provide adequate performance and payment bonds for this project. An original surety letter has been provided in a separate sealed envelope. Bordeaux Construction requests that the surety letter provided in this envelope not be included in the Public Record and it is considered proprietary. b. Insurance: Provide your limit of excess liability umbrella coverage. An Insurance Certificate has been provided in a separate sealed envelope. Bordeaux Construction requests that the Insurance Certificate provided in this envelope not be included in Public Record and it is considered proprietary. S. LEGAL HISTORY a. Legal history for the past ten (10) years. Bordeaux Construction is proud to be litigation free. iIV1 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) ' 0 QUALIFICATIONS AND EXPERIENCE 9. PROPOSED PROJECT TEAM a. Provide Project Staff Organization Chart (In -house and Consultant team members). Preconstruction John Witcher Preconstruction Manager Brad Bowling Estimator Owner Project Management J. Blair Bordeaux, P.E. Project Manager Matt Miller, P.E. Building Systems/ Virtual Construction Manager Construction Field Supervision Kevin Sowter Project Superintendent b. Provide resumes of each Project Team member. Project team resumes have been included in a Supplemental document. Support Scotty Edwards Director of Safety Matt Miller, P.E. Building Systems/ Virtual Construction Manager c. Submit a confirmation letter stating that the project team members as proposed will be assigned to this project for its duration as long as they remain employed with the firm. Upon notice of intent to award, as an authorized officer of the Bordeaux Construction Company, I confirm our proposed Construction Management Team Members, as stated in the Statement of Qualification and this proposal, commitment for the duration of the Orange County Detention Center. Any changes to the Construction Management Team after award of the project will be submitted to the Owner, Orange County, for approval. . Blai Bordeaux, P.E. 5/23/2018 Date President, Bordeaux Construction Company, Inc. Title IN DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r QUALIFICATIONS AND EXPERIENCE 10. LEED PROJECTS List any projects where LEED (Leadership in Energy and Environmental Design) Certification was pursued. Identify the Certification level pursued (Certified, Silver, Gold or Platinum) and the Certification level finally achieved by each project. Discuss any cost differential analysis performed for the determination of the certification goal levels on your projects. Project Name Northside Elementary School Sandy Ridge Elementary School Snipes Academy of Arts and Design Sunset Beach Fire Station No. 2 Neuse River Waster Water Treatment Facility Certification Level Pursued Gold Silver Gold Gold Silver Certification Level Achieved Platinum Gold Gold Gold Silver Northside Elementary School -The cost premium for Northside for LEED Platinum over non -LEED certified construction was estimated to be in the $300 -500k range. Non - essential sustainable building features include vegetated roof, permeable paving, rainwater re -use, solar hot water, building components for educational purposes, building energy usage dashboard, high performance glazing, FSC Wood products, among others. Sandy Ridge Elementary School -The cost premium for Sandy Ridge to achieve LEED Gold over non -LEED certified construction was estimated to be in the $75 -150k range. Non - essential sustainable building features include rainwater harvesting, FSC lumber, reflective paving, and high performance glazing, and building energy usage dashboard among others. Snipes Academy of Arts and Design -The cost premium for Snipes Academy to achieve LEED Gold over non -LEED certified construction was estimated to be in the $100 -200k range. Non - essential sustainable building features include permeable paving, FSC lumber, Solar Panels, and high performance glazing, among others. City of Raleigh NRWWTP - Project added LEED certification during construction at no additional expense. We assume the designer may have incurred some additional processing expense in addition to the cost for certification with LEED. IM, DocuSign Envelope •: r ID: 04E 136D 1 -507C- 4219 -B F 16- 446F8D2192 F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) PROJECT APPROACH 1. PROJECT PLANNING Provide a brief narrative addressing how the proposer will provide professional construction services under the Construction Manager at Risk method of delivery for the Project both the pre- construction and construction phases. Understanding of the Project The Bordeaux project team will be led by Blair Bordeaux, Project Manager, throughout the project. Blair will act as the team leader and hub of communication during the design and pre - construction phase, construction phase, and through the final warranty period. The Project Org Chart represents our approach to staffing and management, keeping the same staff throughout the project. Bordeaux Construction understands that the Orange County Detention Facilities project has specific challenges. With thorough planning, we will overcome these challenges and ensure that all components of the project are in place before beginning construction. Preconstruction Phase Services The key benefit of the construction management at risk delivery system is that the project benefits from the knowledge and expertise of design and construction personnel during the design phase. The goal during the Fprogram by phase is to work together as a team to maximize the progra by balancing cost and value with functionality and aesthetics. Our team will provide these services as the design progresses. qu a ntity Su rvey Initital Estimate InitialSystem Evaluation Constru cta b i Ity Review Value Management options BIM Executio-n Plan LEER Scorecard Review Logistics Review Value Management Qu a ntity Su rvey Con stru cta bi I ity Review- Detail Evaluation and Development Finalize Va lue Management Opti on s BIM Review Estimate Reconcilitation Constructability Review: Complete Details Bid and Award Trade Packages Guaranteed Maximum Price (GMP) BIM implementation (1) Value Analysis The objective of the Value Analysis process is to provide options for the owner and design team to make informed, value- based decisions that benefit the project. Value Analysis is not cost cutting after the design is complete, but rather a continual process that happens throughout the Preconstruction phase. Our project staff provides value analysis input through our involvement in regular team meetings and through special value analysis review sessions by our staff. Our role is to investigate and suggest viable design alternatives that will avoid unnecessary expenditures and provide improved value and economy. We provide information on the relative cost of various systems or materials so that the owner and architect can make decisions as to the most cost - effective design that meets all functional and aesthetic needs. The formal Value Analysis process is conducted immediately following each estimate validation and approval. During the conceptual program and schematic design phases, value analysis focuses on the major building systems under consideration. In the later part of the schematic phase and during design development, we examine the building subsystems, such as detailed mechanical/ electrical distribution, plumbing systems, interior finishes and other details of the design. oil] DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r PROJECT APPROACH 1. PROJECT PLANNING The Estimator generates, maintains and updates a log of all "best cost solution" recommendations and assigns a value to each idea. The Value Engineering Log contains "Accepted" "Not Accepted "and "Under Review" categories. All "best cost solution" recommendations will be submitted to allow adequate time for such recommendations to be studied, evaluated and, if deemed worthy, incorporated into the design. We include "Accepted" items in the contract documents, discard the "Not Accepted" items, and place "Under Review" items as potential bid alternates until a final decision is made. The owner will have the final