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s y 4.19 FINANCIAL\2021\Purchase-Highway Building on Big Bay-Bluescope Construction-Best Value and Pi6gybacking=Sourcewell-Revised Proposal Decreased S Proposal- 6-21 RESOLUTION AUTHORIZING ACCEPTANCE OF REVISED PROPOSAL AND COST DECREASE FOR PURCHASE AND CONSTRUCTION OF HIGHWAY STORAGE BUILDING ON BIG BAY ROAD BY BLUESCOPE CONSTRUCTION, INC. RESOLUTION NO.: 92021 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, by Resolution No.: 162,2021, the Queensbury Town Board authorized the: 1) establishment of a Highway Building on Big Bay Road Capital Project No. 238 to establish funding for expenses related to the purchase and construction of a Highway Department Storage Building on Big Bay Road (Storage Building); 2) finalization of a Storage 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.'s (B1ueScope) in accordance with Sourcewell and B1ueScope's April 23, 2021 proposal for the amount of$534,060, and WHEREAS, by Resolution No.: 181,2021,the Town Board authorized an advertisement for bids for the purchase and installation of such a Storage Building, and WHEREAS, B1ueScope has submitted a Revised Proposal to the Town dated June 3, 2021 for the amount of $460,702, or a decrease in the amount of $73,358 from its April 23, 2021 proposal, such new Proposal including work to construct the Storage Building's foundation, floor and building, and plumbing and electrical work, but excluding work to complete the inside plumbing, electrical and HVAC finish work, such excluded work to be bid out by the Town as authorized by Resolution No.: 181,2021, WHEREAS, Resolution No.: 162,2021 was 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 and-Town Highway Superintendent have reviewed and recommended approval of the Revised Proposal/Agreement and decreased cost, WHEREAS, the Town of Queensbury will continue to adhere to all New York State bidding requirements, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby approves and authorizes B1ueScope Construction Inc.'s Revised Proposal/Agreement dated June 3, 2021 in substantially the form presented at this meeting for the purchase and construction of the Highway Department's Rough Order Magnitude (ROM) Storage Building on Big Bay Road in accordance with the cooperative, municipal purchasing program Sourcewell for the amount of$460,702,and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to execute the Revised Proposal/Agreement substantially in the form presented at this meeting and any other necessary documentation, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor, Highway 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 7 BE IT FURTHER, RESOLVED, that-the Town Board further affirms and ratifies Resolution Nos: 162,2021 and 181,2021 in all other respects. Duly adopted this 21S`day of June, 2021, by the following vote: AYES NOES ABSENT: RESOLUTION AUTHORIZING PURCHASE AND CONSTRUCTION OF HIGHWAY BUILDING ON BIG BAY ROAD BY BLUESCOPE CONSTRUCTION, INC. AND ESTABLISHMENT OF HIGHWAY BUILDING ON BIG BAY ROAD CAPITAL PROJECT FUND #238 RESOLUTION NO.: 162,2021 INTRODUCED BY: Mr.Harrison Freer WHO MOVED ITS ADOPTION SECONDED BY: Mr.Anthony Metivier WHEREAS, the Town of Queensbury's Highway Superintendent has recommended that the Town Board authorize the establishment of a Highway Building on Big Bay Road Capital Project to provide for the purchase and construction of a Highway Department building on Big Bay Road,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 April 23, 2021 for the amount of$534,060 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 the Highway Building on Big Bay Road Capital Project No.: 238 and authorize withdrawals and expenditures in the amount of $534,060 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 the Highway Building on Big Bay Road Capital Project No. 238 in the amount of $534,060 to establish funding for expenses related to the 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 B1ueScope Construction Iric.'s letter and proposal dated April 29, 2021 substantially in the form presented at this meeting and in accordance with the cooperative, municipal purchasing program Sourcewell for the amount of $534,060, 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 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 1 • ' 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: 0 001-9950-9030-0064 Transfer to Capital Project-$534,060 • 238-0000-55031 Interfund Revenues -$534,060 238-1620-2899 Capital Construction- $534,060 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 Ir 'r execute any necessary documentation, including any needed Agreement between the Town and B1ueScope Construction, Inc., in form acceptable to the Town Supervisor, Highway Superintendent, Town Budget Officer and/or Town Counsel, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor, Highway 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 3`d day of May, 2021,by the following vote: AYES Mr. Ferone, Mr. McNulty, Mr. Strough,Mr. Metivier,Mr.Freer NOES None ABSENT: None I,Rose Mellon,Deputy Town Clerk of the Town of Queensbury,Warren County, New York,do hereby certify that I have compared fhe foregoing with the original resolution as listed above adopted at a ( e v'(q/ meeting of the Town Board of the Town of Queensbury held on-fhe 3 rJ day of MO,Y 20d1,at which a quorum was present and that the same is a correct transcript therefrom and of the whole original thereof to date, IN WITNESS THEREOF,I have hereto set my hand and the SEAL of said Town of Queensbury,this y-IM day of 'Mo-Y ,20a I SEAL SIGNED: Rose Mellon Deputy Town Clerk Town of Queensbury a RESOLUTION AUTHORIZING ADVERTISEMENT OF BIDS FOR STORAGE BUILDING FOR TOWN HIGHWAY DEPARTMENT TO BE LOCATED ON BIG BAY ROAD RESOLUTION NO.: 181,2021 INTRODUCED BY: Mr. Harrison Freer WHO MOVED ITS ADOPTION SECONDED BY: Mr. Timothy McNulty WHEREAS, the Queensbury Town Board wishes to advertise for bids for the purchase and installation of a Storage Building for the Highway Department to be located on Big Bay Road in the Town of Queensbury as will be more clearly specified in bid specifications to be prepared by the Town Supervisor, Town Highway Superintendent, Town Engineer and/or Town Purchasing Agent, and WHEREAS, General Municipal Law §103 requires that the Town advertise for bids and award the bids to the lowest responsible bidder(s) meeting New York State statutory requirements and the requirements set forth in the Town's bidding documents, NOW,THEREFORE,BE IT RESOLVED, that the Queensbury Town Board hereby authorizes and directs the Town's Purchasing Agent to publish an advertisement for bids in the official newspaper for the Town of Queensbury for the purchase and installation of a Storage Building for the Highway Department to be located on Big Bay Road in the Town of Queensbury as will be more clearly specified in bid specifications to be prepared by the Town Supervisor, Town Highway Superintendent, Town Engineer and/or Town Purchasing Agent, and BE IT FURTHER, RESOLVED, that upon receipt of bids, the Town Board further authorizes and directs the i J Purchasing Agent to open all such bids, read the same aloud and record the bids as is customarily done and present the bids to the Town Board. Duly adopted this 17g'day of May, 2021, by the following vote: AYES: Mr.McNulty, Mr. Strough, Mr. Metivier,Mr. Freer, Mr. Ferone NOES: None ABSENT: None DBIA STANDARD FORM OF AGREEMENT BETWEEN OWNER AND DESIGN- BUILDER FOR CONSTRUCTION SERVICES/CONSTRUCTION MANAGER - LUMP SUM Document No. 525 BSC-DBIA 525—Sourcewell NEW YORK Contracts Only 12/2019 Second Edition, 2010 ©Design-Build Institute of America TABLE OF CONTENTS Article Name Page Article1 Scope of Work............................................................................................... 10 Article 2 Contract Documents...................................................................................... 10 Article 3 Interpretation and Intent ................................................................................ 10 Article 4 Ownership of Work Product........................................................................... 11 Article 5 Contract Time................................................................................................ 12 Article 6 Contract Price................................................................................................. 12 Article 7 Procedure for Payment ................................................................................. 13 Article 8 Termination for Convenience ........................................................................ 14 Article 9 Representative of the Parties ....................................................................... 15 Article 10 Bonds and Insurance ..................................................................................... 16 Article 11 Other Provisions........................................................................................... 16 DBIA Document No.525 Standard Form of Agreement Between Owner and Design-Builder-Lump Sum ©2010 Design-Build Institute of America BSC-DBIA 525—Sourcewell NEW YORK Contracts Only 12/2019 DBIA Standard Form of Agreement Between Owner and Design-Builder For Construction Services /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 3rd day of June 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 (518)761-8240 DESIGN-BUILDER/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 Highway Building 369 Big Bay Rd. Queensbury, NY 12804 (518)761-8229 DBIA Document No.525 Page 9 Standard Form of Agreement Between Owner and Design-Builder-Lump Sum ©2010 Design-Build Institute of America BSC-DBIA 525—Sourcewell NEW YORK Contracts Only 12/2019 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. Article 1 Scope of Work 1.1 Design-Builder shall perform all design and general construction services, and provide all 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. 2.1.6 Design Builder's attached proposal package dated, 1 June 2021 attached hereto and made a part of this agreement. 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 DBIA Document No.525 Page 10 Standard Form of Agreement Between Owner and Design-Builder- Lump Sum ©2010 Design-Build Institute of America BSC-DBIA 525—Sourcewell NEW YORK Contracts Only 12/2019 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. 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 DBIA Document No.525 Page 11 Standard Form of Agreement Between Owner and Design-Builder-Lump Sum ©2010 Design-Build Institute of America BSC-DBIA 525—Sourcewell NEW YORK Contracts Only 1212019 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. 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. 0 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 is contingent upon multiple prime contracts under the Wcks Law. Specifically, the mechanical, electrical and plumbing aspects of this project are directly contracted by the owner, outside of this scope of work. The overall critical path of this project shall be the Owner's responsibility. Design-build contractor will exercise work diligently and shall endeavor to coordinate with Owner's other prime contractors in a timely fashion. 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 definition of Final Completion set forth in Section 1.2.7 of the General Conditions of Contract. 6.2.3 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 sixty thousand, seven hundred two Dollars ($460,702.00) ("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: DBIA Document No.525 Page 12 Standard Form of Agreement Between Owner and Design-Builder-Lump Sum ©2010 Design-Build Institute of America BSC-DBIA 525—Sourcewell NEW YORK Contracts Only 12/2019 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: 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, material ( if applicable), 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(251h)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 ten (10) 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. DBIA Document No.525 Page 13 Standard Form of Agreement Between Owner and Design-Builder-Lump Sum ©2010 Design-Build Institute of America BSC-DBIA 525—Sourcewell NEW YORK Contracts Only 12/2019 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 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 six percent (6%)per month, or maximum allowed by applicable state law,whichever is greater, until paid. 7.6 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 DBIA Document No.525 Page 14 Standard Form of Agreement Between Owner and Design-Builder-Lump Sum ©2010 Design-Build Institute of America BSC-DBIA 525—Sourcewell NEW YORK Contracts Only 12/2019 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: 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 DBIA Document No.525 Page 15 Standard Form of Agreement Between Owner and Design-Builder-Lump Sum ©2010 Design-Build Institute of America BSC-DBIA 525—Sourceweli NEW YORK Contracts Only 12/2019 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: 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: (Identify individual's name,title,address and telephone numbers) Name: Rasa Kozak Senior Proiect 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 payment bond: Performance Bond. ® Required ❑ Not Required Payment Bond. ® Required ❑ Not Required Article 11 Other Provisions 11.1 Other provisions, if any, are as follOWS: (insert any additional provisions) 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 16 Standard Form of Agreement.Between Owner and Design-Builder-Lump Sum ©2010 Design-Build Institute of America BSC-DBIA 525—Sourcewell NEW YORK Contracts Only 12/2019 Builder may immediately suspend all operations until such time as Owner has provided a Payment Bond in a form and amount acceptable to Design Builder. 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 17 Standard Form of Agreement Between Owner and Design-Builder-Lump Sum ©2010 Design-Build Institute of America BSC-DBIA 525—Sourcewell NEW YORK Contracts Only 12/2019 DBIA STANDARD FORM OF GENERAL CONDITIONS OF CONTRACT BETWEEN OWNER AND DESIGN-BUILDER/CONSTRUCTION MANAGER Document No. 535 Second Edition, 2010 ©Design-Build Institute of America Washington, DC BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 1212019 TABLE OF CONTENTS Article Name Page Article1 General....:...................................................................................................... 1 Article 2 Design-Builder's/Construction Manager's Services and Responsibilities......2 Article 3 Owner's Services and Responsibilities..........................................................4 Article 4 Hazardous Conditions and Differing Site Conditions.....................................5 Article 5 Insurance and Bonds ...................................................... .............................7 Article6 Payment.........................................................................................................9 Article 7 Indemnification ............................................................................................ 11 Article8 Time .....:....................................................................................................... 13 Article 9 Changes to the Contract Price and Time .................................................... 13 Article 10 Contract Adjustments and Disputes ............................................................ 15 Article 11 Stop Work and Termination for Cause ........................................................ 