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4.13 i- � I I 1 4.13 FINANCIAL\2021\Purchase-Cemetery Storage Building-DECREASED COST-Bluescope Construction-Transfer From Capital Reserve.64-5-3 RESOLUTION AUTHORIZING ACCEPTANCE OF PROPOSAL AND COST DECREASE FOR PURCHASE AND CONSTRUCTION OF STORAGE BUILDING AT PINE VIEW CEMETERY BY t BLUESCOPE CONSTRUCTION, INC. i RESOLUTION NO.: ,2021 i INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, by Resolution No.: 417,2020, the Queensbury Town Board authorized the: 1) establishment of Cemetery Storage Building Capital Project No. 236 in the amount of- $498,588 to establish funding for expenses related to the Cemetery Storage Building Capital Project; 2) finalization of Building design consistent with the Sourcewell cooperative, municipal purchasing program; and 3) purchase and construction of a Rough Order Magnitude (ROM) Storage Building by B1ueScope Construction Inc. in accordance with Sourcewell for the amount of $498,588, and WHEREAS, the Town Board previously acknowledged that the exact details of such Building and the price would be determined consistent with the Sourcewell bid during the finalization of design process and that the Town Board would have to approve such bidding and final price at that time if different than that approved in Resolution No.: 417,2020 and if the Town Board should approve a total cost for the Building of at least $500,000, it was a condition of approval that B1ueScope Construction, Inc. shall have to comply with the New York State Wicks Law for this project,and WHEREAS, B1ueScope Construction, Inc. advised the Town that the cost of the Building had increased due to a national rise in building construction supplies and costs and therefore submitted a ievised Proposal to the Town dated April 23, 2021 for the amount of$509,146, or an . increase of $10,558 and by Resolution No.: 161,2021, the Town Board authorized the Revised Proposal and increased cost, and WHEREAS, BlueScope Construction, Inc. has now advised the Town that the cost of the Building has decreased and has' therefore submitted a Revised Proposal/Agreement to the Town dated May 14, 2021 for the amount of$499,307, and WHEREAS, the above Resolutions were adopted subject to Permissive Referendum and the Permissive Referendum period has passed and the amount in the revised Proposal/Agreement is for a lesser amount so no additional Permissive Referendum is required, and WHEREAS, the Town Board, Town Cemetery Superintendent and Cemetery Commission have reviewed such proposal and wish to authorize the Revised Proposal/Agreement and decreased cost, NOW,THEREFORE,BE IT RESOLVED, that the Queensbury Town Board hereby approves and authorizes BlueScope Construction Inc.'s Revised Proposal/Agreement dated May 14, 2021 in substantially the form presented at this meeting for the purchase and construction of a Rough Order Magnitude (ROM) Storage Building in accordance with the cooperative, municipal purchasing program Sourcewell for the amount of$499,307, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to execute any necessary documentation, including the Proposal/Agreement between the Town and BlueScope Construction, Inc., substantially in the form presented at this meeting and in a form acceptable to the Town Supervisor, Cemetery Superintendent, Town Budget Officer and/or Town Counsel, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor, Cemetery Superintendent, Town Budget Officer, Purchasing Agent and/or Town Counsel to take any and all actions necessary to effectuate the terms of this Resolution, and BE IT FURTHER, RESOLVED, that the Town Board further affirms and ratifies Resolution No.: 417,2020 in all other respects. Duly adopted this 171"day of May,2021, by the following vote: AYES NOES ABSENT: RESOLUTION AUTHORIZING PURCHASE AND CONSTRUCTION OF STORAGE BUILDING AT PINE VIEW CEMETERY BY BLUESCOPE CONSTRUCTION, INC. AND ESTABLISHMENT OF CEMETERY STORAGE BUILDING CAPITAL PROJECT FUND #236 RESOLUTION NO.: 417,2020 INTRODUCED BY: Mr. George Ferone WHO MOVED ITS ADOPTION SECONDED BY: Mr. Anthony Metivier WHEREAS, the Town of Queensbury's Cemetery Superintendent and Cemetery Commission have recommended that the Town Board authorize the establishment of a Cemetery Storage Building Capital Project to provide for the purchase and construction of a storage building at the Pine View Cemetery, and WHEREAS, Sourcewell is a cooperative, municipal purchasing program that specifically benefits municipalities countrywide, including the Town of Queensbury, which program combines competitive bidding and best value criteria, and WHEREAS, the New York State Legislature adopted legislation allowing any political subdivision in New York State to "piggyback" off an existing County/State Bid and therefore, due to the agreeable and advantageous terms represented by BlueScope