authority on the acceptance, rejection or required action date of all Value Engineering or "best cost solution" recommendations. Our team provides continuous constructability analysis, document review, and estimate updates whenever significant changes occur in the project after the schematic design estimate. We track all changes throughout the preconstruction process with the Value Engineering Log. Between estimates, Value Engineering changes are tracked with the Trend Log. We use these standard logs and detailed price sheets to track estimate details and item costs. (2) Constructability Issues The Project Team's overall goal is to produce an architecturally Interdisciplinary Constructability Review: pleasing, fully functional facility that is easy to maintain and operate. Bordeaux's team reviews the design documentation A for clarity, completeness, constructability and coordination. This Clarity and Completeness analysis ensures the drawings are complete and coordinated Y g p Identify ambiguities, inconsisten3es, and missing among disciplines, that construction details are workable, and that design detai Is the building systems are the best for this project. Constructability During the process of preparing each estimate, the Estimator will .AssessEomtruttim effdB,ry,E=_effetive S,,ror6stency collaborate with our Project Manager and Project Superintendent with traderapablities, cnrnple ity and logistic to perform a formal review of the documents. Other members of our team, such as our Mechanical /Electrical /Plumbing (MEP) Coordinaton Estimator and Virtual Construction Manager and Building •Coordination between civil, a rchitectural, structural, Information Modeling expert, also participate in this process. mechffy pote3tialsu comrac documents ork packagifi�tians; g p p p p ide rtify pore rcialsubco rtrac[work package. Each review is tailored to the stage of the design, or the level of document completeness. Each member of the team thoroughly reviews all building components, from site elements to structural systems, exterior enclosures, interiors, and Mechanical /Electrical /Plumbing (MEP) systems. Each member of the team performs an independent review, after which the team gathers to discuss their findings and develop a comprehensive list of comments to feed back to the design professionals. All topics identified in this process are marked up on a set of drawings using Bluebeam Studio software, which are submitted as part of the formal estimate. The Constructability Review document offers a visual representation of request for clarification, along with our proposed recommendation to resolve the question. This provides the design team with potential solutions based on the expertise and experience of our construction team. The entire Project Team can then discuss various options at the next preconstruction meeting and develop the most appropriate solution to benefit the project. The Constructability Review document is updated at each estimate based on the revised status of the contract documents.The Project Manager and Estimator review the current Constructability Review document at each preconstruction meeting to track the status and ensure each matter is resolved in a timely manner.This information is maintained and reported to the A/E and the Owner throughout the preconstruction phase up to the point where the design is deemed "complete" Bluebeam Studio provides common access to document reviews during the preconstruction phase of a project. During construction, we provide a central set of linked construction drawings incorporating potential changes such as Requests for Information and field clarifications. Hyperlinks make each detail easily searchable for the entire team. The benefit to you is immediate access to the most current project data available at all times. (3) Cost Estimating and Budget Management Our Estimating Manager is responsible for the primary deliverables Bordeaux will provide for the project throughout the Preconstruction Phase. During the Kick -Off meeting, the team will confirm the frequency of the estimates we oil DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r PROJECT APPROACH 1. PROJECT PLANNING will provide. This is based on the status of the design documents at the time Bordeaux becomes part of the Project Team. These estimate intervals typically include Schematic /Preliminary, Design Development and Final Construction Working Documents. The Bordeaux Preconstruction Team prepares detailed project estimates using the Construction Specifications Institute (CSI) format. Using Timberline software and On- Screen Take Off as tools, our estimators perform physical quantity take -offs of the design documents at each stage of design. We use our extensive historical database of various rates and pricing for initial estimates, and base assumptions of quantity allowances on our estimators' experience with similar and recent projects, with validation from subcontractors and specialty consultant. Our typical estimate presentation includes a set of documents that our clients find very user - friendly and easy to understand. ■ Executive Summary — a general narrative of the costs associated with the project ■ Summary comparison with the established project budget ■ Building area summary - square footage, acres, parking spaces, beds, etc. ■ Summary estimate by CSI Division ■ Detailed cost breakdown of all construction items by specification section and material quantity ■ Assumptions and Clarifications - includes project description, general qualifications, clarifications, allowances, proposed project duration, contingency narrative, and any exclusions ■ Document Log ■ On- Screen Take -Off backup - a visual aid to the detailed estimate ■ Estimate variance reports - compares the estimate to previous estimates ■ Value Engineering Log ■ Bluebeam Studio Constructability Review Document Continual Process Formal cost estimates provide a complete picture of the project budget at specific moments in time, based on the status of the design documents. The Project Team steadily works towards the next phase of completion, continually having discussions and making decisions that affect the budget. To capture these activities, the Estimator uses a Trend Log to track changes to the project scope between estimates. Once the initial estimate, or Working Product Budget, is approved, the Estimator will start the first Trend Log. For example, upon establishing the approved Schematic Budget, the Estimator will start the Schematic Budget Trend Log. This log is used to document discussions, requests, ideas, and decisions that impact the budget between the Schematic Design Budget and the Design Development estimate. Items from the log that the Project Team approves are incorporated into the contract documents and are reflected in the next formal estimate, which becomes the approved Design Development Budget. A new Trend Log is started between each estimate until the conclusion of the Contract Document Budget Estimate. The Trend Log is an effective tool to help with the push and pull of design components and the impact they have upon the budget. With this tool, the owner can see a snapshot of the current budget at any moment in time. Combined with the Constructability Review and Value Engineering Logs, this tool aids decision making and helps the team determine priorities for the project.The owner will have final approval of any redesign prior to implementation. Budget Reconciliation Bordeaux works on an "open book" accounting system, permitting the Project Team to review all costs associated with construction. Our Project Manager and Estimator will meet with the Project Team to review and reconcile each estimate. This meeting includes the owner, architect, and potentially outside consultants and cost estimators that have made significant contributions to the development of the estimate. After this reconciliation session, the Project Estimator will prepare a final summary of each estimate for distribution to the Project Team. i►. a DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r PROJECT APPROACH 1. PROJECT PLANNING (4) Quality Control Pre - emptive