16 Article 12 Electronic Data............................................................................................ 19 Article 13 Miscellaneous..............................................................................................20 DBIA Document No.535 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 Article 1 General 1.1 Mutual Obligations 1.1.1 Owner and Design-Builder/Construction Manager(hereinafter"Design-Builder")commit at all times to cooperate fully with each other, and proceed on the basis of trust and good faith, to permit each party to realize the benefits afforded under the Contract Documents. 1.2 Basic Definitions 1.2.1 Agreement refers to the executed contract between Owner and Design-Builder under either DBIA Document No.525,Standard Form ofAgreement Between Ownerand Design-Builder-Lump Sum(2010 Edition). 1.2.2 Basis of Design Documents are as follows: For DBIA Document No. 525, Standard Form of Agreement Between Owner and Design-Builder—Lump Sum, the Basis of Design Documents are the Owner's Project Criteria, Design-Builder's Proposal and the Deviation List, if any. 1.2.3 Construction Documents are the documents, consisting of Drawings and Specifications,to be prepared or assembled by the Design-Builder consistent with the Basis of Design Documents unless a deviation from the Basis of Design Documents is specifically set forth in a Change Order executed by both the Owner and Design-Builder,as part of the design review process contemplated by Section 2.4 of these General Conditions of Contract. Owner and Design-Builder agree that 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. 1.2.4 Day or Days shall mean calendar days unless otherwise specifically noted in the Contract Documents. 1.2.5 Design-Build Team is comprised of the Design-Builder, the Design Consultant, and key Subcontractors identified by the Design-Builder. 1.2.6 Design Consultant is a qualified, licensed design professional who is not an employee of Design-Builder, but is retained by Design-Builder, or employed or retained by anyone under contract with Design-Builder, to furnish design services required under the Contract Documents. A Design Sub-Consultant is a qualified, licensed design professional who is not an employee of the Design Consultant, but is retained by the Design Consultant or employed or retained by anyone under contract to Design Consultant, to furnish design services required under the Contract Documents. 1.2.7 Final Completion is the date on which all Work within Design-Builder's scope of Work is complete in accordance with the Contract Documents, including but not limited to, any items identified in the punch list prepared under Section 6.6.1 and the submission of all documents set forth in Section 6.7.2. 1.2.8 Force Majeure Events are those events that are beyond the control of both Design-Builder and Owner, including the events of war, floods, labor disputes, earthquakes, epidemics, adverse weather conditions not reasonably anticipated, and other acts of God. 1.2.9 General Conditions of Contract refer to this DBIA Document No. 535, Standard Form of General Conditions of Contract Between Owner and Design-Builder(2010 Edition). 1.2.10 Hazardous Conditions are any materials, wastes, substances and chemicals deemed to be hazardous under applicable Legal Requirements, or the handling, storage, remediation, or DBIA Document No.535 Page 1 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 disposal of which are regulated by applicable Legal Requirements. 1.2.11 Legal Requirements are all applicable federal, state and local laws, codes, ordinances, rules, regulations, orders and decrees of any government or quasi-government entity having jurisdiction over the Project or Site, the practices involved in the Project or Site, or any Work. 1.2.12 Owner's Project Criteria are developed by or for Owner to describe Owner's program requirements and objectives for the Project, including use,space,price,time,site and expandability requirements, as well as submittal requirements and other requirements governing Design- Builder's performance of the Work. Owner's Project Criteria may include conceptual documents, design criteria, design performance specifications, design specifications, and LEED® or other sustainable design criteria and other Project-specific technical requirements. 1.2.13 Site is the land or premises on which the Project is located. 1.2.14 Subcontractor is any person or entity retained by Design-Builder as an independent contractor to perform a portion of the Work. 1.2.15 Sub-Subcontractor is any person or entity retained by a Subcontractor as an independent contractor to perform any portion of a Subcontractor's Work. 1.2.16 Substantial Completion is contingent upon multiple separate prime contracts under the Wicks Law. Specifically,the mechanical, electrical and plumbing aspects of this project are directly contracted by the Owner, outside of Design-Builder's scope of Work.The overall critical path of this Project shall be the Owner's responsibility. Design-builder will exercise work diligently and shall endeavor to coordinate with Owner's other separate prime contractors in a timely fashion.. 1.2.17 Work is comprised of all Design-Builder's design, construction and other services required by the Contract Documents, including procuring and furnishing all equipment, services and labor reasonably inferable from the Contract Documents. The mechanical, electrical and plumbing aspects of this Project are directly contracted by the Owner and fall outside of the Design-Builder's scope of Work. As a part of its Work, Design-Builder's Design Consultant shall only provide basic mechanical, electrical and plumbing designs which the Owner will use to publish, vet, award and manage as separate prime contracts for these trades. As a part of its scope of Work, Design- Builder's Design Consultant shall also be responsible for the foundation design and the applicable site design. Article 2 Design-Builder's Services and Responsibilities 2.1 General Services. 2.1.1 Design-Builder's Representative shall be reasonably available to Owner and shall have the necessary expertise and experience required to supervise the Work. Design-Builder's Representative shall communicate regularly with Owner and shall be vested with the authority to act on behalf of Design-Builder. Design-Builder's Representative may be replaced only with the mutual agreement of Owner and Design-Builder. 2.1.2 Design-Builder shall provide Owner with a monthly status report detailing the progress of the Work, including (i) whether the Work is proceeding according to schedule, (ii) whether discrepancies, conflicts, or ambiguities exist in the Contract Documents that require resolution, (iii) whether health and safety issues exist in connection with the Work; and(iv)other items that require resolution so as not to jeopardize Design-Builder's ability to complete the Work for the Contract Price and within the Contract Time(s). DBIA Document No.535 Page 2 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 2.1.3 Unless a schedule for the execution of the Work has been attached to the Agreement as an exhibit at the time the Agreement is executed, Design-Builder shall prepare and submit, at least three (3) days prior to the meeting contemplated by Section 2.1.4 hereof, a schedule for the execution of the Work for Owner's review and response. The schedule shall indicate the dates for the start and completion of the various stages of Work, including the dates when Owner information and approvals are required to enable Design-Builder to achieve the Contract Time(s).The schedule shall be revised as required by conditions and progress of the Work, but such revisions shall not relieve Design-Builder of its obligations to complete the Work within the Contract Time(s), as such dates may be adjusted in accordance with the Contract Documents. Owner's review of, and response to, the schedule shall not be construed as relieving Design-Builder of its complete and exclusive control over the means, methods, sequences and techniques for executing the Work. 2.1.4 The parties will meet within fifteen (15) days after execution of the Agreement to discuss issues affecting the administration of the Work and to implement the necessary procedures, including those relating to submittals and payment, to facilitate the ability of the parties to perform their obligations under the Contract Documents. 2.2 Design Professional Services. 2.2.1 Design-Builder shall, consistent with applicable state licensing laws, provide through qualified, licensed design professionals employed by Design-Builder, or procured from qualified, independent licensed Design Consultants, the necessary design services, including architectural, engineering and other design professional services, for the preparation of the required drawings, specifications and other design submittals to permit Design-Builder to complete the Work consistent with the Contract Documents. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Design Consultant. Design Consultant shall promptly respond to any objections to issuance of a building permit from the applicable municipality and revise drawings accordingly. Further, it is understood and agreed that Design-Builder has entered into a Professional Design Services Agreement dated April 30, 2021 ("St. Germain &Aupperle Consulting Engineers Design Services Agreement")with St. Germain &Aupperle Consulting Engineers, 5711 W Genessee, St. Camillus, NY 13031 (the"Design Consultant")to provide design services only for the scope of work detailed in the attached proposal package dated 1 June 2021, including.services based upon local building code requirements for permit approval and the necessary Design-build construction documents required for the successful construction of this facility. Design Consultant shall only provide the current design information, which includes basic mechanical, electrical and plumbing information that the Owner will use to publish, vet, award and manage as separate design/build prime contracts. Design Consultant shall also be responsible for the foundation design and the applicable site design. A copy of the St. Germain &Aupperle Consulting Engineers Design Services Agreement is attached hereto as Exhibit A. St. Germain &Aupperle Consulting Engineers is a New York firm licensed in the state of New York to perform such design services. The payment for these services shall be a lump sum payment of$2,500. Owner shall be a third-party beneficiary to the St. Germain &Aupperle Consulting Engineers Design Services Agreement,which is attached hereto. 2.3 Standard of Care for Design Professional Services. 2.3.1 The standard of care for all design professional services performed to execute the Work shall be the care and skill ordinarily used by members of the design profession practicing under similar conditions at the same time and locality of the Project. 2.4 Design Development Services. 2.4.1 Design-Builder and Owner shall, consistent with any applicable provision of the Contract Documents, agree upon any interim design submissions that Owner may wish to review, which DBIA Document No.535 Page 3 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 interim design submissions may include design criteria, drawings, diagrams and specifications setting forth the Project requirements. Interim design submissions shall be consistent with the Basis of Design Documents, as the Basis of Design Documents may have been changed through the design process set forth in this Section 2.4.1. On or about the time of the scheduled submissions, Design-Builder and Owner shall meet and confer about the submissions,with Design- Builder identifying during such meetings, among other things, the evolution of the design and any changes to the Basis of Design Documents, or, if applicable, previously submitted design submissions. Changes to the Basis of Design Documents, including those that are deemed minor changes under Section 9.3.1, shall be processed in accordance with Article 9. Minutes of the meetings, including a full listing of all changes, will be maintained by Design-Builder and provided to all attendees for review. Following the design review meeting, Owner shall review and approve the interim design submissions and meeting minutes in a time that is consistent with the turnaround times set forth in Design-Builder's schedule. 2.4.2 Design-Builder shall submit to Owner Construction Documents setting forth in detail drawings and specifications describing the requirements for construction of the Work. The Construction Documents shall be consistent with the latest set of interim design submissions, as such submissions may have been modified in a design review meeting and recorded in the meetings minutes. The parties shall have a design review meeting to discuss, and Owner shall review and approve, the Construction Documents in accordance with the procedures set forth in Section 2.4.1 above. Design-Builder shall proceed with construction in accordance with the approved Construction Documents and shall submit one set of approved Construction Documents to Owner prior to commencement of construction. 2.4.3 Owner's review and approval of interim design submissions, meeting minutes, and the Construction Documents is for the purpose of mutually establishing a conformed set of Contract Documents compatible with the requirements of the Work. Neither Owner's review nor approval of any interim design submissions, meeting minutes, and Construction Documents shall be deemed to transfer any design liability from Design-Builder to Owner. 2.4.4 To the extent not prohibited by the Contract Documents or Legal Requirements, Design- Builder may prepare interim design submissions and Construction Documents for a portion of the Work to permit construction to proceed on that portion of the Work prior to completion of the Construction Documents for the entire Work. 2.5 Legal Requirements. 2.5.1 Design-Builder shall perform the Work in accordance with all Legal Requirements and shall provide all notices applicable to the Work as required by the Legal Requirements. Owner shall manage their multiple prime agreements for the mechanical, electrical and plumbing trades outside of this agreement and Design-Builder's Scope of Work, pursuant to the Wicks Law. Owner shall be responsible for all roles and responsibilities of these separate contracts specific to any and all legal requirements. 2.5.2 The Contract Price and/or Contract Time(s) shall be adjusted to compensate Design- Builder for the effects of any changes in the Legal Requirements enacted after the date of the Agreement affecting the performance of the Work. Such effects may include, without limitation, revisions Design-Builder is required to make to the Construction Documents because of changes in Legal Requirements. 2.6 Government Approvals and Permits. 2.6.1 Except as identified in an Owner's Permit List attached as an exhibit to the Agreement, Design-Builder shall obtain and pay for all necessary permits, approvals, licenses, government charges and inspection fees required for the prosecution of the Work by any government or quasi- government entity having jurisdiction over the Project. DBIA Document No.535 Page 1 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 2.6.2 Design-Builder shall provide reasonable assistance to Owner in obtaining those permits, approvals and licenses that are Owner's responsibility. 2.7 Design-Builder's Construction Phase Services. 2.7.1 Unless otherwise provided in the Contract Documents to be the responsibility of Owner or a separate contractor, Design-Builder shall provide through itself or Subcontractors the necessary supervision, labor, inspection,testing,start-up, equipment, machinery,temporary utilities and other temporary facilities to permit Design-Builder to complete construction of the Project consistent with the Contract Documents. Design-Builder shall contract with a Subcontractorto construct all portions of the Project. 