Construction, Inc., in this instance, the Town of Queensbury wishes to piggyback with Sourcewell for the purchase and installation of a Rough Order Magnitude (ROM) Storage Building as set forth in BlueScope Construction's letter and proposal dated November 13, 2020 for the amount of $498,588 as presented at this meeting, and WHEREAS, the Town of Queensbury will adhere to all New York State bidding requirements, and WHEREAS, the Town Board wishes to accordingly establish Cemetery Storage Building Capital Project No.: 236 and authorize withdrawals and expenditures in the amount of$498,598 from Capital Reserve No. 64 to fund this Capital Project, and WHEREAS, in accordance with New York State General Municipal Law §6(c), the Town Board is authorized to withdraw and expend funds from Capital Reserve No. 64 subject to permissive referendum, NOW, THEREFORE,BE IT RESOLVED, that the Queensbury Town Board hereby authorizes establishment of Cemetery Storage Building Capital Project No. 236 in the amount of $498,588 to establish funding for expenses related to the Cemetery Storage Building Capital Project described in the preambles of this Resolution, and BE IT FURTHER, RESOLVED, that the Queensbury Town Board hereby approves and authorizes the finalization of design consistent with the Sourcewell bid and purchase and construction of a Rough Order Magnitude (ROM) Storage Building by Blue as set forth in BlueScope Construction Inc.'s letter and proposal dated November 13, 2020 substantially in the form presented at this meeting and in accordance with the cooperative, municipal purchasing program Sourcewell for the amount of $498,588, and BE IT FURTHER, RESOLVED, that the Town Board acknowledges that the exact details of such building and the price will be determined consistent with the Sourcewell bid during the finalization of design process and that the Town Board will have to approve such bidding and final price at that time if different than that approved in this Resolution and if the Town Board should approve a total cost for the building of at least$500,000, it is a condition of approval that BlueScope Construction, Inc. shall have to comply with the New York State Wicks Law for this project, and BE IT FURTHER, RESOLVED, that this Resolution is contingent upon BlueScope Construction, Inc., paying prevailing wages as required for municipal projects under New York State Laws, and BE IT FURTHER, RESOLVED, that the Town Board hereby finds that the withdrawals and expenditures for such Capital Project are expenditures for a specific capital project for which the Capital Reserve Fund No. 64 was established, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs establishment of appropriations and estimated revenues as follows: • 001-9950-9030-0064 Transfer to Capital Project- $498,588 • 236-0000-55031 Interfund Revenues - $498,588 • 236-8810-2899 Capital Construction- $498,588 and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Budget Officer to amend the Town Budget, make any adjustments, budget amendments, transfers or prepare any documentation necessary to establish such appropriations and estimated revenues, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to execute any necessary documentation, including any needed Agreement between the Town and B1ueScope Construction, Inc., in form acceptable to the Town Supervisor, Cemetery Superintendent, Town Budget Officer and/or Town Counsel, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor, Cemetery Superintendent, Town Budget Officer, Purchasing Agent and/or Town Counsel to take any and all action necessary to effectuate the terms of this Resolution, and BE IT FURTHER, RESOLVED, that this Resolution is subject to a permissive referendum in accordance with the provisions of Town Law Article 7 and the Town Board hereby authorizes and directs the Town Clerk to publish and post such notices and take such other actions as may be required by law. Duly adopted this 2 1"day of December, 2020, by the following vote: AYES: Mr. Ferone, Mrs. Magee, Mr. Strough, Mr. Metivier,Mr. Freer NOES: None ABSENT: None RESOLUTION AUTHORIZING COST INCREASE OF PURCHASE AND CONSTRUCTION OF STORAGE BUILDING AT PINE VIEW CEMETERY BY BLUESCOPE CONSTRUCTION, INC. RESOLUTION NO.: 161,2021 INTRODUCED BY: Mr. Harrison Freer WHO MOVED ITS ADOPTION SECONDED BY: Mr.Anthony Metivier WHEREAS, by Resolution No.: 417, 2020, the Queensbury Town Board authorized the: 1) establishment of Cemetery Storage Building Capital Project No. 236 in the amount of $498,588 to establish funding for expenses related to the Cemetery Storage Building Capital Project; 2) finalization of Building design consistent with the Sourcewell cooperative, municipal purchasing program; and 3) purchase and construction of a Rough Order Magnitude (ROM) Storage Building by B1ueScope Construction Inc. in accordance with Sourcewell for the amount