Approach to Quality Management Bordeaux practices Quality Management and Control by properly selecting the right subcontractors and suppliers based on price, quality, and proven ability to perform. As the first step in a pre - emptive quality management program, this philosophy was designed and implemented to assure quality construction and excellent performance and services. By continually monitoring both craftsmanship and materials, we maintain the highest achievable level of quality. Establish Expectations Bordeaux's Quality Control Program begins with the entire team establishing acceptable levels of quality. It is important that the project's expectations and requirements are fully understood by the project team so that they can be clearly communicated in the contract documents. Once these requirements are identified, Bordeaux will help to ensure that they are clearly communicated through the design documents. The requirements will not be limited to the "bricks and mortar; but will embrace site utilization plans, requisition requirements, benchmarking and mock -up requirements, material storage and lay -down, clean -up, and safety. Total Quality Management Goals 1. Establish specific requirements for professional services and complete them without errors and on time. 2. The effort put forth in this program should not add to the workload of those directly involved or to the cost of the project. It is expected that this program will net a reduction in time and cost by eliminating errors, rework and re- inspections, as well as ensuring a complete operational facility upon turnover to the owner. 3. Complete all work in accordance with the contract documents and within the schedule and budget established. 4. Improve the day -to -day relationships between trade contractors, the design team and the owner by agreeing on the requirements and satisfying those requirements. -Conti n uousd ocum ent review, co-ordination and confirmation -Review for constructabiity and coordination issues. •Clarify design intentforbidding purpose; •Identify long-Iead order items and labor availability ict on—ske Preparatory M Leong w ith each tra decontractor and monitorthe masters.ubmittalIist op m ock -upsto test and verity construction details and conformance dity standards -Ins pect a II m aterial d elueriesa nd store materials properly -Establish quality berchmarksfor inspecting, verifying and docu mentingtradework • Coordinateon—.itewithtestingconsuRanistoverifyrand document work in progress -Conduct regular in-wall and aboveceiing inspections -Track all incompleteor missngcomponents on a Rolling Completion I ist 23 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r PROJECT APPROACH 1. PROJECT PLANNING (5) Adherence to Project Schedule Developing a solid plan for achieving project goals and managing them to successful completion is essential. As team leader, Bordeaux develops the master plan in the form of the Comprehensive Project Schedule. This schedule provides an overview of the entire project and shows the project duration, relationships of the project team, major milestones and the project completion date. The team defines milestone completion dates for each project team member. The Comprehensive Project Schedule includes: • Design Activities • Contractor Review Periods • Preconstruction Estimate Periods • Governmental Agency Reviews • Permitting Schedule Development The Project Manager and Preconstruction Manager carefully consider how to organize the schedule. Proper schedule organization is crucial on large projects by making the schedules more manageable and easier for all team members to understand and use. Generally, our schedules are broken down by area, such as new construction, renovation areas, and site work. The Project Manager develops a construction schedule based on the established milestone dates, with input from subcontractors and suppliers. It is included in the final bid documents, ensuring the subcontractors and suppliers are committed to the schedule. Team members regularly review and update this schedule, incorporating progress completed and any required changes in scope. Calculations are performed identifying current progress, critical path activities, incurred costs and issue reports to keep all team members informed. The Construction Schedule includes the following general categories: • Contractual Milestones (Commencement & Completion Dates) • Contractor Milestones (Dry -in, Permanent Power Energized, etc.) • Activities for Major Material Submittals, Fabrication & Deliveries • Construction Activities • Key Owner Activities Each month, Bordeaux compiles a comprehensive update of the construction schedule based on actual work in place. The updates are distributed to all team members. Generally we include a Summary Schedule, A six week Look -ahead Schedule and an entire schedule printout. Additionally, a schedule narrative is included with the submission to the owner and architect. The narrative is an overview of the schedule that clearly identifies any concerns or issues with the schedule and if the project is currently "on schedule ". Additionally, the Superintendent uses look -ahead schedules to closely monitor activities in the field and to direct work for a short period of time. These look -ahead schedules are utilized during weekly subcontractor meetings. Bordeaux uses two types of Look -Ahead Schedules: The 3 Week look -ahead and the short interval schedule.The 3 Week Look - Ahead is a subset of the construction schedule that deals with day -to -day field activities. The Short Interval Schedule deals with one specific activity, such as curtain wall, foundation, or roofing. 24 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r PROJECT APPROACH 1. PROJECT PLANNING (6) Document Tracking and Reporting Proper communication with key stakeholders makes for a smooth, efficient project. Bordeaux uses a Communication Portal called Procore to keep all project team members informed about schedules, meeting minutes, status of Requests for Information (RFI), submittal coordination, and other important project information. We maintain and control the system on a secured server, with permission granted to users at the level they need to work as part of the team. This system allows everyone — the client, design team, our project staff, and subcontractors - instant access to the most current project information. The benefit to you is immediate access to the most current project data available at all times, in a safe and secure manner. 0 Bordeaux emphasizes open communication between all parties of a project. It is imperative that all project members have the ability to communicate with our peers in the most efficient manner possible. Whether this is done by letter, fax, e -mail, voice or the use of a central database system, it absolutely must be addressed at the beginning of a project in order to establish standards and expectations. Our frequency and type of communication with our project partners, in part depends on the purpose of the communication. Some examples are as follows: m • Contracts and legal documents are typically handled in paperform. • Some letters and correspondence may be handled via fax (we use this most frequently with our smaller subcontractors). • Many general items are handled via e-mail (our most typical means of communication). • Items that can be handled over the phone are immediately followed up with a "confirmation of conference" document that is either electronic or in paper form that can be filed for future reference. • Most project- specific information like submittals, RFI's, meeting minutes and such are managed with a central database system. This system can be localized to the contractor or shared with the project partners via on -line system access through the web. 2. MWBE OUTREACH Describe your approach to encouraging minority participation on this project. Identify your five most successful projects relative to MWBE participation, indicate the percentage achieved and if the MWBE goal was met or exceeded. Bordeaux is committed to providing equal access and opportunities for the participation of Minority and Women Owned