2.7.2 Design-Builder shall perform all construction activities associated with itsScope of Work under this Agreement efficiently and with the requisite expertise, skill and competence to satisfy the requirements of the Contract Documents. Design-Builder shall at all times exercise complete and exclusive control over the means, methods, sequences and techniques of construction. 2.7.3 Design-Builder shall employ only Subcontractors who are duly licensed and qualified to perform the Work consistent with the Contract Documents. Owner may reasonably object to Design-Builder's selection of any Subcontractor, provided that the Contract Price and/or Contract Time(s)shall be adjusted to the extent that Owner's decision impacts Design-Builder's cost and/or time of performance. 2.7.4 Design-Builder assumes responsibility to Owner for the proper performance of the Work of Subcontractors within Design-Builder's scope of Work under this agreement and any acts and omissions in connection with such performance. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Subcontractor or Sub-Subcontractor, including but not limited to any third-party beneficiary rights, except for those rights between Owner and Design-Builder's Design Consultant. 2.7.5 Design-Builder shall coordinate the activities of all Subcontractors who its retains to perform Design-Builder's Scope of Work under this Agreement. Specifically, the mechanical, electrical and plumbing aspects of this project are directly contracted by the Owner, outside of this Scope of Work. The overall critical path of this Project shall be the Owner's responsibility. Design- Builder will exercise work diligently and shall endeavor to coordinate with Owner's other prime contractors in a timely fashion. When Owner performs other work on the Project or at the Site with separate contractors under Owner's control, specifically, when the Owner performs the mechanical, electrical, and plumbing aspects of this Project, with separate contractors directly contracted to Owner, outside of Design- Builder's Scope of Work, Owner and Design-Builder agree to reasonably cooperate and coordinate their activities with each other and the separate contractors so that the Project can be completed in an orderly and coordinated manner without unreasonable disruption. 2.7.6 Design-Builder shall keep the Site reasonably free from debris, trash and construction wastes to permit Design-Builder to perform its construction services efficiently, safely and without interfering with the use of adjacent land areas. Upon Substantial Completion of the Design-Builder's Scope of Work, or a portion of the Work, Design-Builder shall remove all debris,trash, construction wastes, equipment, machinery and tools arising from the Work or applicable portions thereof to permit Owner to occupy the Project or a portion of the Project for its intended use. 2.8 Design-Builder's Responsibility for Project Safety. 2.8.1 Design-Builder recognizes the importance of performing the Work in a safe manner so as to prevent damage, injury or loss to(i)all individuals at the Site,whether working or visiting, (ii)the Work, including equipment incorporated into the Work or stored on-Site or off-Site, and(iii)all other property at the Site or adjacent thereto. Design-Builder assumes responsibility for implementing DBIA Document No.535 Page 2 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 and monitoring all safety precautions and programs related to the performance of the Work. Design- Builder shall, prior to commencing construction, designate a Safety Representative with the necessary qualifications and experience to supervise the implementation and monitoring of all safety precautions and programs related to the Work. Unless otherwise required by the Contract Documents, Design-Builder's Safety Representative shall be an individual stationed at the Site who may have responsibilities on the Project in addition to safety.The Safety Representative shall make routine daily inspections of the Site and shall hold weekly safety meetings with Design-Builder's personnel, Subcontractors and others as applicable. 2.8.2 Design-Builder and Subcontractors shall comply with all Legal Requirements relating to safety, as well as any Owner-specific safety requirements set forth in the Contract Documents, provided that such Owner-specific requirements do not violate any applicable Legal Requirement. Design-Builder will immediately report in writing any safety-related injury, loss, damage or accident arising from the Work to Owner's Representative and, to the extent mandated by Legal Requirements, to all government or quasi-government authorities having jurisdiction over safety- related matters involving the Project or the Work. 2.8.3 Design-Builder's responsibility for safety under this Section 2.8 is not intended in any way to relieve Subcontractors and Sub-Subcontractors, Owner, or Owner's separate contractors of their own contractual and legal obligations and responsibility for (i) complying with all Legal Requirements, including those related to health and safety matters, and (ii) taking all necessary measures to implement and monitor all safety precautions and programs to guard against injuries, losses, damages or accidents resulting from their performance of the Work. 2.9 Design-Builder's Warranty. 2.9.1 Design-Builder warrants to Owner that the construction within Design-Builder's scope of Work, including all equipment furnished as part of the construction, shall be new unless otherwise specified in the Contract Documents, of good quality, in conformance with the Contract Documents and free of defects in workmanship. Design-Builder's warranty obligation excludes defects caused by abuse,alterations,or failure to maintain the Work in a commercially reasonable manner.Nothing in this warranty is intended to limit any manufacturer's warranty which provides Owner with greater warranty rights than set forth in this Section 2.9 or the Contract Documents. Design-Builder will provide Owner with all manufacturers'warranties upon Substantial Completion. 2.10 Correction of Defective Work. 2.10.1 Design-Builder agrees to correct any Work that is found to not be in conformance with the Contract Documents, including that part of the Work subject to Section 2.9 hereof, within a period of one year from the date of Substantial Completion of the Work or any portion of the Work, or within such longer period to the extent required by any specific warranty included in the Contract Documents. I - 2.10.2 Design-Builder shall,within seven (7) days of receipt of written notice from Owner that the Work is not in conformance with the Contract Documents, take meaningful steps to commence correction of such nonconforming Work, including the correction, removal or replacement of the nonconforming Work and any damage caused to other parts of the Work affected by the nonconforming Work. If Design-Builder fails to commence the necessary steps within such seven (7) day period, Owner, in addition to any other remedies provided under the Contract Documents, may provide Design-Builder with written notice that Owner will commence correction of such nonconforming Work with its own forces. If Owner does perform such corrective Work, Design- Builder shall be responsible for all reasonable costs incurred by Owner in performing such correction. If the nonconforming Work creates an emergency requiring an immediate response,the seven (7) day period identified herein shall be deemed inapplicable. 2.10.3 The one-year period referenced in Section 2.10.1 above applies only to Design-Builder's DBIA Document No.535 Page 3 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 obligation to correct nonconforming Work and is not intended to constitute a period of limitations for any other rights or remedies Owner may have regarding Design-Builder's other obligations under the Contract Documents. Article 3 Owner's Services and Responsibilities 3.1 Duty to Cooperate. 3.1.1 Owner shall, throughout the performance of the Work, cooperate with Design-Builder and perform its responsibilities,obligations and services in a timely manner to facilitate Design-Builder's timely and efficient performance of the Work and so as not to delay or interfere with Design- Builder's performance of its obligations under the Contract Documents. 3.1.2 Owner shall provide timely reviews and approvals of interim design submissions and Construction Documents consistent with the turnaround times set forth in Design-Builder's schedule. 3.1.3 Owner shall give Design-Builder timely notice of any Work that Owner notices to be defective or not in compliance with the Contract Documents. 3.1.4 Owner shall directly contract with other prime contractors for the mechanical, electrical and plumbing aspects of this Project,which fall outside of Design-Builder's scope of Work. Owner shall manage its other prime contractors and require a collaborative effort in working with Design-Builder to ensure a safe, quality project executed on time. Owner shall require their other prime contractors to attend and be fully accountable in Design-Builder's weekly progress meetings. 3.2 Furnishing of Services and Information. 3.2.1 Unless expressly stated to the contrary in the Contract Documents, Owner shall provide, at its own cost and expense, for Design-Builder's information and use the following, all of which Design-Builder is entitled to rely upon in performing the Work: 3.2.1.1 Surveys describing the property, boundaries, topography and reference points for use during construction, including existing service and utility lines; 3.2.1.2 Geotechnical studies describing subsurface conditions, and other surveys describing other latent or concealed physical conditions at the Site; 3.2.1.3 Temporary and permanent easements, zoning and other requirements and encumbrances affecting land use, or necessary to permit the proper design and construction of the Project and enable Design-Builder to perform the Work; 3.2.1.4 A legal description of the Site; 3.2.1.5 To the extent available, record drawings of any existing structures at the Site; and 3.2.1.6 To the extent available, environmental studies, reports and impact statements describing the environmental conditions, including Hazardous Conditions, in existence at the Site. 3.2.1.7 Owner shall provide the mechanical,electrical and plumbing aspects of this Project, which fall outside of Design-Builder's scope of Work, via separate prime contractors. 3.2.2 Owner is responsible for securing and executing all necessary agreements with adjacent land or property owners that are necessary to enable Design-Builder to perform the Work. Owner DBIA Document No.535 Page 4 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 is further responsible for all costs, including attorneys' fees, incurred in securing these necessary agreements. 3.3 Financial Information. 3.3.1 At Design-Builder's request, Owner shall promptly furnish reasonable evidence satisfactory to Design-Builder that Owner has adequate funds available and committed to fulfill all of Owner's contractual obligations under the Contract Documents. If Owner fails to furnish such financial information in a timely manner, Design-Builder may stop Work under Section 11.3 hereof or exercise any other right permitted under the Contract Documents. 3.3.2 Design-Builder shall cooperate with the reasonable requirements of Owner's lenders or other financial sources. Notwithstanding the preceding sentence, after execution of the Agreement Design-Builder shall have no obligation to execute for Owner or Owner's lenders or other financial sources any documents or agreements that require Design-Builder to assume obligations or responsibilities greater than those existing obligations Design-Builder has under the Contract Documents. 3.4 Owner's Representative. 3.4.1 Owner's Representative shall be responsible for providing Owner-supplied information and approvals in a timely manner to permit Design-Builder to fulfill its obligations under the Contract Documents. Owner's Representative shall also provide Design-Builder with prompt notice if it observes any failure on the part of Design-Builder to fulfill its contractual obligations, including any errors, omissions or defects in the performance of the Work. Owner's Representative shall communicate regularly with Design-Builder and shall be vested with the authority to act on behalf of Owner. 3.5 Government Approvals and Permits. 3.5.1 Owner shall obtain and pay for all necessary permits, approvals, licenses, government charges and inspection fees set forth in the Owner's Permit List attached as an exhibit to the Agreement. 3.5.2 Owner shall provide reasonable assistance to Design-Builder in obtaining those permits, approvals and licenses that are Design-Builder's responsibility. 3.6.2 Owner shall be responsible for obtaining necessary certificate of occupancy. Receipt of final certificate of occupancy shall not jeopardize Design-Builder's final payment. 3.6 Owner's Separate Contractors. 3.6.1 Owner shall directly contract with other prime contractors for the mechanical, electrical and plumbing aspects of this Project, which fall outside of Design-Builder's scope of Work. Owner is responsible for all work performed on the Project or at the Site by separate contractors under Owner's control. Owner shall contractually require its separate contractors to cooperate with, and coordinate their activities so as not to interfere with, Design-Builder in order to enable Design- Builder to timely complete the Work consistent with the Contract Documents. Article 4 Hazardous Conditions and Differing Site Conditions 4.1 Hazardous Conditions. 4.1.1 Unless otherwise expressly provided in the Contract Documents to be part of the Work, DBIA Document No.535 Page 5 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 Design-Builder is not 'responsible for any Hazardous Conditions encountered at the Site. Upon encountering any Hazardous Conditions, Design-Builder will stop Work immediately in the affected area and duly notify Owner and, if required by Legal Requirements, all government or quasi- government entities with jurisdiction over the Project or Site. 4.1.2 Upon receiving notice of the presence of suspected Hazardous Conditions, Owner shall take the necessary measures required to ensure that the Hazardous Conditions are remediated or rendered harmless. Such necessary measures shall include Owner retaining qualified independent experts to(i)ascertain whether Hazardous Conditions have actually been encountered, and, if they have been encountered, (ii) prescribe the remedial measures that Owner must take either to remove the Hazardous Conditions or render the Hazardous Conditions harmless. 4.1.3 Design-Builder shall be obligated to resume Work at the affected area of the Project only after Owner's expert provides it with written certification that (i) the Hazardous Conditions have been removed or rendered harmless and (ii) all necessary approvals have been obtained from all government and quasi-government entities having jurisdiction over the Project or Site. 4.1.4 Design-Builder will be entitled, in accordance with these General Conditions of Contract, to an adjustment in its Contract Price and/or Contract Time(s) to the extent Design-Builder's cost and/or time of performance have been adversely impacted by the presence of Hazardous Conditions. 