of $498,588, and WHEREAS, the Town Board previously acknowledged that the exact details of such Building and the price would be determined consistent with the Sourcewell bid during the finalization of design process and that the Town Board would have to approve such bidding and final price at that time if different than that approved in Resolution No.: 417, 2020 and if the Town Board should approve a total cost for the Building of at least $500,000, it was a condition of approval that B1ueScope Construction, Inc. shall have to comply with the New York State Wicks Law for this project, and WHEREAS, BlueScope Construction, Inc. has advised the Town that the cost of the Building has increased due to a national rise in building construction supplies and costs and therefore has submitted a Revised Proposal to the Town dated April 23, 2021 for the amount of $509,146, or an increase of$10,558, and WHEREAS, the Town Board, Town Cemetery Superintendent and Cemetery Commission have reviewed such proposal and wish to authorize the Revised Proposal and increased cost, f NOW, THEREFORE,BE IT RESOLVED, that the Queensbury Town Board hereby approves and authorizes BlueScope Construction Inc.'s Revised Proposal dated April 23, 2021 in substantially in the form presented at this meeting for the purchase and construction of a Rough Order Magnitude (ROM) Storage Building in accordance with the cooperative, municipal purchasing program Sourcewell for the amount of$509,146 with a condition of this approval being that BlueScope Construction, Inc. shall comply with the New York State Wicks Law, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Budget Officer to amend the Town Budget and any actions necessary to increase appropriations and estimated revenues as follows: 001-9950-9030-0064 Transfer to Capital Project- $10,558 • 236-0000-55031 Interfund Revenues - $10,558 • 236-8810-2899 Capital Construction- $10,558 and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor, Cemetery Superintendent, Town Budget Officer, Purchasing Agent and/or Town Counsel to take any and all actions necessary to effectuate the terms of this Resolution, and BE IT FURTHER, RESOLVED, that the Town Board further affirms and ratifies Resolution No.: 417, 2020 in all other respects, and BE IT FURTHER, RESOLVED, that this Resolution is subject to a permissive referendum in accordance with the provisions of Town Law Article 7 and the Town Board hereby authorizes and directs the Town Clerk to publish and post such notices and take such other actions as may be required by law. Duly adopted this 3rd day of May, 2021, by the following vote: AYES Mr. Ferone,Mr. McNulty, Mr. Strough,Mr. Metivier,Mr. Freer NOES None ABSENT: None DBIA STANDARD FORM OF AGREEMENT BETWEEN OWNER AND DESIGN- BUILDER/CONSTRUCTION MANAGER - LUMP SUM Document No. 525 Second Edition, 2010 ©Design-Build Institute of America DBIA Document No.525 Standard Form of Agreement Between Owner and Design-Builder/Construction Manager-Lump Sum ©2010 Design-Build Institute of America DBIA 525—Sourcewell NEW YORK Contracts Only 07/2020 TABLE OF CONTENTS Article Name Page Article1 Scope of Work.................................................................................................2 Article 2 Contract Documents........................................................................................2 Article 3 Interpretation and Intent ..................................................................................2 Article 4 Ownership of Work Product.............................................................................3 Article5 Contract Time..................................................................................................4 Article6 Contract Price..................................................................................................4 Article 7 Procedure for Payment ...................................................................................5 Article 8 Termination for Convenience ..........................................................................6 Article 9 Representative of the Parties .........................................................................7 Article 10 Bonds and Insurance .....................................................................................8 Article 11 Other Provisions.............................................................................................8 DBIA Document No.525 Standard Form of Agreement Between Owner and Design-Builder/Construction Manager-Lump Sum ©2010 Design-Build Institute of America DBIA 525—Sourcewell NEW YORK Contracts Only 07/2020 DBIA Standard Form of Agreement Between Owner and Design-Builder/CONSTRUCTION MANAGER - Lump Sum This document has important legal consequences. Consultation with an attorney is recommended with respect to its completion or modification. This AGREEMENT is