Business Enterprises (MWBE's). Identifying and developing relationships with MWBE Contractors is an essential component that we manage with our standard level of excellence. Bordeaux plans to meet a 20% MWBE participation goal for the Orange County Detention Center project which will exceed the 10% HUB (MWBE) participation goal pursuant North Carolina General Statute: 143 -128. Bordeaux utilizes specific efforts to notify Minority and other HUB firms of upcoming opportunities. Our outreach efforts are, but are not limited to the following: • Bordeaux SmartBidNet • Project Informational Sessions • United Minority Contractors of North Carolina (UMCNC) • Outreach Events • State of North Carolina Department of Administration Office for Historically Underutilized Businesses • Carolinas AGC (CAGC) • North Carolina MWBE Coordinator's Network • Local Plan Rooms To assist in achieving our 20% MWBE Participation Goal, Bordeaux utilizes various programs which develop and encourage participation by Minority and other HUB's.These programs have shown to stimulate contractor interest from the HUB community and are instrumental in expanding relationships. They are (but not limited to) the following: OR DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r 2. MWBE OUTREACH PROJECT APPROACH MWBE efforts will be monitored and tracked by our Supplier Diversity Coordinator, Rachel Sayre and Compliance Reports will be submitted as required. Bordeaux is committed to the inclusion of MWBE Contractors for the Orange County Detention Center Project and we have developed this effort into one that is recognized as a model for others in the construction industry. Previous HUB Participation NCSU College of Veterinary Medicine 48% 10.00% Brooks Elementary School (CMAR) 11`(eQd UNC Kenan Lab Renovations (CMAR) 32% 10.00% North Brunswick High School Addition (CMAR) IWAM W. Allen Cobb Judicial Annex 27% 10.00% 3. "LOCAL"TRADE CONTRACTOR AND SUPPLIER INFORMATION Identify how you will achieve maximum "Local" trade contractor and supplier involvement. Project Type Public Public Public Public Public Bordeaux Construction is committed to utilizing Local Sub - contractors, Suppliers and Vendors on the New Detention Center project in Orange County. We recognize the importance of developing Local Businesses and fostering growth within our industry. As part of the Pre - Construction Services, our team provides continuous constructability analysis, logistics and phasing requirements, document review, and estimate updates. Once the analysis has been completed, the team incorporates all decisions regarding scope into the final Contract Documents. We identify and meet with "Local" key trades, solicit "Local" suppliers, and hold a pre -bid conference where we promote and stress the importance of participation from Local, Minority -owned and Women -owned businesses. Drawings and Specifications are also made available on our Bid Management website for easy access.To assist in this effort our Supplier Diversity Department gives their wholehearted attention to Local, Minority -owned and Women -owned businesses to ensure they are provided equal access and opportunities for participation. Local Business participation is an essential component that we manage with our standard level of excellence. Our goal is not simply to acquire Local Sub - contractors, Suppliers and Vendors for this project, but to help establish, preserve and strengthen these firms so that they can be significant value -added service providers in the State of North Carolina. We +Introductionof •IRLfoduitiDnto -Team Work ProjectTeam S. -Bid Net •Contract •Project �sBNj Administration overview +Prepan gto -Submittal -Procurement Bid Processing Planand -Subcontractor -Project Schedule Diversity Schedule -HUB •Bid Subm union +Managingthe Participation •Award Process Jobsite •Bid Packages •SUtxontram •Project and Ti me and Purchase Claseout Issuance ikders. -LEER Requirements -BIM Requirements MWBE efforts will be monitored and tracked by our Supplier Diversity Coordinator, Rachel Sayre and Compliance Reports will be submitted as required. Bordeaux is committed to the inclusion of MWBE Contractors for the Orange County Detention Center Project and we have developed this effort into one that is recognized as a model for others in the construction industry. Previous HUB Participation NCSU College of Veterinary Medicine 48% 10.00% Brooks Elementary School (CMAR) 11`(eQd UNC Kenan Lab Renovations (CMAR) 32% 10.00% North Brunswick High School Addition (CMAR) IWAM W. Allen Cobb Judicial Annex 27% 10.00% 3. "LOCAL"TRADE CONTRACTOR AND SUPPLIER INFORMATION Identify how you will achieve maximum "Local" trade contractor and supplier involvement. Project Type Public Public Public Public Public Bordeaux Construction is committed to utilizing Local Sub - contractors, Suppliers and Vendors on the New Detention Center project in Orange County. We recognize the importance of developing Local Businesses and fostering growth within our industry. As part of the Pre - Construction Services, our team provides continuous constructability analysis, logistics and phasing requirements, document review, and estimate updates. Once the analysis has been completed, the team incorporates all decisions regarding scope into the final Contract Documents. We identify and meet with "Local" key trades, solicit "Local" suppliers, and hold a pre -bid conference where we promote and stress the importance of participation from Local, Minority -owned and Women -owned businesses. Drawings and Specifications are also made available on our Bid Management website for easy access.To assist in this effort our Supplier Diversity Department gives their wholehearted attention to Local, Minority -owned and Women -owned businesses to ensure they are provided equal access and opportunities for participation. Local Business participation is an essential component that we manage with our standard level of excellence. Our goal is not simply to acquire Local Sub - contractors, Suppliers and Vendors for this project, but to help establish, preserve and strengthen these firms so that they can be significant value -added service providers in the State of North Carolina. We DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) PROJECT APPROACH 4. TECHNOLOGY USE (MICS) Describe how the project team proposes to use technology to manage and control the project. Provide your company's experience using MICS. Building Information Modeling Advancements in technology have made buildings designed today increasingly complex, yet the demand for a timely and quality delivery has not changed. Bordeaux recognizes that in order to match quality with efficiency in construction, technology has to play a part. OurVirtual Construction Department utilizes Building Information Modeling as a tool to build, analyze, and resolve construction issues in a digital environment prior to actual construction. The ability to work in a digital environment allows for flexibility in information exchange and promotes better communication among the project team. ' f y As a collaborative tool, the BIM process requires strong oversight and management --T- - "'"`� to ensure that all stakeholders are on board. BIM is based on a culture of sharing and K _ _ -J -I F i t retaining knowledge throughout the process. Various technologies are available to the I design community; Bordeaux uses AutoDesk Revit technology as a platform, and Navis Works for clash detection and collaboration with other model formats. -A. Bordeaux can help maximize these benefits through oversight and management of the BIM process. We obtain the best value of using this technology when incorporated early in our projects, and to help facilitate the process we use a collaborative approach. Should the project team feel BIM is an appropriate tool for your project, we would employ a three -step approach. 