4.1.5 To the fullest extent permitted by law, Owner shall indemnify, defend and hold harmless Design-Builder, Design Consultants, Subcontractors,anyone employed directly or indirectly by any of them, and their officers, directors, employees and agents, from and against any and all claims, losses, damages, liabilities and expenses, including attorneys'fees and expenses, arising out of or resulting from the presence, removal or remediation of Hazardous Conditions at the Site. 4.1.6 Notwithstanding the preceding provisions of this Section 4.1, Owner is not responsible for Hazardous Conditions introduced to the Site by Design-Builder, Subcontractors or anyone for whose acts they may be liable. To the fullest extent permitted by law, Design-Builder shall indemnify,defend and hold harmless Owner and Owner's officers,directors,employees and agents from and against all claims, losses, damages, liabilities and expenses, including attorneys' fees and expenses, arising out of or resulting from those Hazardous Conditions introduced to the Site by Design-Builder, Subcontractors or anyone for whose acts they may be liable. 4.2 Differing Site Conditions. 4.2.1 Concealed or latent physical conditions or subsurface conditions at the Site that (i) materially differ from the conditions indicated in the Contract Documents or (ii) are of an unusual nature, differing materially from the conditions ordinarily encountered and generally recognized as inherent in the Work are collectively referred to herein as "Differing Site Conditions." If Design- Builder encounters a Differing Site Condition, Design-Builder will 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 are adversely impacted by the Differing Site Condition. 4.2.2 Upon encountering a Differing Site Condition, Design-Builder shall provide prompt written notice to Owner of such condition,which notice shall not be later than fourteen(14)days after such condition has been encountered. Design-Builder shall, to the extent reasonably possible, provide such notice before the Differing Site Condition has been substantially disturbed or altered. DBIA Document No.535 Page 6 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 1212019 Article 5 Insurance and Bonds 5.1 Design-Builder's Insurance Requirements. 5.1.1 Design-Builder is responsible for procuring and maintaining the insurance for the coverage amounts as set forth below. Commercial General Liability: $1MIL/Each Occurrence $2MIL/General Aggregate Worker's Compensation Statutory limits Employer's Liability $1 MIL/Each Accident Automobile Liability $1MIL/Combined Single Limit Professional Errors& Omissions $1 MIL/Each Occ./Annual Aggregate Design-Builder shall furnish Owner with certificates of insurance evidencing Such coverage prior to commencing the services under this Agreement. 5.1.2 Design-Builder's insurance shall specifically delete any design-build or similar exclusions that could compromise coverages because of the design-build delivery of the Project. 5.1.3 Prior to commencing any construction services hereunder, Design-Builder shall provide Owner with certificates evidencing that (i) all insurance obligations required by the Contract Documents are in full force and in effect and will remain in effect for the duration required by the Contract Documents and(ii)no insurance coverage will be canceled, renewal refused,or materially changed unless at least thirty(30)days prior written notice is given to Owner. If any of the foregoing insurance coverages are required to remain in force after final payment are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the Final Application for Payment. If any information concerning reduction of coverage is not furnished by the insurer, it shall be furnished by the Design-Builder with reasonable promptness according to the Design-Builder's information and belief. 5.2 Owner's Liability Insurance. 5.2.1 Owner shall procure and maintain , and shall requires it separate contractors to procure and maintain,from insurance companies authorized to do business in the state in which the Project is located Iiabil•ity insurance to protect Owner and separate contractors from claims which may arise from the performance of their obligations under the Contract Documents or their conduct during the course of the Project and shall name Design-Builder as an additional insured of such policies. 5.3 Owner's Property Insurance. 5.3.1 Unless otherwise provided in the Contract Documents, Owner shall procure and maintain from insurance companies authorized to do business in the state in which the Project is located property insurance upon the entire Project to the full insurable value of the Project, including professional fees, overtime premiums and all other expenses incurred to replace or repair the insured property. The property insurance obtained by Owner shall be the broadest coverage commercially available, and shall include as additional insureds the interests of Owner, Design- Builder, Design Consultants and Subcontractors of any tier. Such insurance shall include but not be limited to the perils of fire and extended coverage,theft,vandalism, malicious mischief,collapse, DBIA Document No.535 Page 7 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 1212019 flood, earthquake, debris removal, named and un-named windstorms, and other perils or causes of loss as called for in the Contract Documents. The property insurance shall include physical loss or damage to the Work, including equipment in transit„at the Site or at another location as may be indicated in Design-Builder's Application for Payment and approved by Owner. The Owner is responsible for the payment of any deductibles under the insurance required by this Section 5.3.1. Any sub-limits for any insured perils under the Builder's risk coverage secured for the Project shall be disclosed to Design-Builder prior to commencement of any work. 5.3.2 Unless the Contract Documents provide otherwise, Owner shall procure and maintain boiler and machinery insurance that will include the interests of Owner, Design-Builder, Design Consultants, and Subcontractors of any tier. The Owner is responsible for the payment of any deductibles under the insurance required by this Section 5.3.2. 5.3.3 Prior to Design-Builder commencing any Work, Owner shall provide Design-Builder with certificates evidencing that(i) all Owner's and other contractors' insurance obligations required by the Contract Documents are in full force and in effect and will remain in effect until Design-Builder has completed all of the Work and has received final payment from Owner and (ii) no insurance coverage will be canceled, renewal refused, or materially changed unless at least thirty (30) days prior written notice is given to Design-Builder. Owner's property insurance shall not lapse or be canceled if Owner occupies a portion of the Work pursuant to Section 6.6.3 hereof. Owner shall provide Design-Builder with the necessary endorsements from the insurance company prior to occupying a portion of the Work. 5.3.4 Any loss covered under Owner's property insurance shall be adjusted with Owner and Design-Builder and made payable to both of them as trustees for the insureds as their interests may appear,subject to any applicable mortgage clause.All insurance proceeds received as a result of any loss will be placed in a separate account and distributed in accordance with such agreement as the interested parties may reach.Any disagreement concerning the distribution of any proceeds will be resolved in accordance with Article 10 hereof. 5.3.5 Owner and Design-Builder waive against each other and Owner's separate contractors, Design Consultants, Subcontractors, agents and employees of each and all of them, all damages covered by property insurance provided herein, except such rights as they may have to the proceeds of such insurance. Design-Builder and Owner shall, where appropriate, require similar waivers of subrogation from Owner's separate contractors, Design Consultants and Subcontractors and shall require each of them to include similar waivers in their contracts. These waivers of subrogation shall not contain any restriction or limitation that will impair the full and complete extent of its applicability to any person or entity unless agreed to in writing prior to the execution of this Agreement. 5.4 Bonds. 5.4.1 If Owner requires Design-Builder to obtain performance and labor payment bonds, the amount, form and other conditions of such security shall be as set forth in the Agreement. 5.4.2 All bonds furnished by Design-Builder shall be in a form satisfactory to Owner. The surety shall be a company qualified and registered to conduct business in the state in which the Project is located. DBIA Document No.535 Page 8 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 Article 6 Payment 6.1 Schedule of Values. 6.1.1 Unless required by the Owner upon execution of this Agreement, within ten (10) days of execution of the Agreement, Design-Builder shall submit for Owner's review and approval a schedule of values for all of the Work. The Schedule of Values will (i) subdivide the Work into its respective parts, (ii) include values for all items comprising the Work and (iii)serve as the basis for monthly progress payments made to Design-Builder throughout the Work. 6.1.2 The Owner will timely review and approve the schedule of values so as not to delay the submission of the Design-Builder's first application for payment. The Owner and Design-Builder shall timely resolve any differences so as not to delay the Design-Builder's submission of its first application for payment. 6.2 Monthly Progress Payments. 6.2.1 On or before the date established in the Agreement, Design-Builder shall submit for Owner's review and approval its Application for Payment requesting payment for all Work performed as of the date of the Application for Payment. The Application for Payment shall be accompanied by all supporting documentation required by the Contract Documents and/or established at the meeting required by Section 2.1.4 hereof. 6.2.2. The Application for Payment may request payment for equipment not yet incorporated into the Project, provided that(i)Owner is satisfied that the equipment are suitably stored at either the Site or another acceptable-location, (ii)the equipment are protected by suitable insurance and (iii) upon payment, Owner will receive the equipment free and clear of all liens and encumbrances. 6.2.3 All discounts offered by Subcontractor, Sub-Subcontractors and suppliers to Design- Builder for early payment shall accrue one hundred percent to Design-Builder to the extent Design- Builder advances payment. Unless Owner advances payment to Design-Builder specifically to receive the discount, Design-Builder may include in its Application for Payment the full undiscounted cost of the item for which payment is sought. 6.2.4 The Application for Payment shall constitute Design-Builder's representation that the Work described herein has been performed consistent with the Contract Documents, has progressed to the point indicated in the Application for Payment, and that title to all Work will pass to Owner free and clear of all claims, liens, encumbrances, and security interests upon the incorporation of the Work into the Project, or upon Design-Builder's receipt of payment,whichever occurs earlier. 6.3 Withholding of Payments. 6.3.1 On or before the date established in the Agreement, Owner shall pay Design-Builder all amounts properly due. If Owner determines that Design-Builder is not entitled to all or part of an Application for Payment as a result of Design-Builder's failure to meet its obligations hereunder, it will notify Design-Builder in writing at least five(5)days prior to the date payment is due.The notice shall indicate the specific amounts Owner intends to withhold, the reasons and contractual basis for the withholding, and the specific measures Design-Builder must take to rectify Owner's concerns. Design-Builder and Owner will attempt to resolve Owner's concerns prior to the date payment is due. If the parties cannot resolve such concerns, Design-Builder may pursue its rights under the Contract Documents, including those under Article 10 hereof. 6.3.2 Notwithstanding anything to the contrary in the Contract.Documents, Owner shall pay Design-Builder all undisputed amounts in an Application for Payment within the times required by the Agreement. DBIA Document No.535 Page 9 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 6.4 Right to Stop.Work and Interest. 6.4.1 If Owner fails to pay timely Design-Builder any amount that becomes due, Design-Builder, in addition to all other remedies provided in the Contract Documents, may stop Work pursuant to Section 11.3 hereof. All payments due and unpaid shall bear interest at the rate set forth in the Agreement. 6.5 Design-Builder's Payment Obligations. 6.5.1 Design-Builder will pay Design Consultants and Subcontractors, in accordance with its contractual obligations to such parties, all the amounts Design-Builder has received from Owner on account of their work. Design-Builder will impose similar requirements on Design Consultants and Subcontractors to pay those parties with whom they have contracted. Design-Builder will indemnify and defend Owner against any claims for payment and mechanic's liens as set forth in Section 7.3 hereof. 6.6 Substantial Completion. 6.6.1 Design-Builder shall notify Owner when it believes the Work for the Design-Builder's scope of Work, , is Substantially Complete. Within five (5) days of Owner's receipt of Design-Builder's notice, Owner and Design-Builder will jointly inspect such Work to verify that it is Substantially Complete in accordance with the requirements of the Contract Documents. If such Work is Substantially Complete,Owner shall prepare and issue a Certificate of Substantial Completion that will set forth (i)the date of Substantial Completion of the Work or portion thereof, (ii)the remaining items of Work that have to be completed before final payment, (iii) provisions (to the extent not already provided in the Contract Documents) establishing Owner's and Design-Builder's responsibility for the Project's security, maintenance, utilities and insurance pending final payment, and (iv) an acknowledgment that warranties commence to run on the date of Substantial Completion, except as may otherwise be noted in the Certificate of Substantial Completion. 6.6.2 Upon Substantial Completion of Design-Builder's portion of the Work,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 the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion for Design-Builder's portion of the Work . 6.6.3 Owner, at its option, may use a portion of the Work which has been determined to be Substantially Complete,provided, however,that(i)a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in Section 6.6.1 above, (ii) Design- Builder and Owner have obtained the consent of their sureties and insurers, and to the extent applicable, the appropriate government authorities having jurisdiction over the Project, and (iii) Owner and Design-Builder agree that Owner's use or occupancy will not interfere with Design- Builder's completion of the remaining Work. 6.7 Final Payment. 6.7.1 After receipt of a Final Application for Payment from Design-Builder, Owner shall make final payment by the time required in the Agreement, provided that Design-Builder has achieved Final Completion of the Design-Builder's scope of Work. 6.7.2 At the time of submission of its Final Application for Payment, Design-Builder shall provide the following information: 6.7.2.1 An affidavit that there are no claims, obligations or liens outstanding or unsatisfied for labor, services, equipment, taxes or other items performed, furnished or incurred for or in connection with the Work which will in any way affect Owner's interests; DBIA Document No.535 Page 10 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 6.7.2.2 A general release executed by Design-Builder waiving, upon receipt of final payment by Design-Builder, all claims, except those claims previously made in writing to Owner and remaining unsettled at the time of final payment; 6.7.2.3 Consent of Design-Builder's surety, if any, to final payment; 6.7.2.4 All operating manuals, warranties and other deliverables required by the Contract Documents; and 6.7.2.5 Certificates of insurance confirming that required coverages will remain in effect consistent with the requirements of the Contract Documents. 