made as of the 14th day of May in the year of 2021, by and between the following parties, for services in connection with the Project identified below. OWNER: (Name and address) Town of Queensbury 742 Bay Rd. Queensbury, NY 12804 DES IGN-BUI LDER/CONSTRUCTION MANAGER: (Name and address) BlueScope Construction, Inc. 1540 Genessee Street Kansas City, MO 64102 (816) 245-6000 PROJECT: (Include Project name and location as it will appear in the Contract Documents) Town of Queensbury Pine View Cemetery Storage Building 21 Quaker Road Queensbury, NY 12804 518-761-8200 In consideration of the mutual covenants and obligations contained herein, Owner and Design- Builder/Construction Manager(referred to throughout as"Design-Builder") agree as set forth herein. DBIA Document No.525 Page 1 Standard Form of Agreement Between Owner and Design-Builder/Construction Manager-Lump Sum ©2010 Design-Build Institute of America DBIA 525—Sourcewell NEW YORK Contracts Only 07/2020 Article 1 Scope of Work 1.1 Design-Builder shall perform all design and general construction services, and provide all material, equipment, tools and labor, necessary to complete the Work described in and reasonably inferable from the Contract Documents. Article 2 Contract Documents 2.1 The Contract Documents are comprised of the following: 2.1.1 All written modifications, amendments, minor changes and Change Orders to this Agreement issued in accordance with DBIA Document No. 535, Standard Form of General Conditions of Contract Between Owner and Design-Builder(2010 Edition) ("General Conditions of Contract"); 2.1.2 The Basis of Design Documents, including the Owner's Project Criteria, Design-Builder's Proposal and the Deviation List and or Assumptions/Clarifications/Exclusions, if any, contained in the Design-Builder's Proposal, which shall specifically identify any and all deviations from Owner's Project Criteria; 2.1.3 This Agreement, including all exhibits and attachments, executed by Owner and Design- Builder; 2.1.4 The General Conditions of Contract; and 2.1.5 Construction Documents prepared and approved in accordance with Section 2.4 of the General Conditions of Contract. Article 3 Interpretation and Intent 3.1 Design-Builder and Owner, prior to execution of the Agreement, shall carefully review all the Contract Documents, including the various documents comprising the Basis of Design Documents, for any conflicts or ambiguities. Design-Builder and Owner will discuss and resolve any identified conflicts or ambiguities prior to execution of the Agreement. 3.2 The Contract Documents are intended to permit the parties to complete the Work and all obligations required by the Contract Documents within the Contract Time(s) for the Contract Price. The Contract Documents are intended to be complementary and interpreted in harmony so as to avoid conflict, with words and phrases interpreted in a manner consistent with construction and design industry standards. In the event inconsistencies, conflicts, or ambiguities between or among the Contract Documents are discovered after execution of the Agreement, Design-Builder and Owner shall attempt to resolve any ambiguity, conflict or inconsistency informally, recognizing that the Contract Documents shall take precedence in the order in which they are listed in Section 2.1 hereof. Conflicts existing within Section 2.1.2 shall be resolved by giving precedence first to the Deviation List, if any, then the Owner's Project Criteria, and then the Design-Builder's Proposal. DBIA Document No.525 Page 2 Standard Form of Agreement Between Owner and Design-Builder/Construction Manager-Lump Sum ©2010 Design-Build Institute of America DBIA 525—Sourcewell NEW YORK Contracts Only 07/2020 3.3 Terms, words and phrases used in the Contract Documents, including this Agreement, shall have the meanings given them in the General Conditions of Contract. 3.4 If Owner's Project Criteria contain design specifications: (a) Design-Builder shall be entitled to reasonably rely on the accuracy of the information represented in such design specifications and their compatibility with other information set forth in Owner's Project Criteria, including any performance specifications; and (b) Design-Builder shall be entitled to an adjustment in the Contract Price and/or Contract Time(s) to the extent Design-Builder's cost and/or time of performance have been adversely impacted by such inaccurate design specification. 3.5 The Contract Documents form the entire agreement between Owner and Design-Builder and by incorporation herein are as fully binding on the parties as if repeated herein. No oral representations or other agreements have been made by the parties except as specifically stated in the Contract Documents. Article 4 Ownership of Work Product 4.1 Work Product. All drawings, specifications and other documents and electronic data, including such documents identified in the General Conditions of Contract, furnished by Design-Builder to Owner under this Agreement ("Work Product") are deemed to be instruments of service and Design-Builder shall retain the ownership and property interests therein, including but not limited to any intellectual property rights, copyrights and/or patents, subject to the provisions set forth in Sections 4.2 through 4.5 below. 4.2 Owner's Limited License Upon Project Completion and Payment in Full to Design-Builder. Upon Owner's payment in full for all Work performed under the Contract Documents, Design-Builder shall grant Owner a limited license to use the Work Product in connection with Owner's occupancy of the Project, conditioned on Owner's express understanding that its alteration of the Work Product without the involvement of Design-Builder is at Owner's sole risk and without liability or legal exposure to Design- Builder or anyone working by or through Design-Builder, including Design Consultants of any tier (collectively the"Indemnified Parties"), and on the Owner's obligation to provide the indemnity set forth in Section 4.5 below. 4.3 Owner's Limited License upon Owner's Termination for Convenience or Design-Builder's Election to Terminate. If Owner terminates this Agreement for its convenience as set forth in Article 8 hereof, or if Design-Builder elects to terminate this Agreement in accordance with Section 11.4 of the General Conditions of Contract, Design-Builder shall, upon Owner's payment in full of the amounts due Design-Builder under the Contract Documents, grant Owner a limited license to use the Work Product to complete the Project and subsequently occupy the Project, and Owner shall thereafter have the same rights as set forth in Section 4.2 above, conditioned on the following: 4.3.1 Use of the Work Product is at Owner's sole risk without liability or legal exposure to any Indemnified Party and on the Owner's obligation to provide the indemnity set forth in Section 4.5 below; and 4.4 Owner's Limited License upon Design-Builder's Default. If this Agreement is terminated due to Design-Builder's default pursuant to Section 11.2 of the General Conditions of Contract, then Design- Builder grants Owner a limited license to use the Work Product to complete the Project and subsequently occupy the Project, and Owner shall thereafter have the same rights and obligations as set forth in Section 4.2 above. Notwithstanding the preceding sentence, if it is ultimately determined that Design-Builder was not in default, Owner shall be deemed to have terminated the Agreement for convenience, and Design- Builder shall be entitled to the rights and remedies set forth in Section 4.3 above. DBIA Document No.525 Page 3 Standard Form of Agreement Between Owner and Design-Builder/Construction Manager-Lump Sum ©2010 Design-Build Institute of America DBIA 525—Sourcewell NEW YORK Contracts Only 07/2020 4.5 Owner's Indemnification for Use of Work Product. If Owner is required to indemnify any Indemnified Parties based on the use or alteration of the Work Product under any of the circumstances identified in this Article 4, Owner shall defend, indemnify and hold harmless such Indemnified Parties from and against any and all claims, damages, liabilities, losses and expenses, including attorneys'fees, arising out of or resulting from the use or alteration of the Work Product. Article 5 Contract Time 5.1 Date of Commencement. The Work shall commence within five (5) days of Design-Builder's receipt of Owner's Notice to Proceed ("Date of Commencement") unless the parties mutually agree otherwise in writing. 5.2 Substantial Completion and Final Completion. 5.2.1 Substantial Completion of the entire Work shall be achieved no later than 196 days one hundred ninety-six days) calendar days after the Date of Commencement and following all necessary permit approvals ("Scheduled Substantial Completion Date"). 5.2.2 Final Completion of the Work or identified portions of the Work shall be achieved as expeditiously as reasonably practicable. Final Completion is the date when all Work is complete pursuant to the defiriition of Final Completion set forth in Section 1.2.7 of the General Conditions of Contract. 5.2.3 All of the dates set forth in this Article 5(collectively the"Contract Time(s)°)shall be subject to adjustment in accordance with the General Conditions of Contract. 5.3 Time is of the Essence.Owner and Design-Builder mutually agree that time is of the essence with respect to the dates and times set forth in the Contract Documents. Article 6 Contract Price 6.1 Contract Price. Owner shall pay Design-Builder in accordance with Article 6 of the General Conditions of Contract the sum of Four hundred ninety-nine thousand, three hundred seven and no/100 Dollars ($499,307.00) ("Contract Price"), subject to adjustments made in accordance with the General Conditions of Contract. Unless otherwise provided in the Contract Documents, the Contract Price is deemed to include all sales, use, consumer and other taxes mandated by applicable Legal Requirements. 