1. Establish Expectations for the BIM Model The BIM Model is an important collaborative tool for the design and execution of the project. The first step in managing this process is to determine what the Team wishes to achieve through the use of the model. The team must identify the design and detailing functions to be performed and determine which elements can be professionally and economically accomplished at all levels, from the architect through the subcontractors and suppliers. Legal issues and obligations, such as who owns the model, information management, and allocation of risk must be addressed at this early stage. Bordeaux will lead these discovery sessions, document the outcome, and follow through by implementing the results. 2. Virtual Design The architects and design consultants develop the project's design in three dimensions, as 3D representations of the project's program. Reports from the database become the primary design tool. The database is accessed graphically, with changes made in one location but reflected in all schedules and graphic views. Graphical representations provide visuals for the team to easily check against design intent and solve technical problems early in the process with improved collaboration between multiple design disciplines. Bordeaux's preconstruction services are integrated at this stage with constructability analysis, cost estimating, and Value Engineering processes. 3. Clash Detection Bordeaux will run the model through Clash Detection processes, checking for conflicts between systems and ensuring all elements fit within the allotted spaces. Interference Reports clearly show conflicts in the design, allowing early resolution. This is especially helpful in preventing conflicts between structural elements and the Mechanical, Electrical and Plumbing (MEP) and Fire Suppression systems. Design errors and omissions are discovered early, before construction begins, and potential problems are minimized during construction, saving time and money. Input from the major trade subcontractors — mechanical, electrical, plumbing, fire suppression, curtain wall, steel, precast concrete — can be built into the model to improve energy efficiency, find cost savings, or improve the design. BIM is a transformative process that requires an investment of training and expertise. Bordeaux can maximize the results from this process by establishing and managing expectations, from the Owner and Design Team through to the Subcontractors and Suppliers who will actually build the structure and ultimately deliver the project. As your Construction Manager, our goal is to help you maximize your investment. We will work in partnership with you to determine if BIM is an appropriate tool for your project, and to what level of development meets your needs. Our role is to proactively and effectively manage the process and bridge the gap between technology and people. 1►r1 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r QUESTIONNAIRE What are five major issues to be addressed in the development of a detention facility? 1. First and foremost, select a contractor that has an abundance of correctional experience in North Carolina. Law Enforcement and Detention facilities are a very special niche of construction. Correctional construction typically falls under 1 -3 building code and is regulated by the NC Department of Health Service Regulation (DHSR). While out of state experience is certainly better than none, we have seen what can go wrong when counties have selected inexperienced or out -of -state contractors in jail and detention center construction when we were brought in to complete projects for Stanly and Alamance Counties. No other contractor has worked on more county Law Enforcement and Detention Facilities in North Carolina than the Bordeaux Construction Team. 2. Establish a realistic and accurate project budget early enough in the project to make changes to the design. Some early considerations that will dramatically affect cost include: Determine feasibility of On -site vs Off -site location for Detention Center with the courthouse Determine structural design (load bearing with hollow core, load bearing with cast in place, precast pre- fabricated cells, pre- fabricated steel cells, etc.0) Determine cell layout and Chase design - triangle ( "Y ") chase, bank /straight chase, dormitory. Determine needs vs. wants 3. Ensure "smart design "through use of virtual construction allowing well thought out maintenance access & an efficient building to maintain and operate. 4. Include design requirements for Department of Health Service Regulation (DHSR) early in the project including smoke control, emergency power, fire & smoke barrier separations, life safety systems, ADA, etc. 5. Ensure clear scope definition between security electronics, detention hardware, electrical, and detention furnishings. These trades combined will average over 40% of the project budget. Detention and Security subcontractor trades are extremely competitive and will attempt to create competitive advantages. We have learned the "games "that these trades play and will ensure a level playing field and transparent set of bid documents. Our experience with the development of bid scopes for these trades will save Orange County money. 2. Provide an overview of your team's philosophy in the construction of a major public building. The Bordeaux Construction Team will be led by Blair Bordeaux, Project Manager throughout the project. Establishing a single point of contact during the design and pre- construction through construction and closeout ensures seamless integration of all team members and efficient preconstruction and construction services. A more comprehensive look into our team's philosophy can be found in the Project Approach section of the proposal. A few highlights of our philosophy that will ensure the success of the Orange County Detention Center include: • Local Orange County subcontractor's involvement in the project will be a specific focus of the Bordeaux Construction Team. Not only is selecting the Bordeaux Team selecting a local firm, we will actively serve as Orange County's advocate to maximize minority participation outreach as well as local Orange County contractors. This is further defined in the HUB Participation Plan in the Project Approach section of our proposal. • Open and frequent communication, with active involvement of designer, consultants, Sheriff's staff, county facility staff, local AHJ, community, and contracting team ensure key project goals and milestones are identified and met. • Utilize Building Information Modeling (BIM), Mockups & pre - installation meetings for efficient and Lean building. More detail of how we will use BIM is provided under Building Information Modeling in the Project Approach section of our proposal. • Detention Centers are unique projects that require specialized and uniquely qualified supervision and management staff. Our proposed project team has worked on over 25 North Carolina Detention and Law Enforcement Centers in North Carolina in the last 20 years, 6 of them with Moseley Architects. Our experience in the construction of these facilities and with Moseley Architects will save Orange County money. 