6.7.3 Upon making final payment, Owner waives all claims against Design-Builder except claims relating to (i) Design-Builder's failure to satisfy its payment obligations, if such failure affects Owner's interests, (ii) Design-Builder's failure to complete the Work consistent With.the Contract Documents, including defects appearing after Substantial Completion and (iii) the terms of any special warranties required by the Contract Documents. 6.7.4 Deficiencies in the Work discovered after Substantial Completion, whether or not such deficiencies would have been included on the Punch List if discovered earlier, shall be deemed warranty Work. Such deficiencies shall be corrected by Design-Builder under Sections 2.9 and 2.10 herein, and shall not be a reason to withhold final payment from Design-Builder, provided, however, that Owner shall be entitled to withhold from the Final Payment the reasonable value of completion of such deficient work until such work is completed. Article 7 Indemnification 7.1 Patent and Copyright Infringement. 7.1.1 Design-Builder shall defend any action or proceeding brought against Owner based on any claim that the Work, or any part thereof, or the operation or use of the Work or any part thereof, constitutes infringement of any United States patent or copyright, now or hereafter issued. Owner shall give prompt written notice to Design-Builder of any such action or proceeding and will reasonably provide authority, information and assistance in the defense of same. Design-Builder shall indemnify and hold harmless Owner from and against all damages and costs, including but not limited to attorneys'fees and expenses awarded against Owner or Design-Builder in any such action or proceeding. Design-Builder agrees to keep Owner informed of all developments in the defense of such actions. 7.1.2, If Owner is enjoined from the operation or use of the Work,or any part thereof,as the result of any paten_t or copyright suit, claim, or proceeding, Design-Builder shall at its sole expense take reasonable steps to procure the right to operate or use the Work. If Design-Builder cannot so procure such right within a reasonable time, Design-Builder shall promptly, at Design-Builder's option and at Design-Builder's expense, (i)modify the Work so as to avoid infringement of any such patent or copyright or (ii) replace said Work with Work that does not infringe or violate any such patent or copyright. DBIA Document No.535 Page 11 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 7.1.3 Sections 7.1.1 and 7.1.2 above shall not be applicable to any suit, claim or proceeding based on infringement or violation of a patent or copyright(i) relating solely to a particular process or product of a particular manufacturer specified by Owner and not offered or recommended by Design-Builder to Owner or(ii) arising from modifications to the Work by Owner or its agents after acceptance of the Work. If the suit, claim or proceeding is based upon events set forth in the preceding.sentence, Owner shall defend, indemnify and hold harmless Design-Builder to the same extent Design-Builder is obligated to defend, indemnify and,hold harmless Owner in Section 7.1.1 above. 7.1.4 - The obligations set forth in this Section 7.1 shall constitute the sole agreement between the parties relating to liability for infringement of violation of any patent or copyright. 7.2 Tax Claim Indemnification. 7.2.1 If, in accordance with Owner's direction, an exemption for all or part of the Work is claimed for taxes, Owner shall indemnify, defend and hold harmless Design-Builder from and against any liability, penalty, interest,fine, tax assessment, attorneys'fees or other expenses or costs incurred by Design-Builder as-a result of any action taken by Design-Builder in accordance with Owner's directive. Owner shall furnish Design-Builder with any applicable tax exemption certificates necessary to obtain such exemption, upon which Design-Builder may rely. 7.3 Payment Claim Indemnification. 7.3.1 Provided that Owner is not in breach of its contractual obligation to make payments to Design-Builderforthe Work,Design-Builder shall indemnify,defend and hold harmless Ownerfrom any claims or mechanic's liens brought against Owner or against the Project as a result of the failure of Design-Builder, or those for whose acts it is responsible, to pay for any services, labor, equipment, taxes or other items or obligations furnished or incurred for or in connection with the Work. Within three(3) days of receiving written notice from Owner that such a claim or mechanic's lien has been filed, Design-Builder shall commence to take the steps necessary to discharge said claim or lien, including, if necessary,the furnishing of a mechanic's lien bond. If Design-Builder fails to do so, Owner will have the right to discharge the claim or lien and hold Design-Builder liable for costs and expenses incurred, including attorneys'fees. 7.4 Design-Builder's General Indemnification. 7.4.1 Design-Builder, to the fullest extent permitted by law, shall indemnify, hold harmless and defend Owner, its officers, directors, and employees from and against claims, losses, damages, liabilities, including attorneys'fees and expenses,for bodily injury, sickness or death, and property damage or destruction(other than to the Work itself)to the extent resulting from the negligent acts or omissions of Design-Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable. 7.4.2 If an employee of Design-Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable has a claim against Owner, its officers, directors, employees, or agents, Design-Builder's indemnity obligation set forth in Section 7.4.1 above shall not be limited by any limitation on the amount of damages, compensation or benefits payable by or for Design-Builder, Design Consultants, Subcontractors, or other entity under any employee benefit acts, including workers'compensation or disability acts. 7.5 Owner's General Indemnification. 7.5.1 Owner, to the fullest extent permitted by law, shall indemnify, hold harmless and defend Design-Builder and any of Design-Builder's officers, directors, and employees, from and against claims, losses, damages, liabilities, including attorneys' fees and expenses; for bodily injury, sickness or death, and property damage or destruction (other than to the Work itself)to the extent resulting from the negligent acts or omissions of Owner, Owner's separate contractors or anyone for whose acts any of them may be liable. DBIA Document No.535 Page 12 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 Article 8 Time 8.1 Obligation to Achieve the Contract Times. 8.1.1 Design-Builder agrees that it will commence performance of the Work and achieve the i Contract Time(s) in accordance with Article 5 of the Agreement. 8.2 Delays to the Work. 8.2.1 If Design-Builder is delayed in the performance of the Work due to acts, omissions, Conditions, events, or circumstances beyond its control and due to no fault of its own or those for whom Design-Builder is responsible, the Contract Time(s) for performance shall be reasonably extended by Change Order. By way of example, events that will entitle Design-Builder to an extension of the Contract Time(s) include acts or omissions of Owner or anyone under Owner's control(including separate contractors), changes in the Work, Differing Site Conditions, Hazardous Conditions, and Force Majeure Events. 8.2.2 In addition to Design-Builder's right to a time extension for those events set forth in Section 8.2.1 above, Design-Builder shall also be entitled to an appropriate adjustment of the Contract Price. Article 9 Changes to the Contract Price and Time 9.1 Change Orders. 9.1.1 A Change Order is a written instrument issued after execution of the Agreement signed by Owner and Design-Builder, stating their agreement upon all of the following: 9.1.1.1 The scope of the change in the Work; 9.1.1.2 The amount of the adjustment to the Contract Price; and 9.1.1.3 The extent of the adjustment to the Contract Time(s). 9.1.2 All changes in the Work authorized by applicable Change Order shall be performed under the applicable conditions of the Contract Documents. Owner and Design-Builder shall negotiate in good faith and as expeditiously as possible the appropriate adjustments for such changes. 9.1.3 If Owner requests a proposal for a change in the Work from Design-Builder and subsequently elects not to proceed with the change, a Change Order shall be issued to reimburse Design-Builder for reasonable costs incurred for estimating services, design services and services involved in the preparation of proposed revisions to the Contract Documents. 9.2 Work Change Directives. 9.2.1 A Work Change Directive is a written order prepared and signed by Owner directing a change in the Work prior to agreement on an adjustment in the Contract Price and/or the Contract Time(s). DBIA Document No.535 Page 13 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 9.2.2 Owner and Design-Builder shall negotiate in good faith and as expeditiously as possible the appropriate adjustments for the Work Change Directive. Upon reaching an agreement, the parties shall prepare and execute an appropriate Change Order reflecting the terms of the agreement. 9.3 Minor Changes in the Work. 9.3.1 Minor changes in the Work do not involve an adjustment in the Contract Price and/or Contract Time(s)and do not materially and adversely affect the Work, including the design,quality, performance and workmanship required by the Contract Documents. Design-Builder may make minor changes in the Work consistent with the intent of the Contract Documents, provided, however, that Design-Builder shall promptly inform Owner, in writing, of any such changes and record such changes on the documents maintained by Design-Builder. 9.4 Contract Price Adjustments. 9.4.1 The increase or decrease in Contract Price resulting from a change in the Work shall be determined by one or more of the following methods: 9.4.1.1 Unit prices set forth in the Agreement or as subsequently agreed to between the parties; 9.4.1.2 A mutually accepted lump sum, properly itemized and supported by sufficient substantiating data to permit evaluation by Owner; 9.4.1.3 Costs, fees and any other markups set forth in the Agreement; or 9.4.1.4 If an increase or decrease cannot be agreed to as set forth in items 9.4.1.1 through 9.4.1.3 above and Owner issues a Work Change Directive, the cost of the change of the Work shall be determined by the reasonable expense and savings in the performance of the Work resulting from the change, including a reasonable overhead and profit, as may be set forth in the Agreement. 9.4.2 If unit prices are set forth in the Contract Documents or are subsequently agreed to by the parties, but application of such unit prices will cause substantial inequity to Owner or Design-Builder because of differences in the character or quantity of such unit items as originally contemplated, such unit prices shall be equitably adjusted. 9.4.3 If Owner and Design-Builder disagree upon whether Design-Builder is entitled to be paid for any services required by Owner,or if there are any other disagreements over the scope of Work or proposed changes to the Work, Owner and Design-Builder shall resolve the disagreement pursuant to Article 10 hereof.As part of the negotiation process, Design-Builder shall furnish Owner with a good faith estimate of the costs to perform the disputed services in accordance with Owner's interpretations. If the parties are unable to agree and Owner expects Design-Builder to perform the services in accordance with Owner's interpretations, Design-Builder shall proceed to perform the disputed services, conditioned upon Owner issuing a written order to Design-Builder (i) directing Design-Builder to proceed and (ii) specifying Owner's interpretation of the services that are to be performed. If this occurs, Design-Builder shall be entitled to submit in its Applications for Payment an amount equal to fifty percent (50%) of its reasonable estimated direct cost to perform the services, and Owner agrees to pay such amounts, with the express understanding that (i) such payment by Owner does not prejudice Owner's right to argue that it has no responsibility to pay for such services and (ii) receipt of such payment by Design-Builder does not prejudice Design- Builder's right to seek full payment of the disputed services if Owner's order is deemed to be a change to the Work. DBIA Document No.535 Page 14 Standard Form of General Conditions of Contract Between Owner and Design-Builder , ©2010 Design-Build Institute of America BSC-DBIA 535=Sourcewell NEW YORK Contracts Only 12/2019 9.5 Emergencies. 9.5.1 In any emergency affecting the safety of persons and/or property, Design-Builder shall act, at its discretion, to prevent threatened damage, injury or loss. Any change in the Contract Price and/or Contract Time(s) on account of emergency work shall be determined as provided in this Article 9. Article 10 Contract Adjustments and Disputes 10.1 Requests for Contract Adjustments and Relief. 10.1.1 If either Design-Builder or Owner believes that it is entitled to relief against the other for any event arising out of or related to the Work or Project, such party shall provide written notice to the other party of the basis for its claim for relief. Such notice shall, if possible, be made prior to incurring any cost or expense and in accordance with any specific notice requirements contained in applicable sections of these General Conditions of Contract. In the absence of any specific notice requirement, written notice shall be given within a reasonable time, not to exceed twenty-one(21) days, after the occurrence giving rise to the claim for relief or after the claiming party reasonably should have recognized the event or condition giving rise to the request, whichever is later. Such notice shall include sufficient information to advise the other party of the circumstances giving rise to the claim for relief, the specific contractual adjustment or relief requested and the basis of such request. 10.2 Dispute Avoidance and Resolution. 10.2.1 The parties are fully committed to working with each other throughout the Project and agree to communicate regularly with each other at all times so as to avoid or minimize disputes or disagreements. If disputes or disagreements do arise, Design-Builder and Owner each commit to resolving such disputes or disagreements in an amicable, professional and expeditious manner so as to avoid unnecessary losses, delays and disruptions to the Work. 10.2.2 Design-Builder and Owner will first attempt to resolve disputes or disagreements at the field level through discussions between Design-Builder's Representative and Owner's Representative which shall conclude within fourteen (14) days of the written notice provided for in Section 10.1.1 unless the Owner and Design-Builder mutually agree otherwise. 10.2.3 If a dispute or disagreement cannot be resolved through Design-Builder's Representative and Owner's Representative, Design-Builder's Senior Representative and Owner's Senior Representative, upon the request of either party, shall meet as soon as conveniently possible, but in no case later than thirty(30)days after such a request is made,to attempt to resolve such dispute or disagreement. Five (5) days prior to any meetings between the Senior Representatives, the parties will exchange relevant information that will assist the parties in resolving their,dispute or disagreement. 