6.2 Markups for Changes. If the Contract Price requires an adjustment due to changes in the Work, and the cost of such changes is determined under Sections 9.4.1.3 or 9.4.1.4 of the General Conditions of Contract, the following markups shall be allowed on such changes: 6.2.1 For additive Change Orders, including additive Change Orders arising from both additive and deductive items, it is agreed that Design-Builder shall receive a Fee of fifteen percent(15%)of the additional costs incurred for that Change Order. 6.2.2 For deductive Change Orders, including deductive Change Orders arising from both additive and deductive items, the deductive amounts shall include: DBIA Document No.525 Page 4 Standard Form of Agreement Between Owner and Design-Builder/Construction Manager-Lump Sum ©2010 Design-Build Institute of America DBIA 525—Sourcewell NEW YORK Contracts Only 07/2020 No additional reduction to account for Design-Builder's Fee or any other markup. 6.3 Allowance Items and Allowance Values. 6.3.1 Any and all Allowance Items,as well as their corresponding Allowance Values,are set forth in Exhibit A- Proposal attached hereto. 6.3.2 Design-Builder and Owner have worked together to review the Allowance Items and Allowance Values based on design information then available to determine that the Allowance Values constitute reasonable estimates for the Allowance Items. Design-Builder and Owner will continue working closely together during the preparation of the design to develop Construction Documents consistent with the Allowance Values. Nothing herein is intended in any way to constitute a guarantee by Design-Builder that the Allowance Item in question can be performed for the Allowance Value. 6.3.3 No work shall be performed on any Allowance Item without Design-Builder first obtaining in writing advanced authorization to proceed from Owner. Owner agrees that if Design-Builder is not provided written authorization to proceed on an Allowance Item by the date set forth in the Project schedule,due to no fault of Design-Builder, Design-Builder may be entitled to an adjustment of the Contract Time(s) and Contract Price. 6.3.4 The Allowance Value for an Allowance Item includes the direct cost of labor, materials, equipment, transportation, taxes and insurance associated with the applicable Allowance Item. All other costs, including design fees, Design-Builder's overall project management and general conditions costs, overhead and fee, are deemed to be included in the original Contract Price, and are not subject to adjustment, regardless of the actual amount of the Allowance Item. 6.3.5 Whenever the actual costs for an Allowance Item is more than or less than the stated Allowance Value, the Contract Price shall be adjusted accordingly by Change Order, subject to Section 6.3.4. The amount of the Change Order shall reflect the difference between actual costs incurred by Design-Builder for the particular Allowance Item and the Allowance Value. Article 7 Procedure for Payment 7.1 Progress Payments. 7.1.1 Design-Builder shall submit to Owner on the twenty fifth(251')day of each month, beginning with the first month after the Date of Commencement, Design-Builder's Application for Payment in accordance with Article 6 of the General Conditions of Contract. 7.1.2 Owner shall make payment within thirty (30) days after Owner's receipt of each properly submitted and accurate Application for Payment in accordance with Article 6 of the General Conditions of Contract, but in each case less the total of payments previously made, and less amounts properly withheld under Section 6.3 of the General Conditions of Contract. 7.2 Retainage on Progress Payments. 7.2.1 Owner will retain ten percent (10%) of each Application for Payment provided, however, that when fifty percent(50%)of the Work has been satisfactorily completed by Design-Builder and Design-Builder is otherwise in compliance with its contractual obligations, Owner will not retain any additional retention amounts from Design-Builder's subsequent Applications for Payment. Owner DBIA Document No.525 Page 5 Standard Form of Agreement Between Owner and Design-Builder/Construction Manager-Lump Sum ©2010 Design-Build Institute of America DBIA 525—Sourcewell NEW YORK Contracts Only 07/2020 will also reasonably consider reducing retainage for Subcontractors completing their work early in the Project. 7.2.2 Within fifteen (15) days after Substantial Completion of the entire Work or, if applicable, any portion of the Work, pursuant to Section 6.6 of the General Conditions of Contract, Owner shall release to Design-Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal,to (a) the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion and (b) all other amounts Owner is entitled to withhold pursuant to Section 6.3 of the General Conditions of Contract. 7.3 Final Payment. Design-Builder shall submit its Final Application for Payment to Owner in accordance with Section 6.7 of the General Conditions of Contract. Owner shall make payment on Design- Builder's properly submitted and accurate Final Application for Payment within thirty(30)days after Owner's receipt of the Final Application for Payment, provided that Design-Builder has satisfied the requirements for final payment set forth in Section 6.7.2 of the General Conditions of Contract. 7.4 Interest. Payments due and unpaid by Owner to Design-Builder, whether progress payments or final payment, shall bear interest commencing five(5) days after payment is due at the rate of one percent (1%) per month, or maximum allowed by applicable state law,whichever is greater, until paid. 7.5 Record Keeping and Finance Controls. With respect to changes in the Work performed on a cost basis by Design-Builder pursuant to the Contract Documents, Design-Builder shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management, using accounting and control systems in accordance with generally accepted accounting principles and as may be provided in the Contract Documents. During the performance of the Work and for a period of three (3) years after Final Payment, Owner and Owner's accountants shall be afforded access to, and the right to audit from time-to-time, upon reasonable notice, Design-Builder's records, books, correspondence, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to changes in the Work performed on a cost basis in accordance with the Contract Documents, all of which Design-Builder shall preserve for a period of three(3)years after Final Payment.Such inspection shall take place at Design- Builder's offices during normal business hours unless another location and time is agreed to by the parties. Any multipliers or markups agreed to by the Owner and Design-Builder as part of this Agreement are only subject to audit to confirm that such multiplier or markup has been charged in accordance with this Agreement, with the composition of such multiplier or markup not being subject to audit. Article 8 Termination for Convenience 8.1 Upon ten (10) days'written notice to Design-Builder, Owner may, for its convenience and without cause, elect to terminate this Agreement. In such event, Owner shall pay Design-Builder for the following: 8.1.1 All Work executed and for proven loss, cost or expense in connection with the Work; 8.1.2 The reasonable costs and expenses attributable to such termination, including demobilization costs and amounts due in settlement of terminated contracts with Subcontractors and Design Consultants; and 8.1.3 Overhead and profit in the amount of fifteen percent(15%)on the sum of items 8.1.1 and 8.1.2 above. 8.2 In addition to the amounts set forth in Section 8.1 above, Design-Builder shall be entitled to receive one of the following as applicable: DBIA Document No.525 Page 6 Standard Form of Agreement Between Owner and Design-Builder/Construction Manager-Lump Sum ©2010 Design-Build Institute of America DBIA 525—Sourcewell NEW YORK Contracts Only 07/2020 8.2.1 If Owner terminates this Agreement prior to commencement of construction, Design- Builder shall be paid fifteen percent(15%) of the remaining balance of the Contract Price. 8.2.2 If Owner terminates this Agreement after commencement of construction, Design-Builder shall be paid fifteen percent(15%) of the remaining balance of the Contract Price. 8.3 If Owner terminates this Agreement pursuant to Section 8.1 above and proceeds to design and construct the Project through its employees, agents or third parties, Owner's rights to use the Work Product shall be as set forth in Section 4.3 hereof. Such rights may not be transferred or assigned to others without Design-Builder's express written consent and such third parties' agreement to the terms of Article 4. Article 9 Representatives of the Parties 9.1 Owner's Representatives. 9.1.1 Owner designates the individual listed below as its Senior Representative("Owner's Senior Representative"), which individual has the authority and responsibility for avoiding and resolving disputes under Section 10.2.3 of the General Conditions of Contract: (Identify individual's name, title, address and telephone numbers) Name: John Strough Address: 742 Bay Rd. Address: City/State/Zip: Queensbury, NY 12804 Phone: 518-761-8229 9.1.2 Owner designates the individual listed below as its Owner's Representative, which individual has the authority and responsibility set forth in Section 3.4 of the General Conditions of Contract: (Identify individual's name,title,address and telephone numbers) Name: John Strough Address: 742 Bay Rd. Address: City/State/Zip: Queensbury, NY 12804 Phone: 518-761-8229 9.2 Design-Builder's Representatives. 9.2.1 Design-Builder designates the individual listed below as its Senior Representative ("Design-Builder's Senior Representative"),which individual has the authority and responsibility for avoiding and resolving disputes under Section 10.2.3 of the General Conditions of Contract: (Identify individual's name,title,address and telephone numbers) DBIA Document No.525 Page 7 Standard Form of Agreement Between Owner and Design-Builder/Construction Manager-Lump Sum ©2010 Design-Build Institute of America DBIA 525—Sourcewell NEW YORK Contracts Only 07/2020 9.2 Design-Builder's Representatives (continued) Name: Brian Aldrich Director, Government Services Address: 1540 Genessee Street Address: Kansas City, MO 64102 Phone: 816-589-3761 9.2.2 Design-Builder designates the individual listed below as its Design-Builder's Representative, which individual has the authority and responsibility set forth in Section 2.1.1 of the General Conditions of Contract: (Identity individual's name,title,address and telephone numbers) Name: Rasa Kozak Senior Project Manager Address: 1540 Genessee Street City/State/Zip: Kansas City, MO 64102 Phone: 816-681-4328 Article 10 Bonds and Insurance 10.1 Insurance. Design-Builder and Owner shall procure the insurance coverages in accordance with Article 5 of the General Conditions of Contract. 10.2 Bonds. Design-Builder shall provide the following performance bond and labor and material payment bond: Performance Bond. x Required ❑ Not Required Payment Bond. x Required ❑ Not Required Article 11 Other Provisions 11.1 Other provisions, if any, are as follows: 11.1.1 Ownership of Project Site. As an inducement to Design Builder to commence and to continue to execute the Work, Owner represents that it is the owner of the land upon which the Project is to be constructed, or otherwise secure payment terms. In the event Owner does not furnish Design Builder with satisfactory evidence of Owner's clear title to the property, Design DBIA Document No.525 Page 8 Standard Form of Agreement Between Owner and Design-Builder/Construction Manager-Lump Sum ©2010 Design-Build Institute of America DBIA 525—Sourcewell NEW YORK Contracts Only 07/2020 Builder may immediately suspend all operations and material orders, including removing steel from the mill rolling schedule, until such time as Owner has provided a Payment Bond in a form and amount acceptable to Design Builder.. 11.1.2 Compliance with Wicks Law. In developing specifications under this Agreement, Design- Builder and Owner agree that the Design-Builder will develop separate specifications for(1)general construction; (2) plumbing and gas fitting work; (3) steam, hot water heating, ventilation and air conditioning work;and(4)electrical wiring and illuminating fixtures work. Design-Builder and Owner further agree that Design-Builder will subcontract with a contractor to construct all portions of the Project except for electrical, HVAC, and plumbing. Such subcontract shall include an additional fee for the contractor to oversee the separate prime contracts awarded to the separate contractors performing the plumbing and gas fitting work; the steam, hot water heating, ventilation, and air condition work; and the electrical wiring and illuminating fixture work, with such fee being incorporated into the Owner/Design-Builder contract. Design-Builder and Owner agree that Owner will, via the Design-Builder, solicit separate bids, with such bids being provided to both Owner and Design-Builder,for the plumbing and gas fitting work; the steam, hot water heating,ventilation, and air condition work; and the electrical wiring and illuminating fixture work before selecting the appropriate bid for each type of work. Design-Builder and Owner agree that the Design-Builder will, on behalf of the Owner, subcontract with each of the selected bidders. In executing this Agreement, Owner and Design-Builder each individually represents that it has the necessary financial resources to fulfill its obligations under this Agreement, and each has the necessary corporate approvals to execute this Agreement, and perform the services described herein. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. OWNER: DESIGN-BUILDER: BlueScope Construction, Inc. (Name of Owner) (Name of Design-Builder) (Signature) (Signature) Brian Aldrich (Printed Name) (Printed Name) Director, Government Services (Title) (Title) Date: Date: Caution: You should sign an original DBIA document which has this caution printed in blue. An original assures that changes will not be obscured as may occur when documents are reproduced. DBIA Document No.525 Page 9 Standard Form of Agreement Between Owner and Design-Builder/Construction Manager-Lump Sum ©2010 Design-Build Institute of America DBIA 525—Sourcewell NEW YORK Contracts Only 07/2020