043 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r QUESTIONNAIRE 3. Describe how environmental friendly and energy efficient features were incorporated into the four (4) most similar projects listed in your response. Bordeaux Construction is an industry leader in LEED° and sustainable building construction. We believe that Sustainable building construction is a blend of responsible design principles and implementation of efficient construction practices. We incorporate environmentally friendly building methods into every project that we build including: • Recycling of concrete, metal, and paper products to maximize waste stream diversion from the landfill • Utilize locally harvested and manufactured materials to minimize carbon foot print • Ensure Indoor Air Quality is met through limiting Volatile Organic Chemicals (VOCs) commonly found in adhesives and other construction products, ensure a clean and smoke free building envelope • Structured commissioning process and functional testing ensures building functions as designed including heating, cooling, dehumidification, and CO2 priority control in the Building Automation System (BAS) A few highlights of our successes include: 1. Northside Elementary (Moseley Architects, Orange County): The 1 st LEED® Platinum Elementary School in North Carolina and at the time, one of only 4 in the entire country! Northside Elementary increased from the original goal of LEED° Gold. Notable features include: vegetated roof, permeable paving, rainwater re -use for toilet & cooling tower makeup water, community garden, photovoltaic panels, among numerous other features 2. Sandy Ridge Elementary: A LEED° Gold, project increased from original goal of LEED° Silver. Notable features include: Exterior solar shades, rainwater harvesting system, high performance glazing, and locally sourced landscaping 3. Snipes Academy: A LEED° Gold project increased from original goal of LEED° Silver. Notable features include: Exterior solar shades, rainwater harvesting for irrigation, pervious pavers, photovoltaic panels, and lighting control 4. Neuse River Waste Water Treatment Plant: The 1 st LEED° certified project for the City of Raleigh. We are proud that even though this project was not originally scheduled to be LEED° certified when started, with close coordination with the designer, we were able to achieve LEED° certification, making it the 1 st LEED° certified project for the City of Raleigh. More detail of our Sustainable Design and Construction and LEED° process is provided in the Project Approach section of our proposal. 4. Describe the team's approach to maintenance considerations during the design and construction phases of project. Maintenance access is especially important on Correctional Facilities where lock down of cell blocks and temporary inmate relocation for unplanned maintenance is especially disruptive tojail staff. Maintenance access requirements are taken into consideration beginning very early on in the design process, continue through the construction, and have a clear finish during the commissioning process. Our virtual construction department will use Building Information Modeling (BIM) to build a project virtually before the first shovel is put in the ground. By doing this, clearances for maintaining equipment can be identified and fed back into the design model. See our BIM section in the project approach for more detail of our virtual construction services that would be utilized on your project. Our site superintendent, Kevin Sowter, ensures correct execution of the of the contract documents. We strongly endorse utilization of mockups to identify and address concerns before they are too late to resolve. The most common and congested area in a detention facility is typically in the chase locations where dampers, valves, solenoids, electrical connections, and security controls all tie into the fixtures within the individual cells. To prevent issues in these areas, we will build a full scale mockup of a chase area incorporating the subcontractors and suppliers that will be involved on the Orange County project. See our Quality Control section in the project approach for more detail. RQ1 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r QUESTIONNAIRE 5. Explain the firm's procedures for document quality control and coordination of the various trades in the review of design documents and specifications. Also, explain the some coordination of trades in the GMP Development and Construction Phase. Bordeaux Construction will utilize Procore, a centralized on -line communication portal. Procore allows instant access to the most current project data to all project team members including architect, engineer, client, and subcontractor. A full list of our procedures and deliverables are included in the Preconstruction Phase Services section of the proposal. Please refer to the "Document Tracking & Reporting" section in the Project Approach for more details. A few highlights of these include: Value Analysis: Provide information for the project team to make informed decisions of the Best Value for Performance, cost (both Initial Cost and Life Cycle Cost), quality, maintenance, and schedule. Value Analysis recommendations are tracked through the development of the design documents through our Value Analysis Log Interdisciplinary Constructability Review: Incorporate input from the Project Manager, Project Superintendent, Mechanical /Electrical /Plumbing (MEP) estimator, Virtual Construction Manager, and Building Information Modeling (BIM) reviews to provide a comprehensive constructability review beginning in the design phase and through GMP development. Each item developed during the constructability review process is tracked in a Constructability Review Log. Request for Information (RFI) and Shop Drawings: All project documents are kept in our secure server in Procore. Access privileges are user specific and information can be filtered to an executive summary level down to the detail of which documents are outstanding. "Live Set" Drawings: By utilizing Procore for hosting all project documents we maintain a set of contract documents with up to date modifications, clarifications, and revisions that all stakeholders in the project can use. This eliminates the waste and inefficiency from trades not working from the most current set of documents. Effectively, this allows all trades to work from the as -built set. 6. Describe procedures you use to review and consider product substitutions. During preconstruction, various product substitutions are considered as part of our Value Analysis process. During this process, we investigate and suggest viable design and product substitutions. We look not only at initial cost, but life cycle cost, quality, maintenance, and schedule. During the bidding stage, we develop procedures for suppliers, vendors, and subcontractors to submit substitution requests. These procedures have specific requirements including a point by point comparison with the specification to ensure that quality is maintained and a specific cutoff date that ensures the designer will have adequate time to review and assess the substitution request. During construction, substitution requests are only allowed in unique instances such as where a significant cost or savings may be available to the client. They are not allowed for convenience. 7. Describe how the team would provide cost management services on this project using the CM at Risk delivery method. How would you reconcile differences between your cost estimates and those prepared by the Design Team? Provide the cost model format used on one of your four similar completed projects listed in your response. Our cost management services are detailed in the Cost Estimating and Budget Management of our Project Approach. We utilize onscreen takeoff so that team members can visually see quantity take off. We prepare an estimate presentation at project milestones which include Schematic (SD), Design Development (DD), and Construction Drawings (CD). Our budget reconciliation process is detailed in the Budget Reconciliation section of our proposal and usually involves a meeting with the owner, architect, and potentially outside consultants and cost estimators to review items within the trend log and estimate presentation. 011 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r QUESTIONNAIRE 8. Explain the management tools, techniques and procedures the firm uses to monitor and maintain the construction phase schedule. The project schedule is the master plan for the project and includes more than just construction activities. The comprehensive project schedule includes Design activities, Review periods, preconstruction estimates, governmental agency reviews, and permitting. The project schedule is included in the final bid documents ensuring that subcontractors and suppliers are aware and committed to the project schedule. Various reports are provided including summary schedule, three week and eight week look -ahead schedules, baseline and updated schedule, schedule narrative, and short interval schedules. The Project Scheduling Section in the Project Approach of our proposal provides further detail on how the schedule is developed and maintained through a Bordeaux project. 