10.2.4 If after meeting the Senior Representatives determine that the dispute or disagreement cannot be resolved on terms satisfactory to both parties, the parties shall submit within thirty (30) days of the conclusion of the meeting of Senior Representatives the dispute or disagreement to non-binding mediation. The mediation shall be conducted by a mutually agreeable impartial mediator, or if the parties cannot so agree, a mediator designated by the American Arbitration Association ("AAA") pursuant to its Construction Industry Mediation Rules. The mediation will be governed by and conducted pursuant to a mediation agreement negotiated by the parties or, if the parties cannot so agree, by procedures established by the mediator. Unless otherwise mutually agreed by the Owner and Design-Builder and consistent with the mediator's schedule, the mediation shall commence within ninety(90) days of the submission of the dispute to mediation. DBIA Document No.535 Page 15 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 1212019 10.3 Arbitration. 10.3.1 Any claims, disputes or controversies between the parties arising out of or relating to the Agreement,or the breach thereof,which have not been resolved in accordance with the procedures set forth in Section 10.2 above, shall be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the AAA then in effect, unless the parties mutually agree otherwise. 10.3.2 The award of the arbitrator(s) shall be final and binding upon the parties without the right of appeal to the courts. Judgment may be entered upon it in accordance with applicable law by any court having jurisdiction thereof. 10.3.3 Design-Builder and Owner expressly agree that any arbitration pursuant to this Section 10.3 may be joined or consolidated with any arbitration involving any other person or entity (i) necessary to.resolve the claim, dispute or controversy, or(ii) substantially involved in or affected by.such claim, dispute or controversy. Both Design-Builder and Owner will include appropriate provisions in all contracts they execute with other parties in connection with the Project to require such joinder or consolidation. 10.3.4 The prevailing party in any arbitration, or any other final, binding dispute proceeding upon which the parties may agree, shall be entitled to recover from the other party reasonable attorneys' fees and expenses incurred by the prevailing party. 10.4 Duty to Continue Performance. 10.4.1 Unless provided to the contrary in the Contract Documents, Design-Builder shall continue to perform the Work and Owner shall continue to satisfy its payment obligations to Design-Builder, pending the final resolution of any dispute or disagreement between Design-Builder and Owner. 10.5 CONSEQUENTIAL DAMAGES. 10.5.1 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY (EXCEPT AS SET FORTH IN SECTION 10.5.2 BELOW), NEITHER DESIGN-BUILDER NOR OWNER SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL LOSSES OR DAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSSES OF USE, PROFITS, BUSINESS, REPUTATION OR FINANCING. 10.6.2 The consequential damages limitation set forth in Section 10.5.1 above is not intended to affect the payment of liquidated damages or lost early completion bonus, if any, set forth in Article 5 of the Agreement,which both parties recognize has been established, in part,to reimburse Owner or reward Design-Builder for some damages that might otherwise be deemed to be consequential. Article 11 Stop Work and Termination for Cause 11.1 Owner's Right to Stop Work. 11.1.1 Owner may, without cause and for its convenience, order Design-Builder in writing to stop and suspend the Work.Such suspension shall not exceed sixty(60)consecutive days or aggregate more than ninety(90) days during the duration of the Project. 11.1.2 Design-Builder is entitled to seek an adjustment of the Contract Price and/or Contract Time(s) if its cost or time to perform the Work has been adversely impacted by any suspension of stoppage of the Work by Owner. DBIA Document No.535 Page 16 Standard'Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 11.2 Owner's Right to Perform and Terminate for Cause. 11.2.1 If Design-Builder persistently fails to (i) provide a sufficient number of skilled workers, (ii) comply with applicable Legal Requirements, (iii) timely pay, without cause, Design Consultants or Subcontractors, (iv) prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted, or (v) perform material obligations under the Contract Documents,then Owner,in addition to any other rights and remedies provided in the Contract Documents or by law, shall have the rights set forth in Sections 11.2.2 and 11.2.3 below. 11.2.2 Upon the occurrence of an event set forth in Section 11.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured, within seven (7) days of Design-Builder's receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure, such problem,then Owner may give a second written notice to Design-Builder of its intent to terminate within an additional seven (7) day period. If Design-Builder, within such second seven (7) day period, fails to cure, or reasonably commence to cure, such problem, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. 11.2.3 Upon declaring the Agreement terminated pursuant to Section 11.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents.At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, such excess shall be paid by Owner to Design-Builder. Notwithstanding the preceding sentence, if the Agreement establishes a Guaranteed Maximum Price, Design-Builder will only be entitled to be paid for Work performed prior to its default. If Owner's cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder.shall be obligated to pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expense, including attorneys' fees and expenses, incurred by Owner in connection with the reprocurement and defense of claims arising from Design-Builder's default, subject°to the waiver of consequential damages set forth in Section 10.5 hereof. 11.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Article 8 of the Agreement. 11.3 Design-Builder's Right to Stop Work. 11.3.1 Design-Builder may, in addition to any other rights afforded under the Contract Documents or at law, stop the Work for the following reasons: 11.3.1.1 Owner's failure to provide financial assurances as required under Section 3.3 hereof; or 11.3.1.2 Owner's failure to pay amounts properly due under Design-Builder's Application for Payment. 11.3.2 Should any of the events set forth in Section 11.3.1 above occur, Design-Builder has the right to provide Owner with written notice that Design-Builder will stop the Work unless said event is cured within seven (7) days from Owner's receipt of Design-Builder's notice. If Owner does not cure the problem within such seven (7) day period, Design-Builder may stop-the Work. In such DBIA Document No.535 Page 17 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 case, Design-Builder shall be entitled to make a claim for adjustment to the Contract Price and Contract Time(s)to the extent it has been adversely impacted by such stoppage. 11.4 Design-Builder's Right to Terminate for Cause. 11.4.1 Design-Builder, in addition to any other rights and remedies provided in the Contract Documents or by law, may terminate the Agreement for cause for the following reasons.- 11.4.1.1 The Work has been stopped for sixty (60) consecutive days, or more than ninety(90)days during the duration of the Project, because of court order, any government authority having jurisdiction over the Work, or orders by Owner under Section 11.1.1 hereof, provided that such stoppages are not due to the acts or omissions of Design-Builder or anyone for whose acts Design-Builder may be responsible. 11.4.1.2 Owner's failure to provide Design-Builder with any information, permits or approvals that are Owner's responsibility under the Contract Documents which result in the Work being stopped for sixty (60) consecutive days, or more than ninety (90) days during the duration of the Project, even though Owner has not ordered Design-Builder in writing to stop and suspend the Work pursuant to Section 11.1.1 hereof. 11.4.1.3 Owner's failure to cure the problems set forth in Section 11.3.1 above after Design-Builder has stopped the Work. 11.4.2 Upon the occurrence of an event set forth in Section 11.4.1 above, Design-Builder may provide written notice to Owner that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured, within seven (7) days of Owner's receipt of such notice. If Owner fails to cure, or reasonably commence to cure, such problem,then Design-Builder may give a second written notice to Owner of its intent to terminate within an additional seven (7)day period. If Owner, within such second seven (7)day period, fails to cure, or reasonably commence to cure, such problem,then Design-Builder may declare the Agreement terminated for default by providing written notice to Owner of such declaration. In such case,Design-Builder shall be entitled to recover in the same manner as if Owner had terminated the Agreement for its convenience under Article 8 of the Agreement. 11.5 Bankruptcy of Owner or Design-Builder. 11.5.1 If either Owner or Design-Builder institutes or has instituted against it a case under the United States Bankruptcy Code(such party being referred to as the"Bankrupt Party"), such event may impair or frustrate the Bankrupt Party's ability to perform its obligations under the Contract Documents.Accordingly, should such event occur: 11.5.1.1 The Bankrupt Party, its trustee or other successor, shall furnish, upon request of the non-Bankrupt Party, adequate assurance of the ability of the Bankrupt Party to perform all future material obligations under the Contract Documents, which assurances shall be provided within ten (10)days after receiving notice of the request; and 11.5.1.2 The Bankrupt Party shall file an appropriate action within the bankruptcy court to seek assumption or rejection of the Agreement within sixty (60) days of the institution of the bankruptcy filing and shall diligently prosecute such action. If the Bankrupt Party fails to comply with its foregoing obligations, the non-Bankrupt Party shall be entitled to request the bankruptcy court to reject the Agreement, declare the Agreement terminated and pursue any other recourse available to the non-Bankrupt Party under this Article 11. 11.5.2 The rights and remedies under Section 11.5.1 above shall not be deemed to limit the ability of the non-Bankrupt Party to seek any other rights and remedies provided by the Contract Documents or by law, including its ability to seek relief from any automatic stays under the United DBIA Document No.535 Page 18 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 States Bankruptcy Code or the right of Design-Builder to stop Work under any applicable provision of these General Conditions of Contract. Article 12 Electronic Data 12.1 Electronic Data. 12.1.1 The parties recognize that Contract Documents, including drawings, specifications and three-dimensional modeling(such as Building Information Models)and other Work Product may be transmitted among Owner, Design-Builder and others in electronic media as an alternative to paper hard copies (collectiJely"Electronic Data"). 12.2 Transmission of Electronic Data. 12.2.1 Owner and Design-Builder shall agree upon the software and the format for the transmission of Electronic Data. Each party shall be responsible for securing the legal rights to access the agreed-upon format, including, if necessary, obtaining appropriately licensed copies of the applicable software or electronic program to display, interpret and/or generate the Electronic Data. 12.2.2 Neither party makes any representations or warranties to the other with respect to the functionality of the software or computer program associated with the electronic transmission of Work Product. Unless specifically set forth in the Agreement,ownership of the Electronic Data does not include ownership of the software or computer program with which it is associated,transmitted, generated or interpreted. 12.2.3 By transmitting Work Product in electronic form, the transmitting party does not transfer or assign its rights in the Work Product.The rights in the Electronic Data shall be as set forth in Article 4 of the Agreement. Under no circumstances shall the transfer of ownership of Electronic Data be deemed to be a sale by the transmitting party of tangible goods. 12.3 Electronic Data Protocol. 12.3.1 The parties acknowledge that Electronic Data may be altered or corrupted, intentionally or otherwise, due to occurrences beyond their reasonable control or knowledge, including but not limited to compatibility issues with user software, manipulation by the recipient, errors in transcription or transmission, machine error, environmental factors, and operator error. Consequently, the parties understand that there is some level of increased risk in the use of Electronic Data for the communication of design and construction information and, in consideration of this, agree, and shall require their independent contractors, Subcontractors and Design Consultants to agree,to the following protocols,terms and conditions set forth in this Section 12.3. 12.3.2 Electronic Data will be transmitted in the format agreed upon in Section 12.2.1 above, including file conventions and document properties, unless prior arrangements are made in advance in writing. 12.3.3 The Electronic Data represents the information at a particular point in time and is subject to change. Therefore, the parties shall agree upon protocols for notification by the author to the recipient of any changes which may thereafter be made to the Electronic Data,which protocol shall also address the duty, if any,to update such information, data or other information contained in the electronic media if such information changes prior to Final Completion of the Project. 12.3.4 The transmitting party specifically disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with DBIA Document No.535 Page 19 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 respect to the media transmitting the Electronic Data. However,transmission of the Electronic Data via electronic means shall not invalidate or negate any duties pursuant to the applicable standard of care with respect to the creation of the Electronic Data, unless such data is materially changed or altered after it is transmitted to the receiving party, and the transmitting party did not participate in such change or alteration. Article 13 Miscellaneous 13.1 Confidential Information. 13.1.1 Confidential Information is defined as information which is determined by the transmitting party to be of a confidential or proprietary nature and: (i)the transmitting party identifies as either confidential or proprietary; (ii) the transmitting party takes steps to maintain the confidential or proprietary nature of the information; and (iii) the document is not otherwise available in or considered to be in the public domain. The receiving party agrees to maintain the confidentiality of the Confidential Information and agrees to use the Confidential Information solely in connection with the Project. 13.2 Assignment. 13.2.1 Neither Design-Builder nor Owner shall, without the written consent of the other assign, transfer or sublet any portion or part of the Work or the obligations required by the Contract Documents. 13.3 Successorship. 13.3.1 Design-Builder and Owner intend that the provisions of the Contract Documents are binding upon the parties, their employees, agents, heirs, successors and assigns. 13.4 Governing Law. 13.4.1 The Agreement and all Contract Documents shall be governed by the laws of the place of the Project,without giving effect to its conflict of law principles. 13.5 Severability. 13.5.1 If any provision or any part of a provision of the Contract Documents shall be finally determined to be superseded, invalid, illegal, or otherwise unenforceable pursuant to any applicable Legal Requirements, such determination shall not impair or otherwise affect the validity, legality, or enforceability of the remaining provision or parts of the provision of the Contract Documents,which shall remain in full force and effect as if the unenforceable provision or part were deleted. 13.6 No Waiver. 13.6.1 The failure of either Design-Builder or Owner to insist, in any one or more instances, on the performance of any of the obligations required by the other under the Contract Documents shall not be construed as a waiver or relinquishment of such obligation or right with respect to future performance. 13.7 Headings. 13.7.1 The headings used in these General Conditions of Contract, or any other Contract Document, are for ease of reference only and shall not in any way be construed to limit or alter the DBIA Document No.535 Page 20 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 meaning of any provision. ti 13.8 Notice. 13.8.1 Whenever the Contract Documents require that notice be provided to the other party,notice will be deemed to have been validly given (i) if delivered in person to the individual intended to receive such notice, (ii)four(4)days after being sent by registered or certified mail, postage prepaid to the address indicated in the Agreement, or(iii) if transmitted by facsimile, by the time stated in a machine generated confirmation that notice was received at the facsimile number of the intended recipient. 13.9. COVID-19 Conditions. 13.9.1. COVID-19 infections in the United States or state or federal governmental orders or recommendations relating to COVID-19 that(i)materially differ from the number of infections and/or state or federal governmental orders or recommendations relating to COVID-19 as of[DATE]or(ii) that are of an unusual nature, differing materially from the conditions encountered on [DATE], are collectively referred to as "COVID-19 Conditions." If Design-Builder encounters a COVID-19 Condition, Design-Builder will be entitled to an adjustment in the Contract Price and/or Contract Times(s), including allowing termination of the contract for cause by Design-Builder, to the extent Design-Builder's cost, time of performance, delivery of supplies and materials, and/or availability of workers, subcontractors, sub-subcontractors or suppliers are adversely impacted by the COVID- 19 Conditions. 13.9.2. Upon encountering a COVID-19 Condition, Design-Builder shall provide prompt written notice to Owner of such condition,which notice shall not be later than fourteen(14)days after such condition has been encountered 13.10. Business Conduct Clauses. 13.10.1 Anti-Bribery and Corruption. 13.10.1.1 Representations, warranties and undertakings. Owner represents, warrants and undertakes, and continues to represent,warrant and undertake throughout the term of this Purchase, that: (i) Owner and its directors, officers, employees, suppliers, agents and representatives (Personnen will comply with all laws relating to anti-bribery and corruption in the jurisdictions in which it operates (ABC Laws); (ii) Owner shall take reasonable steps to ensure that all of its employees, agents, contractors, suppliers, and representatives comply with all ABC Laws; and (iii) Owner shall maintain in place throughout the term of this Purchase policies and procedures to promote compliance with ABC Laws (which policies and procedures shall be disclosed to Design-Builder on request) and will enforce them where appropriate. 13.10.1.2 Termination. Breach of any part of Section 13.10 is a material breach for the purposes of termination. 13.10.2 Modern Slavery. Modern Slavery means any activity, practice or conduct that would constitute an offence in relation to slavery, forced labour, involuntary servitude, debt bondage, human trafficking, and other slavery-like exploitation as`prohibited under the Modern Slavery Act 2018 (Cth), the Criminal Code Act 1995(Cth), sch 1, divisions 270 and 271 and Modern Slavery Act DBIA Document No.535 Page 21 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 2018(NSW). For the avoidance of doubt, Modern Slavery includes any conditions or practices similar to those prohibited under those laws, statutes, regulations and codes. 13.10.2.1 Representations, warranties, undertakings and acknowledgment. Owner represents,warrants and undertakes, and continues to represent, warrant and undertake throughout the term of this Agreement: (i) that neither Owner nor any of its directors, officers, employees, agents, representatives, contractors or subcontractors engage in Modern Slavery; and (ii) to comply with all Modern Slavery reporting requirements applicable to it. 13.10.2.2 Owner acknowledges that Design-Builder has corporate reporting requirements with regard to Modern Slavery and, at the reasonable request of Design-Builder, Owner will confirm in writing that it has complied with its undertakings under this Section 13.10 and will provide any information.reasonably requested by Design-Builder in support of such compliance. 13.10.2.3. Termination. Breach of any part of Clause 13.10.3.1 is a material breach for the purposes of termination. 13.10.3 Trade Sanctions Sanctioned Entity means an entity that is the subject of sanctions imposed by Sanctions Laws. Sanctioned Individual means a natural person who is the subject of sanctions imposed by Sanctions Laws. Sanctions Laws means all applicable financial, economic and trade sanctions (whether primary or secondary), and export controls laws and regulations (or any similar restrictions) imposed by the United Nations or the governments of Australia, the United Kingdom, European Union, the United States of America and any other country with jurisdiction over any transaction or activity contemplated by this Agreement. 13.10.3.1 Representations, warranties, undertakings and acknowledgment. Owner represents and warrants, and continues to represent, warrant and undertake throughout the term of this Agreement, that: (i) Owner will comply with all Sanctions Laws applicable to it; (ii) Owner shall not, without Design-Builder's prior written.consent, supply to Design- Builder any goods or services sourced in whole or in part: (A) in contravention of Sanctions Laws; (B) from a Sanctioned Entity; or (C) from a Sanctioned Individual. (iii) Owner is not, and is in no way connected with, a Sanctioned Entity or a Sanctioned Individual. 13.10.3.2 Designation (i) In the event that Owner or any of its shareholders or subsidiaries (or any of it or its shareholders'or subsidiaries'directors,officers, employees, agents or subsidiaries) is designated under Sanctions Laws and becomes a Sanctioned Party (or is owned or controlled by, or is acting on behalf of, a person or entity that is designated under Sanctions Laws and becomes a Sanctioned Party), then Design-Builder may terminate the Agreement with immediate effect by providing written notice of termination to Owner. (ii) Notwithstanding any other provision of this Agreement, as a consequence of termination under this Section 13.10.3.3. Design-Builder shall not: (A) be required to make any payments which would, or may, constitute a breach of the Sanctions Laws; (B) be liable for any loss or damage or other costs or expenses of any kind whatsoever that the Owner may suffer as a result of such termination. 13.10.3.3. Notice. Owner will immediately notify Design-Builder in writing if: (i) it becomes aware or suspects that any of the representations,warranties and undertakings in Section 13.10.3.1 are false; and/or DBIA Document No.535 Page 22 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 (ii) it or any of its Personnel breaches or may have breached the representations, warranties and undertakings in Clause 13.10.3.1. Notification under this Section 13.10.3.3 will be sufficient if and only if: (i) the notification sets out adequate particulars of the breach or suspected breach; and (ii) the notification sets out what steps Owner is taking to investigate the breach or potential breach. At Design-Builder's request, Owner must provide details of the steps it is taking to investigate the breach or potential breach. 13.10.3.4 Right of termination and indemnity (i) If Owner is in breach of any part of Clause 13.10.3.1 or Design-Builder has reasonable grounds to suspect such a breach, without prejudice to any other remedy which Design-Builder may have, Design-Builder may immediately terminate the Agreement for breach by providing written notice of termination to Owner. (ii) Design-Builder shall indemnify Owner for any cost, loss, expense, damage, claim or liability whatsoever(including legal and other professional expenses)arising from or related to breach by the Design-Builder of any representation or warranty made under Clause 13.10.3.1. (iii) Any right of termination under this Section 13.10.3.4 is in addition to any other right of termination Design-Builder may have under the Agreement or at law. 13.11 Amendments. The Contract Documents may not be changed, altered, or amended in any way except in writing signed by a duly authorized representative of each party. --END OF DOCUMENT-- DBIA Document No.535 Page 23 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America BSC-DBIA 535—Sourcewell NEW YORK Contracts Only 12/2019 �a cif _ r =—= Town or Queensburry Queensbury, NY _ 21658—Highway Building 61312021 ATTACHMENT A SCOPE OF WORK BUTLER BUILDING MATERIALS Division 13 m SPE( CONSTRUCTION �BJ�"LER Building Structural System General The Building Structural System furnished by Butler Manufacturing I BlueScope Construction shall be as follows: Eave. Structural i- Unit Vidthi Length i Heigh -Slope; Bays Comments Unit 1 40'-0" 6Q'-0" 14'-10". LRST 1/4:12 3 at 20" 8"stem wall and 8" Piers Low Structural Type Description—General Pre-engineered Building Systems(PEB) The design of the LRST—single slope with tapered columns The endwall of the structural systems consist of rigid frames with endwall post.The endwalls have not been designed for future building expansion. In the longitudinal direction of these structural systems, rod bracing,portal frame will be used to resist longitudinal loads. This primary framework supports roof structurals and wall structurals,which, in turn, support the roof panels and wall panels, respectively. Roof structurals will consist of cold form Z's or Cis appropriately designed to meet design criteria. The wall structurals consist of cold form Z's or Cis designed to resist horizontal loads from the walls. Unless specified otherwise,BlueScope Construction will determine the structural system and the type and configuration of components that make up the structural system that satisfy the requirements necessary to meet codes,loads,building layout and clearances. Copyright: BlueScope Construction.Inc.2021 Any information,data and drawings Included in this Proposal are supplied to you with the understanding that they.vill be held confidentially. used only for the Purpose of evaluating this Proposal and will not be disclosed to third parties without the prior-;mitten consent of BlueScope Construction.Inc. aeav BLUESCOPE CONSTRUCTION F:tu� �i . ,. r r. -:. ., Y -�"-'.•a.-ate..,-- I otwn oi`Queensburry Queensbury, NY 21658—Highway Building 61312021 Design Criteria I -- • •• Intemational Building Code IBC18 • 2018 •• Standard Occupancy Structure "•o o.o ® o v o.o • • 20 psf non-reducible D •• e•• 5 psf or actual-whichever greater 0 101 50 psf • ••• •• 5 psf • 108 mph Exposure B • Enclosed • Ss=2a8% S1=6.8% D • •. B none D o s •• • U180 Live load • U60 10 ear wind or lateral crane DU111 11a 1U150 Live load o- � U90 10 ear wind Structural Steel Design All structural mill sections or welded-up plate sections shall be designed in accordance with the 15th Edition of the AISC Specifications for the Structural Steel Buildings. Cold-formed steel structural members shall be designed in accordance with AISI Specification for the Design of Cold-Formed Steel Structural Members. Steel bar joists shall comply with specifications of the Steel Joist Institute. Welding Welding procedures shall be in accordance with the American Welding Society Structural Welding Code. Structural Painting All Butler structural steel components shall be factory cleaned to remove all loose mill scale and other foreign material generally conforming to SSPC-SP 2(Hand Tool Cleaning).The parts are shop coated with a single coat of gray corrosion inhibiting primer keeping with Steel Structures Painting Council(SSPC)Paint Specification 15.This primer is considered a temporary and provisional coating.This single coat primer is not an intermediate or finish coat. Cold formed Z's and Cis will be G-30 galvanized and clear acrylic coated. Anchor Bolts and Miscellaneous Steel Unless requested by client, anchor bolts,embedded plates,handrail,pipe bollards,and other miscellaneous steel components are excluded from the building shell unless specifically included in our proposal. Exceptions/CI ariifications Use of ESFR sprinkler systems will require coordination of the sprinkler heads and the roof secondary members.If this coordination does not occur during the design of the steel building,field modifications may be required.The engineering and any field modifications required will be billed as a change order. Copyright BlueScope Construction.Inc.2021 Any information,cata and drawings included in this Proposal are supplied to you with the understanding that they will be held confidentially. used only for the purpose of evaluating this Proposal.and will not be disclosed to third parties without the prior written consent of BlueScope Construction.Inc pm --w -� ow LUESCOVE CONSTRUCTION W-7- Town of Queensburry Queensbury, >>!Y - 21658—Highway Building 6/3/2021 MR-240 Roof System General The roof shall be MR-24@ roof system as furnished by Butler Manufacturing as follows: is _ Panels shall be factory roll-formed, 24"wide,with 2 major corrugations,2"high(2'/d' including seam), 24"on center.The flat of the panel shall contain cross flutes 6"on �. center perpendicular to the major corrugations the entire length of the panel. Ridge assembly shall be designed to allow roof panels to move with expansion and _ contraction. 3 Roof panels shall be factory pre-punched at panel end to match pre-punched holes in the eave structural member. Panel end splices shall be pre-punched and pre- notched. Panel Material and Finish (Alin) s , Panel material and finish shall be 24-gauge steel coated both sides with a layer of i ,1 11 acrylic coated Galvalume°aluminum-zinc alloy(approximately 55%aluminum,45% _ zinc)applied by the continuous hot dip method. Minimum 0.55 ounce coated weight per square foot as determined by the triple spot test per ASTM Specification A-792.A clear acrylic film is applied for additional protection. System Design MR-24 roof system panel shall be designed in accordance with AISI Specifications for the Design of Light-Gauge, Cold-Formed Steel Structural Members or CAN/CSAS136 Cold-Formed Steel Structural Members—latest edition. Panel system shall be designed to support design live load. All endwall trim and roof transition flashings shall allow the roof panel to move relative to the wall panels as the roof expands and contracts with temperature change. Fasteners Connection of MR-24 roof system panel-to-structural members,except at eave,shall be made with clips with movable stainless steel tabs that are seamed into standing seam sidelaps. MR-24 roof system panel-to-panel connections shall be made with a positive,field-formed standing double-lock t� '� f seam,formed by a special lock seaming machine.The r f- machine field forms the final 180 degrees of a 360- 77e 360°double-locir standing seam on the MR-24 root system is the same seam degree Pittsburgh double-lock standing seam;all used on gas tanks and soda cans. sidelap sealant shall be factory applied. U. L. Uplift Ratings The MR-24 Roof System carries an Underwriters Laboratories(U.L.)wind uplift resistance classification of 90 to ensure structural integrity and possible reduction of insurance rates(construction numbers 62,62A,&178). Copyright. BlueScope Construction.Inr,.2021 Any Information,data and drawings included in this Proposal Lira supplied to you crilh the understanding that they v.11 be held confidentially used only for the purpose of evaluating this Proposal and will not be disclosed to third parties Without the prior•writtan consent Of BlueScope COTIStfllrtM11,Inc MW BwEscof - CONSTRUCTION Town of Queensburry Queensbury, NY 21658—Highway Building 61312021 Provision for Expansion/Contraction Provision for thermal expansion movement of the MR-24 roof system panel shall be accomplished by the use of clips with a —I factory centered,stainless steel moveable tab.A force of no more than 8 pounds will be required to initiate tab movement.Each clip shall accommodate a minimum movement of 1.25"in either direction. �QJ��ER Roof accessories Gable Trim Gable trim shall be Butler contour type and shall be provided at gables.Gable trim shall be fabricated from 26-gauge galvanized steel,ASTM A525, G90 coating,and shall be painted in a Butler-Cote®paint finish in a standard color. Eave Trim Eave trim shall be Butler contour type and shall be provided at eaves. Eave trim shall be fabricated from 26-gauge galvanized steel,ASTM A525, G90 coating,and shall be painted in a Butler-Cotee paint finish in a standard color. Copyright. BluescOpe Construction.Inc.2021 Any information.data and drawings included in this Proposal are supplied to you with the understanding that they will be held confidentially. used only for the purpose of evaluating this Proposal.and will not be disclosed to third parties without the prior"rotten consent of 31ueScopa Coni:ruction.Inc - COMTRUCT20M vgli $ r ,ea# ''4,y ��...rx+s,.a „d •it`t%� ±'-`x Town of Queensburry _._-- Queensbury, AIY - 21658—Highway Building 61312021 �Q.JYB.ER Shado-waJITM Waif System General ShadowallT""wall system panels shall be as furnished by Butler Manufacturing as follows: Panels shall be 36"wide with four major corrugations, 1-7/16"high and 12"on center with two minor corrugations between each of the major corrugations the entire length of the panel. Wall panels shall be factory pre-punched and shall match pre-punched holes in structural. I Panel Design " Panel design shall be in accordance with AISI Specification for the Design of Light- Gauge, Cold-Formed Steel Structural Members,or CAN/CSA-S136 Cold-Formed Steel Structural Members,and in accordance with sound engineering methods and practices. ; Panel Material and Finish (Cool Desert Beige) The Shadowatlrn'system isdesigoedto Panel material and finish shall be 26-gauge painted GalvalumeO aluminum-zinc alloy require Lip to 33%fewer fasteners than most as per ASTM Specification A-792 with exterior colors of Butler-Coteofinish system, a ribbed panels.In addition to lowering installation costs,this also results in reduced full strength,70% Kynar 5000 or Hylar 50000 fluoropolymer(PVDF)coating. heat lost through the wall for enhanced Manufacturer shall warrant that coating shall not peel, crack or chip for 25 years. For thermal performance. a period of 25 years chalking shall not exceed ASTM D4214#8 rating and will not fade more than 5 color difference units per ASTM D2244. Interior color shall be Light Gray polyester color coat not formulated for exterior weathering. Fasteners Panel-to-structural connections shall be made using ScruboltTM fasteners with Torx@ heads or self-drilling screws with Torx heads. Panel-to-panel connections shall be made with self-drilling screws with Torx heads.All exposed fasteners shall be pre-painted to match wall color. CopynCht' BIueSCope Constr uction.InC 2021. Any Information,data and dra:vu,gs included in this Proposal are supplied to you with the understanding that they will be held confidentially used Only for the purpose Of evaluating this Proposal-and will not be dlsdosed to third parties without the prior vrnuen Conser:of BlueScope Construction.Inc BILUIIESCOPE CONSTRUCTION Town of Queensburry -- " Queensbury, NY 21658—Highway Building 61312021 MOD-36 Wall Partition Panels (Interior White) (Both sides of partition wall) MOD-36 wall liner panels shall be provided as follows: 36" MOD-36 wall liner panels shall be formed from 28-gauge 2-9/16 typical coated steel with a minimum yield strength of 80,000 psi 9/16" L s and shall be nominal 36"wide with corrugations Yz"high, 3"on center. Appropriate pre-painted outside corner,inside corner,channel cap,and trims at liner penetrations are included;however,base and column trims are excluded.Purlin closures included. 6L97"LE/� Wall Accessories Butler Pre-Hung Personnel Doors Personnel doors shall be provided as per Butler's standard product offering as follows:(500 Series) Three(3)each—3'x 7'with panic hardware,closure and kick-plate Personnel doors shall be pre-hung hollow metal type and meet the requirements of Commercial Standards SDI-100. Door leaves shall be 1%"thick,full flush, constructed of 18-gauge hot dipped galvanized steel(A60), prime painted in beige color. Doors to have an insulated polystyrene core continuously bonded to door skins. Door frames shall be 16-gauge galvanized steel(A60) and prime painted in beige color. Doors shall be complete with aluminum threshold,weather-stripping, and full mortise ball bearing hinges. Doors shall have a Hager 701 exit device with lever locket. Closers shall be falcon SC71 heavy duty. Butler Windows Windows shall be provided as per Butler's standard product offering as follows: Three(3)each 3'x 3' (insulated,solar bronze,slider) . Windows shall be aluminum and shall meet the requirements of the Architectural Aluminum Manufacturers Association Specification 10185. Exposed surfaces shall be painted with silicone polyester enamel, mineral brown color per AAMA specification 603.8.Windows shall be complete with weather stripping, polyurethane thermal break,gray screens,and factory glazing Overhead Door Openings Overhead door openings shall be provided as follows: Two(2)each 14'x 12' One(1)each 12'x 12' Copyright BlueScope Construction.Inc.2021 any inferrnation,data ano drawings included in this Proposal are supplied to you:vnh the understandino that they will be held confidentially used only for the purpose of evaluating this Proposal and will not be disclosed to third parties;vitnout the prior written consent Of BlveScope Construction.Inc Ott B1LUESCOP - - CONSTRUCTIGM Town of Queensburry —- �— Queensbury, IVY J 21658—Highway Building \ 6/3/2021 Overhead door openings shall be as per Butler standard details complete with structural secondaries for jambs and head,drip gutter trim for head, and trims for jambs as appropriate for the Butler metal wall panels. BUTLER Insulation General Roof and wall insulation shall be faced fiberglass blanket insulation furnished as follows: Roof—R30 (6"faced over purins bottom,31/2"top layer unfaced) Wall—R19 (6"faced) Note:The R-values listed above are not continuous where compressed at the purlins and girts Insulation Fiberglass shall be as outlined in the North American Insulation Manufacturing Association(NAIMA 202-96)specification,or equal.The fiberglass shall be faced with WMP-VR-R on one side.The composite of fiberglass and facing shall have surface burning characteristics not to exceed 25 flame spread and 50 smoke developed when tested in accordance with U.L.723 test method or ASTM E84 test method. Facing The facing shall be WMP-VR-R.WMP-VR-R is composed of PSKP,white polypropylene film,fiberglass and polyester scrim, metallized"polyester.The resulting facing shall have a water vapor transmission rate of 0.02 US perm(ASTM E96). (Silvercote) Perlin Guide - Fall protection Purlin Guide(Is a registered trademark) Is an OSHA—Compliant leading edge fall prevention(over the purlin)roof system that provides high R value with speed of installation,including bar joist.Single and Multiple Layer systems up to R32. I - Meets or exceeds ASTM E-84,The welding process produces seams that exceeds the ASTM D- 751 for the fabric.The system allows flexibility under adverse weather conditions. r N-1 Copyright. BlueScope Construction.Inc.2021 Any information,data and drawings included m this Proposal are supplied to you with the understanding that they will be held confidentially. used only for the purpose of evaluating this Proposal.andwill not he disclosed to third parties without the prior written consent of BlueScope Construction,InC. Y. _ ..t a � k wi l =-<— Town of Queensburry -. - - - Queensbury, NY - 21658—Highway Building 61312021 ATTACHMENT A i SCOPE OF WORK ANULLARY SEWCES Architectural Services Structural Design and Engineering MSTALLATION AND SFE PREPARAMN Division I o GENE:", '- i +i iREirf9E�9TS General Conditions Project management Project support Site maintenance during construction Site Safety Program Final clean up—all work to be"broom clean"unless noted otherwise Division 2 - SG n L '._`:`°�!'TRUCTION Mobilization Slab prep-building New driveway prep and fabric Foundation excavation and backfill Earthwork-misc.grading Spread topsoil and seed two(2)sides of building Division NJCRETE Footing concrete figured to be 2'-0"x 1'-0" Eight-inch (8t')frost wall concrete Piers concrete per structural design Pier footing concrete per structural design Six-inch(6")concrete slab Concrete reinforcement and accessories: Strip footing Wall Piers Pier footing Chairs-footing and slab Under slab poly Expansion joint and cap Copyright. BlueScope Can5tfJGtlen.Ina 202? Any infcnnation,data and drarnngs included in this Proposal are supplied io you with the understanding that they will be held confidentially. used only for the purpose of evaluating this Proposal,and;vtll not be disclosed to third parties:vilhout the prior w+niten consent of BlueScope Construction.Inc ._ BLUESCOPE 'CONSTRUCTION i Zq x r ., — _ — Town of Queensburry Queensbury, NY 2/658—Highway Building 6/3/2021 Division -4. . . 'L', SCNRY Not Included Division zi, . FTALS Not Included Division 6 -a WOILI '�.�N PLASTICS Not Included Division 7 - THERMAL ""`'I"TURE PROTECTION Two-inch (2")rigid insulation(r-10)at foundation Sill Sealer/Caulk Division 8 m DC '; -' '�.N WINDOWS One(1)12'xl2' insulated sectional door Two(2)14'xl2' insulated sectional door Three(3) Overhead Door Operator One(1) Restroom Door Division 9 -- IN j :_,' ; FINISHES Light gauge metal to frame Restroom Light gauge hat channel for liner panel Mod-36 wall and ceiling liner for Restroom Paint hollow metal doors and frames Cabinets and countertop Division 'I6 IALTI�S Not Included Division I°i n ),UIPMENT Not Included Division 12 : ; 7�7 HISHINGS Not Included Division 13 — INSTALLATION' to_�::.- BUILDING AND SP6ECIAL. CONSTK`..,1, TION Installation of Butler Building Materials, Summarized Above Complies with BlueScope Construction Safety practices Division 14 — CUii a lrisi SYSTEMS Not Included Copyright: BlueScope Construction.Inc.2021 Any information,data and dravangs included in this Proposal are suppliad to you with the understanding that they will be held confidentially. used only for the purpose of evaluating this Proposal and will not be disclosed to third parties wilhout the prior written consent of 31ueSCope Construction.Inc. 1 tyd' AOTK_�'�"ti, l'A3 Town of Queensberry Queensbury, NY 21658—Highway Building 6/3/2021 Division 1 - :','==:. ;°IANICAL Not included Division 16 __,, .E CTR1CAL Not included Division 3 j ' 1 TILITIES . Oil water separator and associated piping One(1) Catch Basin and associated piping PVC piping to new rest room under slab Sanitary sewer to include a-1 grinder pump station.The owner is responsible for connection/tie-in. Water service to 5'-0"outside building perimeter (2)3" UG Sch.40 Conduit from power pole to building foundation ASSUMPTIONS, CLARIFICATIONS AND EXCLUSi®NS Assam :'�-dons A Standard Butler Color will be specified Geotechnical Report was not provided.This proposal assumes an allowable soil bearing of 2,000 PSF Davis-Bacon Prevailing Wages Delivery date180 days,following receipt of all approvals Warranty; Includes one(1)Year Materials and Installation Connection to existing utilities,will be within 5 feet of building slab perimeter Utilities have adequate capacity for building needs Progress Payment Invoicing, according to Schedule of Values, submitted with no more than one invoice per month Claris LI-r"':ions This offer is based on a design/build solution and this proposal supersedes all other plans and specifications related to this project. If there is a discrepancy between plans or specifications provided for this project and this proposal,the descriptions included in this Scope of Work shall take precedence. This proposal is contingent upon mutual agreeable terms. Exclu-'° gas ' Sales tax, City shall provide necessary tax-exempt certificate Municipal Agency and Building Permit application fees Site work other than building-related sitework mentioned above Rock excavation Air infiltration/pressurization requirements Fire Alarm, Fire Protection systems Special painting or galvanizing of structural steel Interior build-out,finishes, millwork,etc. Tap Fees Building and site signage Furniture,fixtures and equipment Utility consumption charges and service fees. Copyright BlueSrope Construction Inc 2021. ,:ny inromnation.data and drawings included in;his Proposal are supplied to•You�,vith the understanding that Ihay will be held confidentially used only for the ourpose of evaluating this Proposal.and will not be disclosed to third parties without the:):)nor written consent of BlueSrope Construction.Inc. — 4# # a ll...�Will lift Mai Town of Queensburry - - Queensbury, NY 21658—Highway Building 6/3/2021 \ Material testing and inspection services Hazardous material testing and abatement _ Winter construction costs (i.e.temporary heat,temporary shelter,concrete additives, etc.) National Grid Fees-confirmation on service Bollards Any labor and materials not mentioned above Company Information for Order Entry Includes BlueScope Construction, Inc. Sourcewell Contract Number:013019-BSC Tax ID Number:43-0949971 Copyright. BlueScope Construction.Inc.2021. Any information,data and drawings included in this Proposal are supplied to you with the understanding that they will be held confidentially. used only for the purpose of evaluating this Proposal and'.vill not be disclosed to third parties without the prior wrtllen consent of BlueScope Construction.Inc. . ati C-ONST'RU TION r � � t i ? ;.MINVIvOw•-� __ - -- Town of Queensbury _ - —•_._ Queensbury, NY 21643-Highway Building \� 61312021 ATTACHMENT B SCHEDULE OF VALUES Schedule of Values per Division, as defined above: DIVISION • AMOUNT Division 1 General Requirements $50,670 1A Design & Ancillary Services $14,715 1 B Payment & Performance Bond $2,453 Division 2 Site Construction $53,693 Division 3 Concrete $69,828 Division 7 Thermal and Moisture Protection $8,077 Division 8 Doors and Windows $18,767 Division 9 Interior Finishes $5,786 Division 13 Special Construction (PEMB Installation) $113,926 13A Special Construction (BBNA Materials) $83,455 Division 33 Utilities $35,487 Division 41 Electric Utilities $3,845 TOTAL= $460,702 This quote is valid for seven(7)days Copyright: BlueScope Construction.Inc.2021. This Proposal contains information confidential and proprietary to BlueScope Construction,Inc. Any information, data and drawings included in this Proposal are supplied to you with the understanding that they will be held confidentially,used only for the purpose of evaluating this Proposal,and will not be disclosed to third parties without the prior written consent of BlueScope Construction.Inc. CONSTRUCTION