9. Describe your approach to the collaboration with the County and the Design Team relative to project design and materials /systems research that will assure functional, aesthetic, and quality requirements are satisfactorily addressed for this project. The Bordeaux Construction Team will collaborate with Orange County staff and Moseley Architects and HH Architecture during our Value Analysis process. Through regular team meetings, we will provide information on the relative cost of various systems and materials to ensure the "best value" solution is implemented into the final project solution. Further, we have worked with Moseley Architects on 6 Law Enforcement and Detention Center projects. We will be ready to hit the ground running on day one. The Value Analysis Section in the Project Approach of our proposal provides further detail. 10. How do you manage the time and quality aspects of the process of reviewing and approving subcontractor submittals, clarification requests, issuance of bulletin drawings, development of cost proposals, identification and justification of change orders, payment requests, commissioning, final inspections and assembly of the project close -out documents? All project documents are tracked in Procore. We are able to grant user specific privileges for example that allow subcontractors access to submittals, bulletin drawings and final closeout documents, but not to cost estimates or payment requests. Procore allows users with appropriate privileges an executive level view that can filter outstanding items, items older than a specified time period, or a list of all items. Because anyone with appropriate privileges can access this data, all team members are aware at any given time of the project status. The Project Scheduling Section in the Project Approach of our proposal provides further detail. 11. How do your manage project close out in a manner that quickly provides for occupancy with minimal punch list items and warranty issues? We believe that the best way to minimize punchlist items is by establishing expectations for the project quality before construction begins through clear contract documents and utilizing mockups to establish baseline quality expectations. The Bordeaux Construction Team will conduct an internal punchlist before final inspections are scheduled with the project designers and Orange County staff. The Quality Control section of our Project Approach provides further detail of the Bordeaux Construction approach to Project Closeout. We utilize Procore to track all project punchlists including internal, designer, consultants, Orange County Facility staff, and Orange County Sheriff punchlists staff are tracked in Procore. This ensures that punchlist items are not lost in the "paperwork shuffle "of how punchlists used to be done and are tracked through completion. till DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r QUESTIONNAIRE 12. Describe your team's commitment to the success of this project and why you believe your assembled team is the best choice for this project. First and foremost, the Bordeaux Team proposed for the project are Jail experts. We will utilize this knowledge to ultimately save Orange County money. The Bordeaux Team is uniquely and best qualified for the Orange County project for the following reasons: Local participation: We understand that this is a large municipal project for Orange County. We are local to the project and are committed to ensuring that contracts are awarded with the goal of maximizing local Orange County participation. Local superintendent: Project Superintendent, Kevin Sowter, lives in Wake Forest and has greatjail construction experience including Orange County Justice Center. Kevin understands the importance of the success of the project means to the Orange County. This project will be personal. Jail Experience: Jail Construction is a very unique niche of construction and frankly, we are good at it. We have built over 25 Jails over the past 20 years. Bordeaux Construction was the Construction Manager on Bladen County Detention with Moseley Architects, which is an extremely similar sized facility to the proposed Orange County Detention Center. Project Manager, Blair Bordeaux, will be able to use actual bid results, bid manual documents, project schedule, and most importantly "lessons learned "to avoid mistakes. Our experience at Bladen Detention will save Orange County money. Experience with Moseley Architects: We have completed (5) Detention and Law Enforcement Center projects with Moseley Architects. In addition, we were brought on to complete the Stanly County Detention Center project with Moseley Architects when that contractor faltered. Bordeaux Construction recently completed the $21 M Brooks Elementary for Wake County Schools (CMAR) and the $20M Bladen County Detention project (CMAR) with Moseley Architects. We have a great working relationship with Moseley and would step in ready to go on day one. 13. Describe your value engineering process. We like to use the term Value Analysis over Value Engineering. Value Engineering is cutting cost after the design is complete. Our Value Analysis process ensures that costs are tracked through the design process and into the development of a Guaranteed Maximum Price (GMP). Further detail of this process is provided in the Value Analysis section of our Project Approach. The Value Analysis Section in the Project Approach of our proposal provides further detail. 14. Describe how responsibilities as a CM at Risk differ from responsibilities as a General Contractor. The primary difference between responsibilities as a Construction Manager at Risk and a General Contractor is that as a Construction Manager, Bordeaux Construction will serve as an extension of the Orange County Staff. We understand our responsibility as fiduciary to Orange County and all bid processes are open book. In addition to being an extension of Orange County staff, the Bordeaux Construction Team will provide added value over a general contractor by providing a better guarantee of quality. The general contractor experiences a potential conflict of interest by bending the rules on quality to increase profit. As your Construction Manager, Bordeaux Construction will advocate that the quality control expectations are defined up front, and contract requirements are met. Schedule will be defined during the preconstruction phase of the project and incorporated into bid packages. As your Construction Manager, Bordeaux Construction will work with Orange County to develop the schedule in the preconstruction phase of the project and ensure that permitting, design, and construction milestones are met. Local and minority participation will be maximized. The GC looks only at cost. As your Construction Manager, ON DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r QUESTIONNAIRE Bordeaux Construction will actively work to develop bid packages to maximize local Orange County participation. We understand what a project of this magnitude means to Orange County and the local communities in Orange County. We will work with the project team to organize local outreach sessions and develop bid packages to maximize Orange County participation. As an "At- Risk" CM, we are obligated to complete the project within the guaranteed maximum price (GMP) and prevent cost overruns. The GC would advocate for change orders at ambiguous areas of the contract documents. As your Construction Manager, during the preconstruction phase of the project, our responsibility is to scrub the documents for ambiguous details during the constructability review, analyze the documents for potential areas of improvement, and develop cost estimates through the design process to eliminate surprises at bid time and during construction. One of the most valuable services that we will provide to Orange County is to educate and walk Orange County Facility and Sheriff's Office staff that may not be familiar through the Construction Management process. We have completed Brunswick County's, Brunswick County Board of Education's, and Bladen County's first CMAR project. The Bordeaux Construction Team is prepared to serve as Orange County's agent and ensure a successful, cost efficient, locally focused, and streamlined delivery of the Orange County Detention Center Project. We are focused on client satisfaction and developing a relationship into the future. 33 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r GENERAL CONTRACTORS SAFETY RECORD 1. OSHA DART Incident Rate Year Contractor DART Incident Rate 2017 0 2016 0 2015 0 2. Experience Modification Rate (EMR) Industry DART Incident Rate Unavailable 0.7 0.8 Year Contractor EMR Industry Field and Code 2018 0.81 2362 2017 0.98 2362 2016 0.96 2362 Industry Field and Code 2632 2362 2362 Name and Contact Info for EMR Information Melanie A. Airington TriSure Corporation mairinaton@trisure.com Melanie A. Airington TriSure Corporation mairington @trisure.com Melanie A. Airington TriSure Corporation mairington @trisure.com 3. Answer the following OSHA Specific Questions: (a) Within the last years, has the bidder received any citations classified by OSHA as being (1) serious, (2) willful and /or (3) repeat violations where your company operates? Yes No X (b) Has the bidder experienced any work - related fatalities within the last 5 years? Yes No X (c) Has the bidder has any citations issued by OSHA as a result of work related fatalities within the past 5 years? Yes No X (d) Is the bidder under investigation for any work - related fatalities? Yes No X (e) If your answer is "yes" to 3(b), (c) or (d), provide a copy of the citation(s), list of number(s) of fatalities and documented explanation of the fatality. N/A 34 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 (,D*Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) GENERAL CONTRACTORS SAFETY RECORD 4. Safety Plan (a) Does the company have a written safety program that includes responsibility for all aspects of safety management? Yes X No (b) Does the company have a written plan for safety training of new employees and ongoing training of existing employees? Yes X No (c) Does the company have documented evidence of safety training that they have conducted? Yes X No (d) If the company has employees with limited English ability, does the company have a written plan for ensuring that their employees understand the training they are being given? Yes X No (e) Do all supervisors have an appropriate documented level of OSHA training (e.g., a minimum of 30 hour OSHA construction safety training)? Yes X No (f) Do employees have documented basic OSHA 10 hour construction safety training? Yes X No (g) Does the company have a documented Hazard Communication Program? Yes X No 35 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r GENERAL STATE OF NORTH CAROLINA AFFIDAVIT ORANGE COUNTY I Blair Bordeaux (the individual attesting below), being duly authorized by and on behalf of Bordeaux Construction Company, Inc. (the entity bidding on project hereinafter "Employer" after first being duly sworn hereby swears and affirms as follows: 1. Employer understands that E- verify is the federal E- Verify program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorized of newly hired employees pursuant to federal law in accordance with NCGS §64- 25(5). 2. Employer understands that Employers Must Use E- Verify. Each employer, after hiring an employer to work in the United States, shall verify the work authorization of the employee through E- Verify in accordance with NCGS §64- 26(a). Employer is a person, business entity, or other organization that transacts business in this State and that em- ploys 25 or more employees in this State. (mark Yes or No) a. YES X or b. NO 4. Employer's subcontractors'comply with E- Verify, and if Employer is the winning bidder on this project. Employer will ensure compliance with E- Verify by any subcontractors subsequently hire by Employer. This 23rd day of May _'2018. Signature of Affiant Print or Type Name: I Blair Bordeaux, P.E. State of North Carolina, Wake County Signed and sworn to (or affirmed) before me, this the 23rd day of Ma My Commission Expire: Santita R. Rose pill S 11/11/2018 Notary Public tr D X O n Sy� Z 0 ;v rD L DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 Orange County Detention Facility, Environment & Agriculture Center & Park Operations Base Request for Qualifications (RFQ #5249) •: r AFFIDAVIT A Certification Form (Provide separate Certification for each Joint Venture or Partnership entity) Bordeaux Construction Company, Inc. * *SEAL ** I HEREBY CERTIFYTHATTHE INFORMATION CONTAINED IN THIS RESPONSETOTHE REQUEST FOR QUALIFICATIONS IS CORRECT AND TRUTHFUL TO THE BEST OF MY KNOWLEDGE AND BELIEF. This the 23rd day of May 2018 0 J. Blair Bordeaux, P.E. Title: President License number under which the project will be executed: 9266 Name license number above is held in: STATE OF NORTH CAROLINA COUNTY OF DURHAM I, Santita R. Rose a Notary Public in and for the County and State aforesaid, do hereby certify that J. Blair Bordeaux personally came before me this day and acknowledged that he is of and by that authority duly given and as an act of the foregoing instrument was signed by as, attested by him /herself as Secretary, and sealed with the common seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal this 23rd day of May 2018. Notary Public: Santita R. Rose My commission expires: 11/11/2018 CY1 DocuSign Envelope ID: 04E136D1 -507C- 4219- BF16- 446F8D2192F8 BORDCON -02 MAIRINGTON CERTIFICATE OF LIABILITY INSURANCE ACORD 25 (2016103) © 1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DATE 04 /17 /201 YY) 0411712018 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 INSUREII 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 Melanie A. Airington NAME: (Alc,NN , Ext): (919) 469 -2473 (.vc, No):(919) 4674987 TriSure Corporation - HS 4325 Lake Boone Trail, Suite 200 Raleigh, NC 27607 E-MAIL SS: mairington @trisure.com INSURERS) AFFORDING COVERAGE NAIL # INSURERA : Phoenix Insurance Company The 25623 INSURED INSURER B : Travelers Property Casualty Company of America 25674 Bordeaux Construction Company, Inc. INSURER C : Travelers Casualty Insurance Company of Americ 19046 #101 135 E Martin St INSURERD : Tokio Marine Specialty 23850 INSURERE : Hanover American Ins Co 36064 Raleigh, NC 27601 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TOTHE 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 LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MMIDDNYYY POLICY EXP MMIDDNYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR X DTCO2F979366PHX17 12/31/2017 12/31/2018 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence 300,000 $ _7 MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMITAPPLIES PEP _ GENERAL AGGREGATE $ 2,000,000 POLICY T JECT M LOC PRODUCTS - COMPIOPAGO $ 2,000,000 Employee Bene $ 1,000,000 OTHER B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1,000,000 $ X BODILY INJURY (per person) $ ANY AUTO DT8102F979366TIL17 12/31/2017 12/31/2018 BODILY INJURY Peraccident $ OVNVED X SCHEDULED AUTOS ONLY AUTOS X PROPERTY DAMAGE. (Peraccident) $ HIRED X NON-OWNED AUTOS ONLY AUTOS ONLY Comp $500 X Coll $500 X B X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 110001000 EXCESS CLAIMS -MADE CUP4K009166 12/31/2017 12/31/2018 D I X I RETENTION $ 10,000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIMBRf RfEXECUTIVE OFFICERfMEMBER EXCLUDED? (Mandatory inI NfA U B8J493303 12/31/2017 12131!2018 X PER OTH- STATUTE ER EL EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT 1,000,000 $ D Profession Pollution PPK1791615 03/12/2018 03/12/2019 Limit 5,000,000 E Builders Risk -MR IH6A501061 12/31/2017 12/31/2018 Limit 15,000,000 DESCRIPTION OF OPERATIONS ! LOCATIONS ! VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Leased/Rented Equipment QT6607F242185COF17 (The Charter Oak Fire Insurance Co.) NAIC #25615 12/31117- 12131/18 Leased/Rented Equipment Limit $150,000 Operations of the Named Insured covered by the above referenced policies. Orange County is listed as additonal insured with respect to General Liability. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange Count 9 y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. PO BOX 8181 Hillsborough, NC 27278 AUTHORIZED REPRESENTATIVE ACORD 25 (2016103) © 1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD