In the minutes: Bessemer City City Council Meeting, Flock camera (Nov 9)

City Council Regular Meeting
City Council Chambers
Monday, November 9, 2026 at 7:00 PM

AGENDA
Call to Order, Prayer, Pledge of Allegiance
Adjustment and Approval of the Agenda
Items will only be added or removed with the approval of the Mayor and City Council.
Special Presentations
1.

Police Department Oath of Office: Mayor Smith will administer the oath of office to
a new police officer.

2.

Students of the Month: Mayor & City Council will recognize the November 2026
students of the month from Bessemer City area schools: Bessemer City Primary
School, Bessemer City Central Elementary School, Tryon Elementary, Bessemer City
Middle School, and Bessemer City High School.

Request to Speak/Opportunity for Public Comment
This is an opportunity for members of the public to express items of interest to the Mayor
and City Council. This is not a time to respond or take action. Any necessary action will be
taken under advisement. Speakers are asked to use proper decorum and to limit comments
to no more than three minutes.
3.

Public Comment Acknowledgment: City Manager, Josh Ross will provide clarity on
items mentioned during public comment, if needed.

Consent Agenda
The items of the Consent Agenda are adopted on a single motion and vote, unless the
Mayor and City Council wish to withdraw an item for separate vote and/or discussion.
4.

Approval of Minutes: City Council will consider adopting the Meeting minutes of the
October 12, 2026 Regular Session.

5.

Approval of Minutes: City Council will consider adopting the Meeting minutes of the
October 27, 2026 Work Session.

6.

Capital Project Ordinance — Lead & Copper Service Replacement Project: City
Council will consider approving an ordinance regarding the lead and copper service
replacement project, which outlines the allocation and use of $2,559,078 funding.

Business Items

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7.

Veterans Day Proclamation: Mayor & City Council will consider adopting a
proclamation regarding Veterans Day in Bessemer City.

8.

Establish Annual Planning Retreat: City Council will consider holding their annual
Planning Retreat on Thursday, February 25 and Friday, February 26, 2027.

9.

Budget Amendment – Fire Truck Repairs: City Council will consider approval of a
budget amendment in the amount of $72,328 to cover the cost of repairs to the City’s
fire truck. As these repairs were not included in the adopted FY 2026–2027 budget, a
budget amendment is necessary to appropriate the funds for this expense.

10. Public Safety Capital Project – Design Contract: City Council will consider
approval of an AIA design agreement for $216,000 outlining the design deliverables
and anticipated project timelines, including construction commencement and
substantial completion. This agreement represents the first phase of the City’s designbuild process, with a separate construction contract to be presented at a later date.
11. Resolution - Accepting Funding Offer for Lead & Copper Service Replace #2:
City Council will consider approving a resolution formally accepting North Carolina
Department of Environmental Quality (NCDEQ) offer in the amount of $4,226,100.
City Manager's Report
Council General Discussion
This is an opportunity for the Mayor and City Council to ask questions for clarification,
provide information to staff, request staff to report back, or place a matter on a future
agenda.
Adjourn

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CITY COUNCIL REGULAR MEETING
City Council Chambers
Monday, October 12, 2026 at 7:00 PM

MINUTES
Members Present
Mayor Becky S. Smith; Council Members Bill Whitmire, Nellie Floyd, Allen Hook, Brenda Boyd, Manny
Tsambouniery and Chris Harmon were present. City Manager Josh Ross and City Attorney, Marshall
Walker were also present. A quorum was established.
Call to Order, Prayer, Pledge of Allegiance
Mayor Smith called the meeting to order. John Harper, Pastor of Raegan Wesleyan, led those in attendance
in a prayer for the community. Mayor Smith led the audience in the Pledge of Allegiance.
Adjustment and Approval of the Agenda
By motion of Allen Hook and unanimous vote, the October agenda was approved with no revisions.
Special Presentation
Student Appreciation- Students from Bessemer City High School, Bessemer City Middle School, Bessemer
City Central Elementary School, Bessemer City Primary School, and Tryon Elementary were recognized
by their principals and City Council as part of the Student Appreciation Program:
Dr. Josh Bromley, Principal of Bessemer City High School, and Mayor Smith, recognized the following
students of the month: Sawyer Garner and Danielle Aguilar - 9th grade representatives, Joshua Marlowe
and Leyland Green -10th grade representatives, Harlee Owens and Kendrell Wray -11th grade
representatives, and Tyler Redfearn and Azayla Bolton -12th grade representatives.
Ms. Kimberly Reese, Principal of Bessemer City Middle School, and Mayor Smith, recognized the
following students of the month: Violet Lewis– 6th Grade representative, America Vidal– 7th Grade
representative, and Grace Wagner - 8th grade representative.
Mrs. Erin Morehead, Guidance Counselor of Bessemer City Central, and Mayor Smith, recognized the
following students of the month: Liliana Dotson - 3rd grade representative, Noa Godino Lopez - 4th grade
representative, and Gabriel Romero Cruz - 5th grade representative.
Mrs. Erin Morehead, Guidance Counselor of Bessemer City Primary and Mayor Smith, recognized the
following students of the month: Julian Vallejo Canales and Avery Pressley – Kindergarten representatives,
Layla Nixon and Olivia Davis – 1st Grade representatives, and Liam Hammond and Sofia De La Cruz
Vargas- 2nd Grade representatives.
Mrs. Melissa Knick, Principal of Tryon Elementary and Mayor Smith, recognized the following students
of the month: Harlow Elgin and Nicole Otero-Booth – Kindergarten representatives, Jackson Haney and

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Brelin Green – 1st Grade representatives, Nathaniel McCutcheon and Richard Venegas – 2nd Grade
representatives, Alivia McDowell and Gracelyn Payne – 3rd Grade representatives, Gael Rios Santiago
and Keira Greene – 4th Grade representatives, Jazlynn Webster and Noah Kish – 5th Grade.
Request to Speak/Opportunity for Public Comment
Mayor Smith opened the floor for public comment. The following came forth:
•

Aaron Grosdider of 517 Costner School Road: Mr. Grosdider addressed the Council and expressed
appreciation for the recent bulk trash collection, noting that the effort helped remove trash from the
area near the museum. Mr. Grosdider also expressed concern regarding a previous public comment
period in which he believed a citizen’s time had been interrupted by the City Attorney. He stated
that he was unhappy with the interruption and felt the constituent should have been allowed to
complete their comments. Mr. Grosdider raised questions about the City’s Flock camera program,
including its cost, the sharing of citizens’ data, and whether safeguards were in place to prevent
information from being shared with third parties. He referenced a recent court decision concerning
the legality of certain Flock camera systems. He also expressed support for numbering City vehicles,
stating that the practice could help protect City staff and the public.

Consent Agenda
The following items on the Consent Agenda were unanimously approved by motion of Bill Whitmire:
3.

Approval of Minutes: City Council will consider adopting the Meeting minutes of the
September 14, 2026 Regular Session.

4.

Approval of Minutes: City Council will consider adopting the Meeting minutes of the
September 29, 2026 Work Session.

5.

Street Closure - Veteran's Car Show: City administration is requesting the temporary closure
of the 100 Block of West Pennsylvania Avenue and 100 Block of S. 12th Street for a Veteran's
Car Show on Saturday, November 14th from 8:30 AM to 5:00 PM.

6.

Street Closure- Christmas in the City Festival & Parade: City Staff is requesting a temporary
street closure of the 100 block of West, 100 Block East Virginia Avenue, 100 block of N. 12th,
100 block of N. 11th Street for the Parks & Recreation Christmas in the City festival, Parade,
and Community Tree Lighting on Sunday, November 22nd from 11:00 AM until 9:00 PM.

7.

Capital Project Ordinance - Emerging Contaminants/PFAS Study: City Council will
consider approving an ordinance regarding the Emerging Contaminants/PFAS Study, which
outlines the allocation and use of $510,000 in grant funding.

Land Development Code Updates
Karen Mallo addressed the Mayor and City Council to provide an update on the proposed Land
Development Code (LDC) revisions and the work completed with the Planning Board and City staff.
Mrs. Mallo explained that the consulting contract included three tasks. The first task involved an initial
review to identify issues and concerns with the existing code. The second task consisted of a five-part
ordinance assessment, which was nearing completion, and the project was preparing to move into the third
task. The third task would be to recommend necessary text amendments to update the LDC.

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The five parts of the assessment included:
1. Plan and Policy Review: The consulting team reviewed the City’s existing land-use plan, including
the plan adopted in 2008, and gathered feedback regarding standards and potential changes.
2. Stakeholder Input: The team gathered input from stakeholders to help identify concerns and
opportunities for improvement.
3. Regulation Review: The team reviewed the existing regulations and prepared a summary chart
identifying provisions for consideration. Ms. Mallo discussed legislative changes, including a
downzoning bill passed approximately a year and a half earlier.
4. Conclusions and Summary: Recommendations were compiled to clarify provisions and improve the
administration of the code. Recommendations included clarifying board roles and requiring
developers to conduct community meetings with affected property owners. She noted that
legislation had eliminated parking minimum requirements and that vested rights, permit choice, and
fees were also included in the review. City staff had used artificial intelligence to check the draft for
spelling and grammatical errors.
5. Recommendation Prioritization: The Planning Board provided input on prioritizing
recommendations as high, medium, or low priority. Many items were identified as high priority,
with additional items classified as medium or low priority.
Mrs. Mallo explained that it can be difficult for staff and the Planning Board to determine the complexity
of implementing individual changes. A final prioritized list would be prepared to help guide staff as future
updates are considered.
The Planning Board recommended that the Land Development Code (LDC) be reviewed and updated at
least annually. Mrs. Mallo also recommended completing a comprehensive update before undertaking
another major revision of the LDC.
The next phase would involve drafting text amendments, discussing the proposed changes with the Planning
Board, and bringing recommendations to City Council for consideration and public hearings.
Ordinance: Text Amendment to Chapter 52, Water Shortage Conservation Provisions
Mayor, Becky S. Smith reminded the board that a public hearing was previously held on September 14,
2026. City Manager Josh Ross explained that the amendment would add an additional stage to the City’s
water-shortage regulations.
By motion of Brenda Boyd and unanimous vote, the ordinance adding an additional stage to Chapter 52 of
the Code of Ordinances was approved. A copy of the ordinance is available at City Hall.
Resolution Accepting Funding Offer for Lead and Copper Service Replacement
Mayor, Becky S. Smith read the agenda text that stated this resolution was to formally accept a funding
offer from the North Carolina Department of Environmental Quality (NCDEQ) in the amount of $2,508,900
for lead and copper service replacement.
By motion of Brenda Boyd and unanimous vote, the resolution regarding the resolution accepting
$2,508,900 for lead and copper service replacement was approved.

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Resolution Approving and Adopting the City of Bessemer City Stormwater Master Plan
City Manager, Josh Ross introduced Jared Wright of McGill Engineering Associates. To present to Council
the final stormwater master plan before the adoption.
Jared Wright addressed Council and introduced Daniel Johnson, who was part of the firm’s water resources
team. Mr. Johnson provided an overview of the City’s Stormwater Master Plan and the assessment process
used to develop recommendations for future stormwater infrastructure improvements.
Mr. Johnson explained that the State had approved funding through NCDEQ’s LASII program to assist
local governments with stormwater infrastructure needs.
The project included developing a citywide map of stormwater assets, evaluating areas of concern, and
identifying alternatives for potential improvements. The consulting team reviewed the City’s existing GIS
database before conducting fieldwork. Staff assessed stormwater infrastructure to document its condition,
size, material, accessibility, and whether components were buried.
The team also reviewed the collected information for consistency and used gauge data from Long Creek to
help evaluate the system.
Mr. Johnson explained that the primary purpose of the master plan was to provide the City with a clear
understanding of existing stormwater infrastructure needs and a planning document that could support
future funding requests.
Based on input from City staff, the plan identified several priority areas for further consideration, including:
•
•
•

Sunset Drive
The northern area of downtown
The southern downtown area near 8th and 10th Streets

Mr. Johnson noted that implementing the recommended projects would require a combination of local,
state, and federal funding. He also discussed the possibility of establishing a stormwater utility fee as one
potential funding mechanism. The plan recognized that addressing the City’s infrastructure needs would
require coordinated funding efforts.
The project’s next steps included completing the system assessment, prioritizing recommended projects,
adopting the plan, coordinating grant closeout, and pursuing funding for implementation.
The proposed resolution would formally adopt the Stormwater Master Plan prepared by McGill Associates,
as a guiding document for future stormwater planning, capital improvements, and funding opportunities. It
would also authorize the City Manager or designee to coordinate implementation, pursue applicable grants
and funding opportunities, and prioritize recommended projects based on available resources.
By motion of Nellie Floyd and unanimous vote, the resolution regarding the stormwater master plan was
approved.
Award of Bid for Natural Gas Facilities Relocation – NCDOT U-6078
City Council considered awarding the contract for the Natural Gas Facilities Relocation project associated
with NCDOT Project U-6078 to Appling Boring Company, Inc., in the amount of $146,202.90.

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City Manager Josh Ross explained that city staff is seeking the approval of a contract for the Natural Gas
Facilities Relocation project associated with NCDOT Project U-6078 to Appling Boring Company, Inc., in
the amount of $146,202.90. The project is related to the NCDOT realignment of U.S. 274 and N.C. 279,
which require relocation of a portion of the City’s natural gas line. The City has allocated funds to cover
the relocation.
Mr. Ross reported that the project had been bid and that a pre-bid meeting had been held. The
recommendation was to award the contract to Appling Boring Company, Inc., identified as the lowest
responsible and responsive bidder. He noted that the City had worked with the company previously.
By motion of Allen Hook and unanimous vote, the natural gas relocation contract with Appling Boring
Company, Inc., in the amount of $146,202.90 was approved.
City Manager’s Report
City Manager Josh Ross provided several departmental updates.
Fire Department Funding
Mr. Ross reported that the City had received an additional $136,000 from the State’s approved budget for
the Fire Department. He noted that the City had previously received approximately $2.1 million and that
City Council had also set aside funds for the department.
Trunk or Treat
The City’s Trunk or Treat event was scheduled for Saturday, October 31, 2026, from 10:00 a.m. until 12:00
p.m. in downtown Bessemer City. All children are welcome.
Citizen Academy
Mr. Ross reported that four sessions of the pilot Citizen Academy were underway. With many more session
in police, planning and stormwater to come.
Digital Speed Sign
One of the new digital speed signs had been installed on Maine Avenue. The installation was made possible
through private funding from a local company.
Project GT
Mr. Ross reported that Project GT was underway in Southridge Business Park.
Coffee and Conversations with the City Manager
Mr. Ross shared that he had hosted the first Coffee and Conversations with the City Manager approximately
two weeks earlier. The City was considering additional opportunities and alternative times to make the
program accessible to more residents.
Upcoming Work Session Presentations
Mr. Ross advised that the upcoming work session would include a presentation from Terracon regarding
the site the City was considering for the Fire Department. A consultant would also be present to discuss
the personnel policy.
Thus, city staff would like to request that the Council meeting be moved to 2:00 pm.
By general consensus, City Council agreed to begin the work session at 2:00 pm.

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Council General Discussion
Council Member Brenda Boyd shared that she had attended the Veterans Luncheon at the Community
Center. She commended Shannon for doing a good job hosting the luncheon and recognizing local veterans.
Council Member Manny Tsambouniery raised concerns regarding the identification of City vehicles. He
described an incident while turning onto West Virginia Avenue when a county vehicle passed at what he
considered a high rate of speed. He noted that the vehicle displayed a license plate but emphasized the
importance of vehicle identification numbers or markings. Thus, he would like a discussion regarding
vehicle numbers to be on the work session agenda.
City Attorney Marshall Walker indicated that he wished to address the public comment discussion. He
stated that he had asked the speaker only one question and that he would not have intended to interrupt or
prevent a constituent from speaking.
Adjournment
There being no further business, the meeting was adjourned at 8:28 PM, by motion of Brenda Boyd and
unanimous vote.
_______________________
Becky S. Smith, Mayor

______________________________
Hydeia Y. Hayes, City Clerk

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CITY COUNCIL WORK SESSION
City Council Chambers
Tuesday, October 27, 2026 at 2:00 PM

MINUTES
Call to Order
Mayor Becky S. Smith called the meeting to order.
Members Present
Present at the meeting were Mayor, Becky S. Smith, Council Members: Brenda Boyd, Nellie Floyd, Bill
Whitmire, Allen Hook, Manny Tsambouniery and Chris Harmon. City Manager Josh Ross, Attorney
Marshall Walker and department heads were also in attendance. A quorum was established.
Closed Session
By motion of Allen Hook and unanimous vote, City Council entered in to closed session pursuant to NCGS
143.318.11(a)(6) to discuss a personnel matter at 2:06 PM.
By motion of Brenda Boyd and unanimous vote, City Council came out of closed session at 2:27 PM. No
action was taken.
Brownfields Project Assessment
Mr. Ross introduced Robert Brookshire of Terracon to city council. Brookshire presented an update on the
City's Brownfields Project Assessment. He reviewed the three priority sites identified for potential grant
funding: Atlanta Inc. Spinners, the BC Oil site, and the Dawn Processing site. Phase I and Phase II
assessments are being used to evaluate properties and identify potential environmental concerns.
Mr. Brookshire explained that staff had consulted with the EPA, Fire Chief Gordon, and City Manager Josh
Ross regarding the site under consideration for the Public Safety Capital Project. The City is evaluating
environmental conditions in light of the property's intended use as a fire station and potential green space.
Brownfields funding may assist with assessment and certain limited removals. Many times funding can help
with areas such as underground fuel tanks and asbestos removal and could help prepare portions of property
for future economic development.
The City received a 45-day extension for due diligence and submitted a request for EPA approval to establish
eligibility for funding. Monitoring has not yet been completed. In response to a question from Council
Member Allen Hook, Mr. Brookshire stated that the design-build contract for Beam Construction would
come before Council in the weeks to come. Beam was selected through a request-for-qualifications process,
and a second contract will be needed at a later time. Council Member Manny Tsambouniery asked about the
Phase II timeline, and staff indicated that the schedule remains feasible. City Manager Ross stated that the
contract signing deadline is November 30. Staff also reported that the Dawn Processing Mill has been
purchased by a developer.

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Public Safety Capital Project Update
The Public Safety Capital Project was discussed in connection with the Brownfields assessment and the
City's planned property due diligence. Further details regarding the design-build contract are expected to
be sent to Council this week.
Department Reports
JoD Franklin, Parks & Recreation Director
Mr. Franklin reported that Brew & Que festival went well. Trunk or Treat is scheduled for this upcoming
Saturday, October 31st from 10:00 a.m. to noon, with 30 vehicles registered. Christmas in the City is
scheduled for Sunday, November 22nd, from 4:00 to 6:00 p.m. Other upcoming events include the
Community Senior Health Fair on November 17, Thanksgiving Bingo on November 16, the community
Thanksgiving meal on November 21, the Christmas Bazaar on November 29, Breakfast with Santa on
December 12, and the Veterans Car Show on November 14. The Veterans lunch is scheduled for November
2. Parks & Recreation will prepare parade signs for Council, and Light Up Bessemer City activities will
encourage residents to decorate and announce winners.
Chris Vaughn, Police Chief
Chief Vaughn reported that traffic-speed signs are being assembled and deployed, with five signs planned.
The signs collect traffic data and are solar-powered. Staff is considering a traffic sign placement on Virginia
Avenue and another near North 12th Street by the school. Officers are being sent to radar training so they
can know how to relocate and operate the signs. The department conducted a Citizens Academy session
and a senior-center presentation on scam prevention. Recruitment and retention remain ongoing priorities.
The department is working to recruit officers and provide training opportunities, including a drone course
expected to be available in the spring.
Hydeia Hayes, City Clerk & Human Resources Director
Ms. Hayes reviewed options for Council training opportunities, the upcoming Council retreat, and city staff
events. Ms. Hayes also informed the board that the city is taking nominations for the Brad Kelly service
award through October 31st. Hayes also informed Council that the city staff are working on an Employee
Self Service (ESS) to allow staff to see their leave accruals, benefits, and tax deductions digitally.
Additionally, Hayes reminded the board that the personnel policy would be reviewed at the next Council
work session in November.
Jamie Ramsey, Operations & Special Projects Director
Mr. Ramsey reported that the City has not purchased vehicles in approximately five years due to the UAL
requirements. Several vehicles are aging, including one or two F-150s that may not pass inspection and
three additional older vehicles. Staff is considering purchasing replacements outright or through financing,
at an estimated cost of approximately $200,000. Funding may come from the General Fund and Water
Fund, and the older vehicles would need to be declared surplus. Council Members Chris Harmon and Bill
Whitmire expressed support for moving away from Enterprise lease vehicles.
Council discussed the timing of the single water-rate structure for customers outside city limits. A 2025
resolution established the single-rate structure for existing and new out-of-city customers. The City
currently has approximately 147 out-of-city customers, and about 62 customers are expected to connect to
the new Tryon water line. Staff will discuss with the contractor whether connections can begin in January
2027 to reduce the impact on the current fiscal year's budget. Council discussed coordinating any rate

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changes with the budget process rather than implementing them in separate stages. Mr. Ramsey also
reported that patching work is underway in the Lennar and Creekside Cottages neighborhoods, with
approximately 15 homes still under construction.
Diane Jenkins, Finance Director
Ms. Jenkins reported that law-enforcement bonuses and the related pay report items had been submitted.
The State sent a one time law enforcement bonus to for full and part-time officers. The annual audit
materials have been submitted, and the auditor is expected to present the audit at the January 2027 Regular
Meeting. Staff is completing year-end reporting and Powell Bill reporting and will receive training on the
ESS software platform. In response to a question from Council Member Harmon, Ms. Jenkins reported that
the percentage of customers paying late has increased from approximately 20% to 24% after the City
reduced late fees in July 2026; the number of disconnections on cut off day have also increased.
Michael Gordon, Fire Chief
Chief Gordon reported that the Fire Department barbecue sale would take place Friday, November 13 and
Saturday, November 14. The department is exploring restoration of the City's 1946 fire truck with the goal
of having it participate in this year’s Christmas parade. The Fire Chief has contacted other municipalities
for information about restoration, and signage is being prepared.
Shelley Stevens, Planning Director
Ms. Stevens reported that consultant Karen Mallo provided an update on the Land Development Code
project at the previous Council meeting. The project is in Phase 5, which will summarize the policy and
plan review completed during the first four phases and prioritize recommendations. Staff is reviewing
permitting software options, with a demonstration scheduled for November 4. The department continues to
receive subdivision requests and permits from individual property owners and developers. Council
discussed townhome development and the consultant's recommendation to consider greater density. Council
Member Chris Harmon noted that he did not believe the community would respond favorably to increased
density.
City Manager Josh Ross reported on community development activities and the City's website. He stated
that the Citizens Academy pilot group has been engaged and that the pilot program has helped staff evaluate
the program before broader implementation.
City Manager’s Report
Mr. Ross reported that Council members had opportunities to participate in recent field trips. Members who
had not yet selected a time were asked to contact him. Visits to the water plant and reservoirs were planned
for the week. Mr. Ross also reported that the City is coordinating an appreciation gathering for
Representative Hastings and Senator Overcash regarding the $136,000 that was allocated to the public safety
capital project in the State budget.
Bulk Pickup Discussion
Council discussed bulk pickup options offered by the City's current vendor, Waste Pro, including weekly,
quarterly, monthly, and the current service option. Under the current arrangement, residents pay when they
use the service for up to three items for $38. City Manager Ross recommended maintaining the current
option, noting that changing services midyear would require additional funding. An in-house option was not
included because the City would need to purchase a truck and fund additional staffing, salaries, and benefits.
Council discussed a potential $8.28 charge and the estimated cost of providing the service citywide, which
could exceed $200,000. Council members expressed differing views on whether the fee should be charged
to all households or only to residents who use the service. Concerns were raised about the impact on seniors
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and residents on fixed incomes. Council member, Bill Whitmire stated that the budget could be revaluated
to remove wasteful spending to allow for a property tax reduction.
Mr. Ross recommended that any fee increase be considered during the budget process. Staff will obtain
utilization information from Waste Pro to help Council evaluate the options.
By general consensus, this will be added to the November 2026 work session.
Vehicle Identification
Council discussed whether additional identifying numbers or decals should be placed on City vehicles. Staff
reported that City vehicles already have permanent tags and that departments have systems for identifying
and tracking vehicles. Thus, staff did not identify a specific operational problem that would be resolved by
adding decals. Chief Vaughn suggested that new vehicles could be marked when they are striped. City
Manager Ross recommended continuing to monitor the issue and identifying the specific need before taking
action. Council Member Harmon expressed support for a digital option to track City vehicles.
By general consensus, this will be added to the November 2026 work session.
FY 2027 Strategic Plan Update
City Manager Ross reviewed the quarterly Strategic Plan update for July, August, and September 2026.
Progress included work on the Land Development Code update, sidewalk repairs, the Ella May Wiggins
mural, and advancement of the Public Safety Capital Project. The City has included funding for part-time
firefighters. Additional work includes the SRF application, natural gas relocation, and utility planning.
Under Goal 4, the City has continued work with citizen boards, downtown engagement, and the City website.
Under Goal 5, internal initiatives include the pay and classification study, salary competitiveness review,
ESS platform, quarterly staff luncheons, a monthly staff newsletter, and training for staff and department
heads. Staff is also working on improvements to code enforcement and planning software.
Council General Discussion
Council Member Chris Harmon thanked Jamie Ramsey and JoD Franklin's crews for cleaning up the
cemetery.
Adjournment
There being no further business, by motion of Brenda Boyd and unanimous vote the meeting was
adjourned at 5:10 PM.
_______________________
Becky S. Smith, Mayor

______________________________
Hydeia Y. Hayes, City Clerk

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Capital Project Ordinance for the City of Bessemer City
Lead and Copper Service Replacement Project
BE IT ORDAINED by the City Council of the City of Bessemer City that, pursuant to Section 13.2 of
Chapter 159 of the General Statutes of North Carolina, the following capital project is hereby adopted:
Section 1. The project authorized is the Lead and Copper Service Replacement Project.
Section 2. The officers of this unit are hereby directed to proceed with the capital project within the terms
of the budget contained herein.
Section 3. The following amounts are appropriated for the project:
Construction Costs
Contingency
Engineering Costs
Administration Costs
2% Processing Fee (Required by State)
Total:

$2,067,100.00
$206,800.00
$208,000.00
$27,000.00
$50,178.00
$ 2,559,078.00

Section 4. The following revenues are anticipated to be available to complete this project:
Transfer from Water and Sewer Fund:
NCDEQ-DWSRF Loan – Principal Forgiveness:
Total:

$50,178.00
$2,508,900.00
$ 2,559,078.00

Section 5. The finance officer is hereby directed to maintain within the Capital Projects Fund
sufficient specific detailed accounting records.
Section 6. Funds may be advanced from the General Fund for the purpose of making payments as
due.
Section 7. The finance officer is directed to report quarterly on the financial status of each project
element in Section 3.
Section 8. The budget officer is directed to include a detailed analysis of past and future costs and
revenues on this capital project in every budget submission made to this Board.
Section 9. Copies of the capital project ordinance shall be made available to the budget officer and
the finance officer for direction in carrying out this project.
Adopted this the 9th of November, 2026.

Mayor, Becky S. Smith

Hydeia Y. Hayes, City Clerk

COBC-GOVBOD-2026-2027 O 10

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PROCLAMATION DECLARING VETERANS DAY
WHEREAS, the freedoms and opportunities that we enjoy today in the United States of America have
been safeguarded and preserved through the service and sacrifice of our nation’s veterans;
WHEREAS, generations of courageous men and women from Bessemer City and across our country
have answered the call to serve in the Armed Forces of the United States—standing in defense of liberty,
justice, and the values we hold dear; and
WHEREAS, these patriots served with honor in times of war and peace, protecting our nation from
threats abroad and contributing their leadership, skills, and commitment to the well-being of our
communities upon returning home; and
WHEREAS, Bessemer City Council takes great pride in honoring all veterans who have served and
those who continue to serve—and expresses deep gratitude to their families for their steadfast support
and sacrifice; and
WHEREAS, it is fitting that we join together as a community to recognize and pay tribute to our veterans,
to remember the fallen, and to renew our commitment to ensuring that the principles for which they
fought continue to flourish in our city and nation.
NOW, THEREFORE, BE IT RESOLVED, that I, Becky S. Smith, Mayor of the City of Bessemer
City, North Carolina, do hereby proclaim November 11, 2026, as VETERANS DAY in Bessemer City,
and I encourage all residents to join in commemorative events, such as the city’s patriotic car show on
Saturday, November 14th, and expressions of appreciation to honor our veterans for their courage, service,
and devotion to our country.
IN WITNESS WHEREOF, I have hereunto set my hand and caused the Seal of the
City of Bessemer City to be affixed this 9th day of November, 2026.

Becky S. Smith, Mayor

Hydeia Y. Hayes, City Clerk

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BUDGET AMENDMENT 2026-2027
November 9, 2026

BE IT ORDAINED by the governing body of the City of Bessemer City that the following amendments be made to the
annual budget ordinance for the fiscal year ending June 30, 2027.
Section 1. To amend the General Fund the expenditures are to be changed as follows:
General Fund
Dept Number

Description

Increase

100-10-4340-353

Vehicle Repair & Maint. (Fire Truck)

$

Decrease

Debit

Credit

Decrease

Debit

Credit

72,328.00

This will result in a net increase in appropriations of $72,328 for the General Fund.
To provide for the increase, the following General Fund revenue accounts will be increased.

General Fund
Dept Number
100-00-3839-985

Description
Insurance Proceeds

Increase

$

72,328.00

Section 2. Copies of this budget amendment shall be furnished to the Clerk, Governing Board, Budget Officer
and the Finance Officer.

Adopted by Council, this ______ day of ____________________ 2026.

COBC-GOVBOD-2026-2027 O 11

Becky S. Smith, Mayor
Attest:

Hydeia Y. Hayes, Clerk

Page 15 of 69

Document A141 – 2024
®

Standard Form of Agreement Between Owner and Design-Builder for a Traditional
Design-Build Project

AGREEMENT made as of the Ninth day of November in the year Two-thousand
Twenty-Six
(In words, indicate day, month, and year.)
BETWEEN the Owner:
(Name, legal status, address, and other information)
City of Bessemer City
125 E. Virginia Avenue
Bessemer City, NC 28016
and the Design-Builder:
(Name, legal status, address, and other information)
Beam Construction Company, Inc.
601 E. Main Street
Cherryville, NC 28021
for the following Project:
(Name, location, and detailed description)

ADDITIONS AND DELETIONS:
The author of this document may
have revised the text of the original
AIA standard form. An Additions and
Deletions Report that notes
revisions to the standard form text is
available from the author and should
be reviewed. A vertical line in the left
margin of this document indicates
where the author has added to or
deleted from the original AIA text.
This document has important legal
consequences. Consultation with an
attorney is encouraged with respect
to its completion or modification.
Consultation with an attorney is also
encouraged with respect to
professional licensing requirements
in the jurisdiction where the Project
is located.

Bessemer City Public Safety Capital Project
125 E. Virginia Avenue
Bessemer City, NC 28016

The project and current design calls for the construction of a new fire station that is
approximately 80’ by 108’ facility including (5) pull-through bays, administration,
storage, living quarters for firefighters. The fire station will be located on E. Virgina Ave
in the 400 block.

The Owner and Design-Builder agree as follows.

{CS: 00143276.DOCX }E

Page 16 of 69

1

GENERAL PROVISIONS

2

COMPENSATION AND PROGRESS PAYMENTS

3

GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT

4

WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT

5

WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT

6

CHANGES IN THE WORK

7

OWNER’S RESPONSIBILITIES

8

TIME

9

PAYMENT APPLICATIONS AND PROJECT COMPLETION

10

PROTECTION OF PERSONS AND PROPERTY

11

INSURANCE AND BONDS

12

UNCOVERING AND CORRECTION OF CONSTRUCTION WORK

13

COPYRIGHTS AND LICENSES

14

TERMINATION OR SUSPENSION

15

CLAIMS AND DISPUTES

16

MISCELLANEOUS PROVISIONS

17

SCOPE OF THIS AGREEMENT

DRAFT

TABLE OF ARTICLES

TABLE OF EXHIBITS
A

INSURANCE AND BONDS

B

DESIGN-BUILD AMENDMENT

C

SUSTAINABLE PROJECTS EXHIBIT

ARTICLE 1 GENERAL PROVISIONS
§ 1.1 Owner’s Criteria
This Agreement is based on the Owner’s Criteria set forth in this Section 1.1. The Owner’s Criteria is fixed as of the date of
this Agreement.
(For each item in Section 1.1.1 through 1.1.10, insert the information or a statement such as “not applicable” or “unknown at
the time of execution.)
§ 1.1.1 The Owner’s program for the Project:
(Identify below, or in an attached exhibit, the documentation in which the program is set forth, or state the manner in which
the program will be developed.)
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§ 1.1.2 The Owner’s design requirements for the Project:
(Identify below, or in an attached exhibit, the documentation that contains the Owner’s design requirements, including any
performance specifications for the Project.)
Design and construction of a new public safety campus for the town of Bessmer City
§ 1.1.3 The Project’s physical characteristics:
(Identify or describe below, or in an attached exhibit, if appropriate, size, location, dimensions, or other pertinent
information, such as geotechnical or environmental reports; site, boundary, topographic, or existing building surveys; traffic
and utility studies; availability of public and private utilities and services; legal description of the site; Project and site
requirements; etc.)
Project Site:
East Virginia Ave. 400 Block
Bessemer City, NC 28016
At each Project Site, new construction of an athletic training facility: one-story, 907sq metal frame and metal roof building.
§ 1.1.6 The Owner’s budget for the Work to be provided by the Design-Builder is set forth below:
(Provide the Owner’s total budget for the Design Services, Construction Work, related services, and reasonable
contingencies, required to fulfill the Design-Builder’s obligations under the Design-Build Documents following execution of
the Design Build Amendment. If known, include a line-item breakdown of costs.)

§ 1.1.7 The Owner’s anticipated design and construction milestones:
.1

DRAFT

Three Million Dollars - $3,000,000.00

Design Builder’s Proposal submission date:
March 30th, 2027

.2

Construction commencement date:
June 15th, 2027

.3

Substantial Completion date or dates:
May 30th, 2028

.4

Other milestone dates:
(Include other dates, such as milestones for Evaluation of the Owner’s Criteria, Preliminary Design, the
anticipated start of construction, or phased completion dates.)

§ 1.2 Project Team
§ 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.1:
(List name, address, and other information.)
Josh Ross – City Manager
City of Bessemer City
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Page 18 of 69

125 E. Virginia Avenue
Bessemer City, NC 28016

§ 1.2.3 The Design-Builder identifies the following representative in accordance with Section 3.1.2:
(List name, address and other information.)
Justin Boheler
Beam Construction Company, Inc.
601 E. Main Street
Cherryville, NC 28021
(704) 435-3206
§ 1.2.4 In addition to those persons or entities identified in Section 1.1.8, the Design-Builder shall retain the Architect,
Consultants, Subcontractors, and suppliers, identified below:
(List name, discipline, address, and other information.)
Stewart Cooper Newell Architects
719 E. Second Ave.
Gastonia, NC 28054
(704) 865-6311
§ 1.2.5 Neither the Owner’s nor the Design-Builder’s representative shall be changed without ten days’ notice to the other
party.

DRAFT

§ 1.3 Dispute Resolution
§ 1.3.1 Initial Resolution of Claims. Claims, excluding those where the condition giving rise to the Claim is first discovered after
expiration of the period for correction of the Construction Work set forth in Section 12.2.2, or arising under Sections 10.3 and
10.4, shall be:
(Check the appropriate box.)
[
[

]
Referred to the following Project Neutral for an initial decision in accordance with Section 15.2.2.
(Insert name, address, and contact information for Project Neutral.)

If the Owner and Design-Builder do not select a Project Neutral above, the Parties shall meet and confer as a condition
precedent to mediation pursuant to Section 15.3.
§ 1.3.2 Binding Dispute Resolution. For any Claim subject to, but not resolved by, mediation pursuant to Section 15.3, the
method of binding dispute resolution shall be the following:
(Check the appropriate box.)
[ X
[
[

]
]

Arbitration pursuant to Section 15.4

Litigation in a court of competent jurisdiction
]

Other: (Specify)

If the Owner and Design-Builder do not select a method of binding dispute resolution above, or do not subsequently agree in
writing to a method of binding dispute resolution other than litigation, Claims will be resolved by litigation in a court of
competent jurisdiction.
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§ 1.4 Definitions
§ 1.4.1 Architect. The Architect is a person or entity providing Design Services for the Design-Builder for all or a portion of
the Work and is lawfully licensed to practice architecture in the applicable jurisdiction. The Architect is referred to throughout
the Design-Build Documents as if singular in number.
§ 1.4.2 Confidential Information. Confidential Information is information containing confidential or business proprietary
information that is designated as “confidential.”
§ 1.4.3 Consultant. A Consultant is a person or entity providing services for the Design-Builder for all or a portion of the Work
and is referred to throughout the Design-Build Documents as if singular in number. If the Consultant provides professional
services, the Consultant shall be lawfully licensed to provide such services, as required by the applicable jurisdiction.
§ 1.4.4 The Contract. The Design-Build Documents form the Contract. The Contract represents the entire and integrated
agreement between the parties and supersedes prior negotiations, representations, or agreements, either written or oral. The
Contract may be amended or modified only by a Modification. The Design-Build Documents shall not be construed to create a
contractual relationship of any kind between any persons or entities other than the Owner and the Design-Builder
§ 1.4.5 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder for performance of the Work after
execution of the Design-Build Amendment, as set forth in the Design-Build Amendment.
§ 1.4.6 Contract Time. The Contract Time is the period of time identified in the Design-Build Amendment, measured from the
date for commencement of the Construction Work, including authorized adjustments, established as the period for the DesignBuilder to achieve Substantial Completion of the Work.

DRAFT

§ 1.4.7 Subcontractor. A Subcontractor is a person or entity performing all or a portion of the construction, required in
connection with the Work, for the Design-Builder. Each Subcontractor shall be lawfully licensed, if required in the
jurisdiction where the Project is located.
§ 1.4.8 Cost of the Work. The Cost of the Work includes all costs reasonably incurred by the Design-Builder in the proper
performance of the Work as described in Article B.6 of the Design-Build Amendment.
§ 1.4.9 Day. The term “day” as used in the Design-Build Documents shall mean calendar day unless otherwise specifically
defined.
§ 1.4.10 Design-Build Documents. The Design-Build Documents consist of this Agreement between Owner and Design-Builder
(hereinafter, this Agreement), other documents listed in this Agreement, and Modifications issued after execution of this
Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated
herein. A Modification is (1) a written amendment to the Contract signed by both parties, including the Design-Build
Amendment, (2) a Change Order, or (3) a Change Directive. The Design-Build Documents will also include the Drawings,
Specifications, and other documents listed in the Design-Build Amendment. If anything in the other Design-Build Documents,
other than a Modification, is inconsistent with this Agreement, this Agreement shall govern.
§ 1.4.11 Design-Builder. The Design-Builder is the person or entity identified as such in this Agreement and is referred to
throughout the Design-Build Documents as if singular in number. The term “Design-Builder” means the Design-Builder or
the Design-Builder’s authorized representative.
§ 1.4.12 Work. “Work” means the (a) services required of the Design-Builder prior to the execution of the Design-Build
Amendment, (b) Design Services, and (c) Construction Work.
§ 1.4.12.1 Design Services. “Design Services” are the professional services, including those services that are rendered by
architects and engineers, which are required to fulfill the Design-Builder’s obligations under the Design-Build Documents.
Design Services do not include professional or other services necessary to support Construction Work which are provided by
Subcontractors engaged by the Design-Builder.
§ 1.4.12.2 Construction Work. “Construction Work” is the construction, and services to support construction, required by the
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Design-Build Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and
services provided, or to be provided, by the Design-Builder to fulfill the Design-Builder’s obligations under the Design-Build
Documents.
§ 1.4.13 Early Release Work. “Early Release Work” is a limited, predetermined portion of the Project or scope of the Work that
the Owner authorizes the Design-Builder to commence before the parties execute the Design-Build Amendment.
§ 1.4.14 Instruments of Service. Instruments of Service are representations, in any medium of expression now known or later
developed, of the tangible and intangible creative work performed by the Design-Builder, Subcontractors, Architect, or
Consultants under their respective agreements. Instruments of Service may include, without limitation, studies, surveys,
models, sketches, drawings, specifications, and other similar materials.

To Owner:

Josh Ross
City of Bessemer City
125 E. Virginia Avenue
Bessemer City, NC 28016
Email: [email protected]

To Design-Builder:

Justin Boheler
Beam Construction Company, Inc.
601 E. Main Street
Cherryville, NC 28021
Email: [email protected]

DRAFT

§ 1.4.15 Notice
§ 1.4.15.1 Except as otherwise provided in Section 1.4.15.2, where the Design-Build Documents require one party to notify or
give notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom
the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail or by courier as set forth
below:
(Insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and
whether and how the system will be required to generate a read receipt for the transmission. If the parties agree upon
protocols for electronic transmission of notice, identify and attach that document.)

Notices and communications may also be sent by electronic mail, but such method shall not be a substitute for providing written
notice as required herein.
§ 1.4.15.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly
served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered
mail, or by courier providing proof of delivery.
§ 1.4.16 Owner. The Owner is the person or entity identified as such in this Agreement and is referred to throughout the DesignBuild Documents as if singular in number. The term “Owner” means the Owner or the Owner’s authorized representative.
§ 1.4.17 The Project. The Project is comprised of all design and construction, of which the Work performed under the DesignBuild Documents may be the whole or a part, and may include design and construction by the Owner and by Separate
Contractors.
§ 1.5 The Owner and Design-Builder may rely on the Owner’s Criteria set forth in Article 1. If the Owner’s Criteria materially
changes after execution of this Agreement, the Owner and the Design-Builder shall execute a Modification to adjust the
Project schedule, the Design-Builder’s services, and the Design Builder’s compensation. The Owner shall adjust the Owner’s
budget in Section 1.1.6 and the Owner’s anticipated design and construction milestones, as necessary, to accommodate
material changes in the Owner’s Criteria.

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ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS
§ 2.1 Compensation for Work Prior To Execution of Design-Build Amendment
§ 2.1.1 For the Design-Builder’s performance of Work prior to the execution of the Design-Build Amendment, the Owner shall
compensate the Design-Builder as follows:
(Insert amount of, or basis for, compensation, or indicate the exhibit in which the information is provided. If there will be a
limit on the total amount of compensation for Work performed prior to the execution of the Design-Build Amendment, state
the amount of the limit.)
$256,000.00 (Two Hundred Fifty-Six Thousand Dollars – See Exhibit C
Current design fee is 9% of the estimated construction cost of $2,400,000.00 and can be adjusted after the schematic design
portion of the design is completed.
§ 2.1.2 The hourly billing rates for services of the Design-Builder and the Design-Builder’s Architect, Consultants, and
Subcontractors, if any, are set forth below. The rates shall be adjusted in accordance with the Design-Builder’s, Architect’s,
Consultants’, and Subcontractors’ normal review practices.
(If applicable, attach an exhibit of hourly billing rates or insert them below.)
See Exhibit D.
Individual or Position

Rate

DRAFT

§ 2.1.3 Compensation for Reimbursable Expenses Prior To Execution of Design-Build Amendment
§ 2.1.3.1 Reimbursable Expenses are in addition to compensation set forth in Section 2.1.1 and 2.1.2 and include expenses
directly related to the Project incurred by the Design-Builder and the Design-Builder’s Architect, Consultants, and
Subcontractors, as follows:
.1
Authorized transportation, other than between the Design-Builder and the Design-Builder’s Architect,
Consultants, and Subcontractors’ offices and Project site, and only if the travel is in excess of fifty (50) miles
(reimbursed based on the approved IRS mileage rate at the time the travel is completed);
.2
Dedicated data and communication services, teleconferences, and Project web sites and cloud services;
.3
Fees paid for securing approval of authorities having jurisdiction over the Project;
.4
Printing, reproductions, plots, and standard form documents that cannot be otherwise submitted electronically;
.5
Postage, handling, and delivery;
.6
Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner;
.7
Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the
Owner expect for basic presentation materials if requested by Owner;
.8
All taxes levied on professional services and on reimbursable expenses; and
.9
Other Project-related expenditures, if authorized in advance by the Owner.
§ 2.1.3.2 For Reimbursable Expenses, the compensation shall be the expenses the Design-Builder and the Design-Builder’s
Architect, Consultants, and Subcontractors incurred, plus ten
percent ( 10
%) of the expenses incurred.
§ 2.1.4 Additional Services. With the Owner’s written approval, the Design-Builder shall provide services not included in
Article 4 for additional compensation. Such services may include
.1
services necessitated by a change in the Owner’s Criteria, or previous instructions or approvals given by the
Owner;
.2
services necessitated by a material change in the Project made at the Owner’s request, including (1) a change in
Project size, quality, or complexity, or (2) a change in the Owner’s schedule or budget;
.3
changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of
codes, laws or regulations, or official interpretations; and
.4
services necessitated by a failure to complete the services under Article 4 within
(
24
) months of
the date of this Agreement through no fault of the Design-Builder.
§ 2.1.4.5 Compensation for Additional Services. If the Owner authorizes the Design-Builder to perform additional services
under Section 2.1.4, the Owner shall compensate the Design-Builder for such additional services as follows:
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(Insert amount of, or basis for, compensation.)
For all Additional Services, as defined in Article 2.1.4 and in this Agreement, prior to commencement of and compensation for
any and all Additional Services, the Design-Builder must notify the Owner in writing that such Additional Services will be
necessary and shall obtain the Owners written approval to either a mutually agreeable: 1) lump sum amount; or 2) hourly fee
arrangement for the specific scope of work. Unless otherwise specified herein, the current hourly rates are established in
Exhibit D. All time shall be rounded to the nearest quarter hour. Payment for any such Additional Services shall be made by
the Owner from time to time upon presentation of the Design-Builder’s detailed invoice showing at a minimum the date, a
description of the specific activity and the time spent, rounded to the nearest quarter hour. The Owner shall not pay for
Additional Services not approved in advance as required herein.
§ 2.1.5 Payments to the Design-Builder Prior To Execution of Design-Build Amendment
§ 2.1.5.1 Unless otherwise agreed, payments for Work prior to execution of the Design-Build Amendment shall be made
monthly upon presentation of the Design-Builder’s invoice.
§ 2.1.5.1.1 Amounts unpaid
( 30
) days after the invoice date shall bear interest at the rate entered below, or in
the absence thereof, at the legal rate prevailing from time to time at the principal place of business of the Design-Builder.
(Insert rate of monthly or annual interest agreed upon.)
2

%

§ 2.1.5.2 Records of Reimbursable Expenses and services performed on the basis of hourly rates shall be available to the
Owner at mutually convenient times for a period of three (3) years following execution of the Design-Build Amendment or
termination of this Agreement, whichever occurs first.

DRAFT

§ 2.1.5.3 Hourly Rate Billing. The hourly billing rates for services are included in Exhibit D and shall not be adjusted during the
term of this Agreement.
§ 2.2 Payment for Early Release Work
For the Design-Builder’s performance of Early Release Work, the Owner shall pay the Design-Builder in accordance with the
authorization for the Early Release Work, unless otherwise agreed to by the parties.
§ 2.3 Compensation for Work Performed After Execution of Design-Build Amendment
§ 2.3.1 For the Design-Builder’s performance of Work after execution of the Design-Build Amendment, the Owner shall pay
to the Design-Builder the Contract Sum as set forth in Article 9 and the Design-Build Amendment.
§ 2.3.2 Liquidated Damages
The Design-Builder’s liability for liquidated damages resulting from the Design-Builder’s failure to achieve Substantial
Completion within the Contract Time shall be as follows:
(For each item in Section 2.3.2.1 through 2.3.2.4, insert the information or a statement such as “not applicable”.)
.1

Insert the monetary amount of liquidated damages, if any, to be assessed:
(Identify the monetary amount of liquidated damages, the incremental period of time for each assessment, and
whether that amount is uniform or variable over time.)

N/A
ARTICLE 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT
§ 3.1 General
§ 3.1.1 The Design-Builder shall comply with any applicable licensing requirements in the jurisdiction where the Project is
located.
§ 3.1.2 The Design-Builder shall designate in writing a representative who shall have express authority to bind the DesignBuilder with respect to all matters under this Agreement.
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§ 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Documents. The Design-Builder shall
not be relieved of its obligations to perform the Work in accordance with the Design-Build Documents by the activities, tests,
inspections, or approvals of the Owner.
§ 3.1.4 If the Design-Builder performs Work contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or
lawful orders of public authorities, the Design-Builder shall assume responsibility for such Work and shall bear the costs
attributable to correction.
§ 3.1.4.1 Neither the Design-Builder nor any Subcontractor, Consultant, or Architect shall be obligated to perform any act
which they believe will violate any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of
public authorities. If the Design-Builder determines that implementation of any instruction received from the Owner,
including those in the Owner’s Criteria, would cause a violation of any applicable laws, statutes, ordinances, codes, rules and
regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner in writing. Upon confirmation by
the Owner that a change to the Owner’s Criteria is required to remedy the violation, the Owner and the Design-Builder shall
execute a Modification.
§ 3.1.5 The Design-Builder shall be responsible to the Owner for acts and omissions of the Design-Builder’s employees,
Architect, Consultants, Subcontractors, and their agents and employees, and any other persons or entities performing portions
of the Work for, or on behalf of, the Design-Builder.
§ 3.1.6 The Design-Builder shall schedule and conduct periodic meetings with the Owner to review matters such as
procedures, progress, coordination, and scheduling of the Work.

DRAFT

§ 3.1.7 The Design-Builder shall furnish the services of Architects, Consultants, Subcontractors, and suppliers identified in
Article 1 or otherwise required to fulfill its obligations under the Design-Build Documents. The Owner understands and
agrees that the services of such parties are performed in the sole interest of, and for the exclusive benefit of, the DesignBuilder. When applicable law requires that services be performed by licensed professionals, the Design-Builder shall provide
those services through qualified and licensed professionals.
§ 3.1.8 The Design-Builder, with the assistance of the Owner, shall prepare and file documents required to obtain necessary
approvals of authorities having jurisdiction over the Project.
§ 3.1.9 Progress Reports
§ 3.1.9.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. On a monthly basis, or
otherwise as agreed to by the Owner and Design-Builder, the Design-Builder shall submit written progress reports to the
Owner, showing estimated percentages of completion and other information identified below:
.1
Work completed for the period;
.2
Project schedule status;
.3
Submittal schedule and status report, including a summary of outstanding Submittals;
.4
Requests for information to be provided by the Owner, including those that are outstanding;
.5
Approved Change Orders and Change Directives;
.6
Pending Change Order and Change Directive status reports;
.7
Tests and inspection reports;
.8
Status report of Work rejected by the Owner;
.9
Status of submissions and approvals required by authorities having jurisdiction over the Project;
.10 Status of Claims previously submitted in accordance with Article 15;
.11 Cumulative total of the Cost of the Work to date including the Design-Builder’s compensation and
Reimbursable Expenses, if any;
.12 Current Project cash-flow and forecast reports;
.13 A cost summary, comparing actual costs to updated cost estimates, if the Contract Sum is the Cost of the Work
with or without a Guaranteed Maximum Price; and
.14 Additional information as agreed to by the Owner and Design-Builder.
§ 3.1.10 Design-Builder’s Schedule
§ 3.1.10.1 The Design-Builder, as part of the Design-Builder’s evaluation of the Owner’s Criteria, shall prepare and submit for
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the Owner’s acceptance a Project schedule, which shall provide for expeditious and practicable execution of the Work. The
Project schedule shall (1) include the time required for design and construction, (2) not exceed time limits set forth under the
Design-Build Documents, (3) be revised at appropriate intervals as required by the conditions of the Work and the DesignBuild Documents, (4) include allowances for periods of time required for the Owner’s review, and (5) include allowances for
approval of submissions by authorities having jurisdiction over the Project.
§ 3.1.10.2 The Design-Builder shall perform the Work in general accordance with the most recent Project schedule accepted by
the Owner.
§ 3.1.11 Standard of Care
The Design-Builder shall perform (a) services required of the Design-Builder prior to the execution of the Design-Build
Amendment, and (b) Design Services consistent with the degree of skill and care ordinarily provided by Design-Builders
performing the same services in the same or similar locality under the same or similar circumstances.
§ 3.1.12 Warranty
The Design-Builder warrants to the Owner that the Construction Work furnished under the Contract will be of good quality
and new unless the Design-Build Documents require or permit otherwise. If required by the Owner, the Design-Builder shall
furnish satisfactory evidence as to the kind and quality of materials and equipment. The Design-Builder further warrants that
the Construction Work will conform to the requirements of the Design-Build Documents and will be free from defects, except
for those inherent in their quality or otherwise expressly permitted by the Design-Build Documents. Construction Work not
conforming to these requirements may be considered defective. The Design-Builder’s warranty excludes remedy for damage
or defect caused by abuse, alterations to the materials, equipment, or construction not executed by the Design-Builder,
improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage.

DRAFT

§ 3.1.13 Royalties, Patents and Copyrights
§ 3.1.13.1 The Design-Builder shall pay all royalties and license fees for designs, processes, or products, required by the
Design-Build Documents.
§ 3.1.13.2 The Design-Builder shall defend suits or claims for infringement of copyrights and patent rights and shall hold the
Owner and its Separate Contractors and consultants harmless from loss on account thereof, but shall not be responsible for
defense or loss when a particular design, process, or product of a particular manufacturer or manufacturers is required by the
Owner, or where the copyright violations are contained in the Owner’s Criteria. However, if an infringement of a copyright or
patent is discovered by, or made known to, the Design-Builder, the Design-Builder shall be responsible for the loss unless
such information is promptly furnished to the Owner. If the Owner receives notice from a patent or copyright owner of an
alleged violation of a patent or copyright, attributable to the Design-Builder, the Owner shall give prompt notice to the
Design-Builder.
§ 3.1.14 Indemnification
§ 3.1.14.1 To the fullest extent permitted by law, the Design-Builder shall indemnify and hold harmless the Owner, the
Owner’s consultants, and agents and employees of any of them, from and against third-party claims, damages, losses, and
expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work, but only to the
extent caused by the negligent acts or omissions of the Design-Builder, a Subcontractor, Architect, consultant, anyone directly
or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim,
damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate,
abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this
Section 3.1.14. The Design-Builder’s obligation to indemnify and hold the Owner, the Owner’s consultants, and agents and
employees of any of them, harmless does not include a duty to defend.
§ 3.1.14.2 In claims against any person or entity indemnified under this Section 3.1.14 by an employee of the Design-Builder, a
Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the
indemnification obligation under Section 3.1.14 shall not be limited by a limitation on amount or type of damages,
compensation, or benefits payable by or for the Design-Builder or a Subcontractor under workers’ compensation acts,
disability benefit acts, or other employee benefit acts.
§ 3.1.15 Contingent Assignment of Agreements
§ 3.1.15.1 Each agreement for a portion of the Work is assigned by the Design-Builder to the Owner, provided that
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.1
.2

assignment is effective only after termination of the Contract by the Owner for cause pursuant to Sections
14.1.4 or 14.2.2 and only for those agreements that the Owner accepts by notifying the Design-Builder and the
Architect, Consultants, and Subcontractors whose agreements are accepted for assignment; and
assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract.

When the Owner accepts the assignment of an agreement, the Owner assumes the Design-Builder’s rights and obligations
under the agreement.
§ 3.1.15.2 Upon such assignment, if the Work has been suspended for more than 30 days, the compensation under the assigned
agreement shall be equitably adjusted for increases in cost resulting from the suspension.
§ 3.1.15.3 Upon assignment to the Owner under this Section 3.1.15, the Owner may further assign the agreement to a successor
design-builder or other entity. If the Owner assigns the agreement to a successor design-builder or other entity, the Owner
shall nevertheless remain legally responsible for all of the successor design-builder’s or other entity’s obligations under the
agreement.
§ 3.1.16 Design-Builder’s Insurance and Bonds. The Design-Builder shall purchase and maintain insurance and provide bonds
as set forth in Article 11 and AIA Document A141®–2024, Standard Form of Agreement Between Owner and Design-Builder
for a Traditional Design-Build Project, Exhibit A, Insurance and Bonds.
ARTICLE 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT
§ 4.1 General
§ 4.1.1 Any information submitted by the Design-Builder, and any interim decisions made by the Owner, shall be for the
purpose of facilitating the design process and shall not modify the Owner’s Criteria unless the Owner and Design-Builder
execute a Modification.

DRAFT

§ 4.1.2 The Design-Builder shall advise and make recommendations to the Owner on proposed site use and improvements,
selection of materials, building systems, and equipment, and temporary Project facilities. The Design-Builder shall also
provide the Owner with recommendations, consistent with the Owner’s Criteria, on constructability; availability of materials
and labor; time requirements for procurement, installation, and construction; and factors related to construction cost including,
but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions.
§ 4.2 Evaluation of the Owner’s Criteria
§ 4.2.1 The Design-Builder shall visit the Project site to become generally familiar with local conditions under which the Work
is to be performed.
§ 4.2.2 The Design-Builder shall schedule and conduct meetings with the Owner and other necessary individuals or entities to
discuss and review the Owner’s Criteria as set forth in Section 1.1.
§ 4.2.3 The Design-Builder shall prepare and submit a written report to the Owner, summarizing the Design-Builder’s
evaluation of the Owner’s Criteria. The report shall also include:
.1
A description of local conditions under which the Work is to be performed, including conditions that may affect
performance of the Work;
.2
Illustrations depicting the scale and relationship of the Project components, including possible alternative
approaches to design and construction of the Project;
.3
Allocations of program functions, detailing each function and their square foot areas, and, if necessary,
recommendations to adjust the Owner’s Criteria to conform to the Owner’s program functions;
.4
Recommendations, if any, with regard to accelerated or fast-track scheduling, procurement, or phased
construction;
.5
A preliminary estimate of the Contract Sum, and, if necessary, recommendations to adjust the Owner’s Criteria
to conform to the Owner’s budget for the Work;
.6
A preliminary estimate of the compensation for Design Services to be performed after execution of the Design
Build Amendment;
.7
An evaluation of the compliance of the Owner’s Criteria with applicable laws, statutes, ordinances, codes, rules
and regulations, or lawful orders of public authorities, and, if necessary, recommendations to adjust the
Owner’s Criteria to conform with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful
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.8

.9
.10

orders of public authorities;
A Project schedule, which shall include proposed dates for (i) design milestones; (ii) receiving additional
information from, or for work to be completed by, the Owner; (iii) submission of the Design-Builder’s
Proposal; (iv) the Owner’s review and approval of Design Phase submissions; and (v) review and approval of
submissions by authorities having jurisdiction;
If necessary, recommendations to adjust the Owner’s Criteria to conform to the Owner’s schedule; and
The following:
(List additional information, if any, to be included in the Design-Builder’s written report.)

§ 4.2.4 The Owner shall review the Design-Builder’s written report and, if acceptable, provide the Design-Builder with written
consent to proceed to the development of the Preliminary Design as described in Section 4.3.
§ 4.2.5 If the Owner’s consent granted pursuant to Section 4.2.4 includes any changes to the Owner’s Criteria, then the Owner
and the Design-Builder shall execute a Modification pursuant to Article 6.

DRAFT

§ 4.3 Preliminary Design
§ 4.3.1 Upon the Owner’s issuance of a written consent to proceed under Section 4.2.4, the Design-Builder shall prepare and
submit a Preliminary Design to the Owner. The Preliminary Design shall include a report identifying any deviations from the
Owner’s Criteria, and shall include the following:
.1
Confirmation of the allocations of program functions;
.2
Site plan;
.3
Building plans, sections, and elevations;
.4
Structural system;
.5
Selections of major building systems, including but not limited to mechanical, electrical, and plumbing systems;
and
.6
Outline specifications or sufficient drawing notes describing construction materials.
The Preliminary Design may include some combination of physical study models, perspective sketches, or digital modeling.
§ 4.3.2 The Owner shall review the Preliminary Design and, if acceptable, provide the Design-Builder with written consent to
proceed to development of the Design-Builder’s Proposal. The Preliminary Design shall not modify the Owner’s Criteria
unless the Owner and Design-Builder execute a Modification.
§ 4.4 Design-Builder’s Proposal
§ 4.4.1 Upon the Owner’s issuance of a written consent to proceed under Section 4.3.2, the Design-Builder shall prepare and
submit the Design-Builder’s Proposal to the Owner with a written statement of its basis, which shall include the following:
.1
A list of the Drawings and Specifications, including all Addenda thereto;
.3
.4
.5
.6
.7

A list of the clarifications and assumptions made by the Design-Builder in the preparation of the DesignBuilder’s Proposal;
The proposed Contract Sum, including the compensation method and, if based upon the Cost of the Work plus a
Fee, a written statement of estimated cost organized by trade categories, allowances, contingencies, DesignBuilder’s Fee, and other items that comprise the Contract Sum;
The Design-Builder’s Project schedule for the Work, showing the anticipated date of Substantial Completion
upon which the Design-Builder’s Proposal is based;
A list of the Design-Builder’s key personnel, Subcontractors, and suppliers; and
A date by which the Owner must accept the Design-Builder’s Proposal.

§ 4.4.2 The Design-Builder shall meet with the Owner to review the Design-Builder’s Proposal. In the event that the Owner
discovers any inconsistencies or inaccuracies in the information presented, the Owner shall promptly notify the DesignBuilder, who shall make appropriate adjustments to the Design-Builder’s Proposal, its basis, or both.
§ 4.4.3 Submission of the Design-Builder’s Proposal shall constitute a representation by the Design-Builder that it has visited
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the site and become familiar with local conditions under which the Work is to be completed.
§ 4.5 Design-Build Amendment
§ 4.5.1 If the Owner and Design-Builder agree on the Design-Builder’s Proposal, the Owner and Design-Builder shall execute
the Design-Build Amendment setting forth the Contract Sum with the information and assumptions upon which it is based, the
Contract Time, and the terms of their agreement.
§ 4.5.2 The Design-Builder shall not incur any cost to be paid as part of the Contract Sum prior to the execution of the DesignBuild Amendment, unless the Owner provides prior written authorization for such costs.
§ 4.5.3 Any agreement to commence Early Release Work shall not waive the Owner’s right to reject the Design-Builder’s
Proposal.
ARTICLE 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT
§ 5.1 Construction Documents
§ 5.1.1 Upon the execution of the Design-Build Amendment, the Design-Builder shall prepare Construction Documents. The
Construction Documents shall establish the quality levels of materials and systems required. The Construction Documents
shall be consistent with the Design-Build Documents.
§ 5.1.2 The Design-Builder shall provide the Construction Documents to the Owner for the Owner’s information. If the Owner
discovers any deviations between the Construction Documents and the Design-Build Documents, the Owner shall promptly
notify the Design-Builder of such deviations in writing. The Construction Documents shall not modify the Design-Build
Documents unless the Owner and Design-Builder execute a Modification. The failure of the Owner to discover any such
deviations shall not relieve the Design-Builder of the obligation to perform the Work in accordance with the Design-Build
Documents.

DRAFT

§ 5.2 Construction Work
§ 5.2.1 Commencement. Except for any Early Release Work described in Section 5.2.2, the date of commencement of the
Construction Work shall be the date identified in the Design-Build Amendment.
§ 5.2.2 Early Release Work
§ 5.2.2.1 The Design-Builder shall prepare, for the Owner’s review and acceptance, a procurement proposal for Early Release
Work which includes (a) portions of the Design Services or Construction Work that will be issued for procurement and
construction in advance of the Design-Build Amendment, and (b) materials or equipment that must be procured prior to
execution of the Design-Build Amendment.
§ 5.2.2.2 If the Owner accepts the Design-Builder’s procurement proposal for Early Release Work, the Design-Builder shall
prepare, for the Owner’s review and acceptance, an authorization to proceed with Early Release Work describing the scope,
schedule for performance, compensation, payments, retainage, insurance and bonds, and other terms and conditions applicable
to procurement and performance of the Early Release Work. The Design-Builder has no obligation to commence procurement
and performance of Early Release Work until the Owner and Design-Builder execute such authorization.
§ 5.2.2.3 Following execution of the authorization, the Design-Builder shall expedite and coordinate the procurement and
performance of Early Release Work in accordance with this Agreement and such authorization. Following execution of the
Design-Build Amendment, compensation for the Early Release Work shall be included in the Contract Sum and the time for
performing the Early Release Work shall be included in the Contract Time.
§ 5.2.2.4 Early Procurement of Materials or Equipment by Owner
§ 5.2.2.4.1 If the Owner agrees to procure any materials or equipment prior to execution of the Design-Build Amendment, the
Owner shall procure the materials or equipment on terms and conditions acceptable to the Design-Builder. After execution of
the Design-Build Amendment, the Owner shall assign all contracts for these materials or equipment to the Design-Builder and
the Design-Builder shall thereafter accept responsibility for them.
§ 5.2.3 Supervision. The Design-Builder shall supervise and direct the Construction Work, using the Design-Builder’s best
skill and attention. The Design-Builder shall be solely responsible for, and have control over, construction means, methods,
techniques, sequences, and procedures, and for coordinating all portions of the Construction Work under the Contract, unless
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the Design-Build Documents provide other specific instructions concerning these matters.
§ 5.3 Submittals
§ 5.3.1 Submittals consist of Shop Drawings, Product Data, and Samples.
.1
Shop Drawings. Shop Drawings are drawings, diagrams, schedules, calculations, and other data specially
prepared for the Construction Work by the Design-Builder or a Subcontractor, Sub-subcontractor,
manufacturer, supplier, or distributor, to illustrate some portion of the Construction Work.
.2
Product Data. Product Data are illustrations, standard schedules, performance charts, instructions, brochures,
diagrams, and other information furnished by the Design-Builder to illustrate materials or equipment for some
portion of the Construction Work.
.3
Samples. Samples are physical examples that illustrate materials, equipment, or workmanship, and establish
standards by which the Construction Work will be judged.
§ 5.3.1.4 Submittals are not Design-Build Documents. Their purpose is to demonstrate how the Design-Builder proposes to
conform to the information given and the design concept expressed in the Design-Build Documents for those portions of the
Construction Work for which the Design-Build Documents require submittals. Review by the Owner is subject to the
limitations of Section 5.3.3.1. Informational submittals upon which the Owner is not expected to take responsive action may
be so identified in the Design-Build Documents. Submittals that are not required by the Design-Build Documents may be
returned by the Owner without action.

DRAFT

§ 5.3.1.5 Submittal Schedule. If the Design-Build Documents require the Design-Builder to submit Submittals to the Owner
during performance of the Construction Work, the Design-Builder, prior to submitting any submittals, and thereafter as
necessary to maintain a current submittal schedule, shall provide a submittal schedule for the Owner’s approval. The Owner’s
approval shall not be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with the DesignBuilder’s construction schedule, and (2) allow the Owner reasonable time to review submittals. If the Design-Builder fails to
submit a submittal schedule or fails to provide submittals in accordance with the approved submittal schedule, the DesignBuilder shall not be entitled to any increase in the Contract Sum or extension of Contract Time based on the time required for
review of submittals.
§ 5.3.1.6 Documents and Submittals at the Site
The Design-Builder shall make available, at the Project site, the Design-Build Documents, including Change Orders, Change
Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during
performance of the Construction Work, and the approved Submittals. These shall be in electronic form or paper copy,
available to the Owner, and delivered to the Owner upon completion of the Work as a record of the Construction Work as
constructed.
§ 5.3.2 Design-Builder’s Submittal Responsibilities
§ 5.3.2.1 The Design-Builder shall review for compliance with the Design-Build Documents, approve, and submit to the
Owner, Submittals required by the Design-Build Documents, in accordance with the submittal schedule approved by the
Owner or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no
delay in the Construction Work or in the activities of the Owner or of Separate Contractors.
§ 5.3.2.2 By submitting Submittals, the Design-Builder represents to the Owner that the Design-Builder has (1) reviewed and
approved them, (2) determined and verified materials, field measurements, and field construction criteria related thereto, or
will do so, and (3) checked and coordinated the information contained within such submittals with the requirements of the
Construction Work and of the Design-Build Documents.
§ 5.3.2.3 The Design-Builder shall perform no portion of the Construction Work for which the Design-Build Documents
require submittal and review of Submittals, until the respective submittal has been approved by the Owner.
§ 5.3.2.4 The Construction Work shall be in accordance with approved submittals except that the Design-Builder shall not be
relieved of responsibility for deviations from the requirements of the Design-Build Documents by the Owner’s approval of
Submittals, unless the Design-Builder has specifically notified the Owner of such deviation at the time of submittal and (1) the
Owner has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Change
Directive has been issued authorizing the deviation. The Design-Builder shall not be relieved of responsibility for errors or
omissions in Submittals by the Owner’s approval thereof.
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§ 5.3.2.5 The Design-Builder shall direct specific attention, in writing or on resubmitted Submittals, to revisions other than
those requested by the Owner on previous submittals. In the absence of such notice, the Owner’s approval of a resubmission
shall not apply to such revisions.
§ 5.3.3 Owner’s Submittal Responsibilities
§ 5.3.3.1 The Owner will review, approve, or take other appropriate action upon, the Design-Builder’s Submittals, but only for
the limited purpose of checking for conformance with the information and design concept expressed in the Design-Build
Documents. The Owner’s action will be taken in accordance with the submittal schedule approved by the Owner or, in the
absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time to permit adequate
review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other
details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or
systems, all of which remain the responsibility of the Design-Builder as required by the Design-Build Documents. The
Owner’s review of the Design-Builder’s Submittals shall not relieve the Design-Builder of the obligations under
Sections 3.1.3, 3.1.11, and 5.3.2. The Owner’s review shall not constitute approval of safety precautions or of any
construction means, methods, techniques, sequences, or procedures. The Owner’s approval of a specific item shall not indicate
approval of an assembly of which the item is a component.
§ 5.3.3.2 Upon review of the submittals required by the Design-Build Documents, the Owner shall notify the Design-Builder
of any non-conformance with the Design-Build Documents the Owner discovers.

Stewart Cooper Newell Architects
719 E. Second Ave.
Gastonia, NC 28054
(704) 865-6311

DRAFT

§ 5.3.3.3 The persons or entities, in addition to the Owner’s representative, who are required to review the Design-Builder’s
Submittals are as follows:
(List name, address, and other information.)

§ 5.4 Services Necessary to Support Construction Work
§ 5.4.1 The Design-Builder shall provide the services required to complete the Construction Work including services required
to carry out the Design-Builder’s responsibilities for construction means, methods, techniques, sequences, and procedures.
The Design-Builder shall perform such services in compliance with applicable law.
§ 5.4.2 If the Design-Build Documents require services, certifications, or approvals by a licensed design professional during
Construction, the drawings, calculations, specifications, certifications, Shop Drawings, and other Submittals prepared under
the Design-Build Documents shall be signed and sealed by such design professional.
§ 5.4.3 The Owner shall be entitled to rely upon the services, certifications, and approvals provided by the design professionals
under Section 5.4.2. The Owner shall provide prompt notice to the Design-Builder if the Owner observes or otherwise
becomes aware of any errors, omissions, or inconsistencies in such services or information. The Owner is not required to
ascertain that the services, certifications, and approvals performed or provided by the Design-Builder or the licensed design
professional in connection with the Construction Work are in accordance with applicable laws, statutes, ordinances, codes,
rules and regulations, or lawful orders of public authorities, but the Owner shall promptly report to the Design-Builder any
nonconformity discovered by, or made known to, the Owner.
§ 5.5 Labor and Materials
§ 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall provide and pay for labor,
materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities
and services, necessary for proper execution and completion of the Construction Work, whether temporary or permanent, and
whether or not incorporated or to be incorporated in the construction.
§ 5.5.2 When a material or system is specified in the Design-Build Documents, the Design-Builder may make substitutions
only with the consent of the Owner and in accordance with a Change Order or Change Directive.
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§ 5.5.3 The Design-Builder shall enforce strict discipline and good order among the Design-Builder’s employees and other
persons carrying out the Construction Work. The Design-Builder shall not permit employment of unfit persons or persons not
properly skilled in tasks assigned to them.
§ 5.6 Taxes
The Design-Builder shall pay sales, consumer, use and similar taxes, for the Construction Work provided by the DesignBuilder, that are legally enacted when the Design-Build Amendment is executed, whether or not yet effective or merely
scheduled to go into effect.
§ 5.7 Permits, Fees, Notices and Compliance with Laws
§ 5.7.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure and pay for the building
permit as well as any other permits, fees, licenses, and inspections by government agencies, necessary for proper execution of
the Construction Work and Substantial Completion of the Project.
§ 5.7.2 The Design-Builder shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules
and regulations, and lawful orders of public authorities, applicable to performance of the Construction Work.

DRAFT

§ 5.7.3 Concealed or Unknown Conditions. If the Design-Builder encounters conditions at the site that are (1) subsurface or
otherwise concealed physical conditions that differ materially from those indicated in the Design-Build Documents or (2)
unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally
recognized as inherent in construction activities of the character provided for in the Design-Build Documents, the DesignBuilder shall promptly provide notice to the Owner before conditions are disturbed and in no event later than 14 days after the
conditions are first observed. The Owner shall promptly investigate such conditions and, if the Owner determines that they
differ materially and cause an increase or decrease in the Design-Builder’s cost of, or time required for, performance of any
part of the Work, the Contract Sum or Contract Time, or both, shall be equitably adjusted. If the Owner determines that the
conditions at the site are not materially different from those indicated in the Design-Build Documents and that no change in
the terms of the Contract is justified, the Owner shall promptly notify the Design-Builder, stating the reasons. If the DesignBuilder disputes the Owner’s determination, the Design-Builder may submit a Claim as provided in Article 15.
§ 5.7.4 If, in the course of the Construction Work, the Design-Builder encounters human remains, or recognizes the existence
of burial markers, archaeological sites, or wetlands, not indicated in the Design-Build Documents, the Design-Builder shall
immediately suspend any operations that would affect them and shall notify the Owner. Upon receipt of such notice, the
Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The
Design-Builder shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all
other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time
arising from the existence of such remains or features may be made as provided in Article 15.
§ 5.8 Allowances
§ 5.8.1 The Design-Builder shall include in the Contract Sum all allowances stated in the Design-Build Documents. Items
covered by allowances shall be supplied for such amounts, and by such persons or entities as the Owner may direct, but the
Design-Builder shall not be required to employ persons or entities to whom the Design-Builder has reasonable objection.
§ 5.8.2 Unless otherwise provided in the Design-Build Documents,
.1
allowances shall cover the cost to the Design-Builder of materials and equipment delivered at the site and all
required taxes, less applicable trade discounts;
.2
the Design-Builder’s costs for unloading and handling at the site, labor, installation costs, overhead, profit, and
other expenses contemplated for stated allowance items, shall be included in the Contract Sum but not in the
allowances; and
.3
whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by
Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the
allowances under Section 5.8.2.1 and (2) changes in Design-Builder’s costs under Section 5.8.2.2.
§ 5.8.3 The Owner shall make selections of materials and equipment with reasonable promptness for allowances requiring
Owner selection.
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§ 5.9 Subcontracts and Other Agreements
§ 5.9.1 Those portions of the Construction Work that the Design-Builder does not customarily perform with the DesignBuilder’s own personnel shall be performed under subcontracts or other appropriate agreements with the Design-Builder. The
Owner may designate specific persons from whom, or entities from which, the Design-Builder shall obtain bids. In
compliance with North Carolina’s bidding laws, the Design-Builder shall obtain bids from subcontractors, and from suppliers
of materials or equipment fabricated especially for the Construction Work, who are qualified to perform that portion of the
Construction Work in accordance with the requirements of the Design-Build Documents. The Design-Builder shall deliver
such bids to the Owner with an indication as to which bids the Design-Builder intends to accept. The Owner then has the right
to review the Design-Builder’s list of proposed subcontractors and suppliers and, subject to Section 5.9.1.1, to object to any
subcontractor or supplier. Any approval or objection by the Owner shall not relieve the Design-Builder of its responsibility to
perform the Construction Work in accordance with the Design-Build Documents. The Design-Builder shall not be required to
contract with anyone to whom the Design-Builder has reasonable objection.
§ 5.9.1.1 When a specific subcontractor or supplier (1) is recommended to the Owner by the Design-Builder; (2) is qualified to
perform that portion of the Construction Work; and (3) has submitted a bid that conforms to the requirements of the DesignBuild Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the DesignBuilder may require that a Change Order be issued to adjust the Contract Sum by the difference between the bid of the person
or entity recommended to the Owner by the Design-Builder and the amount of the subcontract or other agreement actually
signed with the person or entity designated by the Owner.
§ 5.9.2 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement and shall not
be awarded on the basis of cost plus a fee without the Owner’s prior written approval. If a subcontract is awarded on the basis
of cost plus a fee, the Design-Builder shall provide in the Subcontract for the Owner to receive the same audit rights with
regard to the Subcontractor as the Owner receives with regard to the Design-Builder in Article 9.

DRAFT

§ 5.10 Use of Site
The Design-Builder shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules
and regulations, lawful orders of public authorities, and the Design-Build Documents, and shall not unreasonably encumber
the site with materials or equipment.
§ 5.11 Cutting and Patching
The Design-Builder shall not cut, patch, or otherwise alter fully or partially completed construction by the Owner or a
Separate Contractor except with written consent of the Owner and Separate Contractor. Consent shall not be unreasonably
withheld. The Design-Builder shall not unreasonably withhold, from the Owner or Separate Contractor, its consent to cutting
or otherwise altering the Construction Work.
§ 5.12 Cleaning Up
§ 5.12.1 The Design-Builder shall keep the premises and surrounding area free from accumulation of waste materials and
rubbish caused by operations under the Contract. At completion of the Construction Work, the Design-Builder shall remove
waste materials, rubbish, the Design-Builder’s tools, construction equipment, machinery and surplus materials from and about
the Project.
§ 5.12.2 If the Design-Builder fails to clean up as provided in the Design-Build Documents, the Owner may do so and the
Owner shall be entitled to reimbursement from the Design-Builder.
§ 5.13 Access to Construction Work
The Design-Builder shall provide the Owner and its Separate Contractors and consultants with access to the Construction
Work in preparation and progress wherever located. The Design-Builder shall notify the Owner regarding Project safety
criteria and programs, which the Owner, and its Separate Contractors and consultants, shall comply with while at the site.
§ 5.14 Construction Work by Owner or by Separate Contractors
§ 5.14.1 Owner’s Right to Perform Construction and to Award Separate Contracts
§ 5.14.1.1 The term “Separate Contractor(s)” shall mean contractors retained by the Owner under separate agreements. The
Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and with
Separate Contractors retained under provisions substantially similar to those of this Agreement. The Owner will identify in the
Design-Build Amendment the extent of construction or operations related to the Project that will be performed by Separate
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Contractors, and will notify the Design-Builder promptly after execution of any agreement with a Separate Contractor.
§ 5.14.1.2 The Owner shall coordinate the activities of the Owner’s own forces, and of each Separate Contractor, with the
Construction Work of the Design-Builder, who shall cooperate with them. The Design-Builder shall participate in a joint
review of the construction schedules of the Owner and any Separate Contractors and after mutual agreement the DesignBuilder shall revise its construction schedule. The construction schedules shall then constitute the schedules to be used by the
Design-Builder, Separate Contractors, and the Owner until subsequently revised.
§ 5.14.1.3 Unless otherwise provided in the Design-Build Documents, when the Owner performs construction or operations
related to the Project with the Owner’s own forces or with Separate Contractors, the Owner or its Separate Contractors shall
have the same obligations and rights that the Design-Builder has under the Contract.
§ 5.15 Owner’s Right to Clean Up
If a dispute arises among the Design-Builder, Separate Contractors, and the Owner as to the responsibility under their
respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may
clean up and will allocate the cost among those responsible.
§ 5.16 Mutual Responsibility
§ 5.16.1 The Design-Builder shall afford the Owner and Separate Contractors reasonable opportunity for introduction and
storage of their materials and equipment and performance of their activities, and shall connect and coordinate the DesignBuilder’s construction and operations with theirs as required by the Design-Build Documents.

DRAFT

§ 5.16.2 If part of the Design-Builder’s Construction Work depends for proper execution or results upon construction or
operations by the Owner or a Separate Contractor, the Design-Builder shall, prior to proceeding with that portion of the
Construction Work, promptly notify the Owner of apparent discrepancies or defects in the construction or operations by the
Owner or Separate Contractor that would render it unsuitable for proper execution and results of the Design-Builder’s
Construction Work. Failure of the Design-Builder to notify the Owner of apparent discrepancies or defects prior to proceeding
with the Construction Work shall constitute an acknowledgment that the Owner’s or Separate Contractor’s completed or
partially completed construction or operations is fit and proper to receive the Design-Builder’s Construction Work. The
Design-Builder shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate
Contractor that are not apparent.
§ 5.16.3 The Design-Builder shall reimburse the Owner for costs the Owner incurs that are payable to a Separate Contractor
because of the Design-Builder’s delays, improperly timed activities, or defective Construction Work. The Owner shall be
responsible to the Design-Builder for costs the Design-Builder incurs because of a Separate Contractor’s delays, improperly
timed activities, damage to the Construction Work or defective Construction Work.
§ 5.16.4 The Design-Builder shall promptly remedy damage that the Design-Builder causes to completed or partially
completed Construction Work or to property of the Owner or Separate Contractors as provided in Section 10.2.5.
§ 5.16.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching the
Construction Work as the Design-Builder has with respect to the Construction Work of the Owner or Separate Contractors in
Section 5.11.
§ 5.16.5.1 The Owner shall be responsible for failures by its Separate Contractors to comply with the obligations in this
Agreement.
ARTICLE 6 CHANGES IN THE WORK
§ 6.1 General
§ 6.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by
Change Order or Change Directive, subject to the limitations stated in this Article 6 and elsewhere in the Design-Build
Documents.
§ 6.1.2 A Change Order shall be based upon agreement between the Owner and Design-Builder. The Owner may issue a
Change Directive without agreement by the Design-Builder.
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§ 6.1.3 Changes in the Work shall be performed under applicable provisions of the Design-Build Documents. The DesignBuilder shall proceed promptly with changes in the Work, unless otherwise provided in the Change Order or Change
Directive.
§ 6.2 Change Orders
A Change Order is a written instrument signed by the Owner and Design-Builder stating their agreement upon all of the
following:
.1
The change in the Work;
.2
The amount of the adjustment, if any, in the Contract Sum or, if prior to execution of the Design-Build
Amendment, the adjustment in the Design-Builder’s compensation; and
.3
The extent of the adjustment, if any, in the Contract Time.
§ 6.3 Change Directives
§ 6.3.1 A Change Directive is a written order signed by the Owner directing a change in the Work prior to agreement on
adjustment, if any, in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the
Design-Builder’s compensation, Contract Time, or both. The Owner may by Change Directive, without invalidating the
Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other
revisions. The Contract Sum or, if prior to execution of the Design-Build Amendment, the Design-Builder’s compensation, or
Contract Time, or both, shall be adjusted accordingly.
§ 6.3.2 A Change Directive shall be used in the absence of total agreement on the terms of a Change Order.

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§ 6.3.3 If the Change Directive provides for an adjustment to the Contract Sum or, if prior to execution of the Design-Build
Amendment, an adjustment in the Design-Builder’s compensation, the adjustment shall be based on one of the following
methods:
.1
Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit
evaluation;
.2
Unit prices stated in the Design-Build Documents or subsequently agreed upon;
.3
Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee.
The Design-Builder shall keep and present, in such form as the Owner may prescribe, an itemized accounting
together with appropriate supporting data; or
.4
As provided in Section 6.3.4.
§ 6.3.4 If the Design-Builder does not respond promptly or disagrees with the method for adjustment in the Contract Sum or, if
prior to execution of the Design-Build Amendment, the method for adjustment in the Design-Builder’s compensation, the
Owner shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the Work
attributable to the change, including, in case of an increase, an amount for overhead and profit as set forth in this Agreement,
or if no such amount is set forth in this Agreement, a reasonable amount. In such case, the Design-Builder shall keep and
present, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless
otherwise provided in the Design-Build Documents, costs for the purposes of this Section 6.3.4 shall be limited to the
following:
.1
Additional costs of professional services;
.2
Costs of labor, applicable payroll taxes, fringe benefits required by agreement or custom, workers’
compensation insurance, and other employee costs approved by the Owner;
.3
Costs of materials, supplies, and equipment, including cost of transportation, whether incorporated or
consumed;
.4
Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Design-Builder or
others;
.5
Costs of premiums for all bonds and insurance, permit fees, and sales, use, or similar taxes, directly related to
the change; and
.6
Costs of supervision and field office personnel directly attributable to the change.
§ 6.3.5 Upon receipt of a Change Directive, the Design-Builder shall promptly proceed with the change in the Work involved
and advise the Owner of the Design-Builder’s agreement or disagreement with the method, if any, provided in the Change
Directive for determining the proposed adjustment in the Contract Sum or, if prior to execution of the Design-Build
Amendment, the adjustment in the Design-Builder’s compensation, or Contract Time.
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§ 6.3.6 A Change Directive signed by the Design-Builder prior to execution of the Design-Build Amendment indicates the
Design-Builder’s agreement therewith, including adjustment in compensation and schedule, or the method for determining
them. A Change Directive signed by the Design-Builder after the execution of the Design-Build Amendment indicates the
Design-Builder’s agreement therewith, including adjustment in Contract Sum and Contract Time, or the method for
determining them. Any such agreement shall be effective immediately and shall be recorded as a Change Order.
§ 6.3.7 If the Design-Builder disagrees with the adjustment in Contract Time, the Design-Builder may make a Claim in
accordance with the applicable provisions of Article 15.
§ 6.3.8 The amount of credit to be allowed by the Design-Builder to the Owner for a deletion or change that results in a net
decrease in the Contract Sum or, if prior to execution of the Design-Build Amendment, in the Design-Builder’s compensation,
shall be actual net cost. When both additions and credits covering related Work or substitutions are involved in a change, the
allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change.
§ 6.3.9 Pending final determination of the total cost of a Change Directive to the Owner, the Design-Builder may request
payment for Work completed under the Change Directive in Applications for Payment. The Owner will make an interim
determination for purposes of certification for payment for those costs deemed to be reasonably justified. The Owner’s interim
determination of cost shall adjust the Contract Sum or, if prior to execution of the Design-Build Amendment, the DesignBuilder’s compensation, on the same basis as a Change Order, subject to the right of Design-Builder to disagree and assert a
Claim in accordance with Article 15.
§ 6.3.10 When the Owner and Design-Builder agree with a determination concerning the adjustments in the Contract Sum or,
if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder’s compensation and Contract
Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Owner and
Design-Builder shall execute a Change Order. Change Orders may be issued for all or any part of a Change Directive.

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ARTICLE 7 OWNER’S RESPONSIBILITIES
§ 7.1 General
§ 7.1.1 The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect
to matters requiring the Owner’s approval or authorization.
§ 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the Design-Builder’s schedule. The
Owner shall furnish to the Design-Builder, within 15 days after receipt of a written request, information necessary and
relevant for the Design-Builder to evaluate, give notice of, or enforce mechanic’s lien rights. Such information shall include a
correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the
Owner’s interest therein.
§ 7.1.3 The Owner shall furnish and coordinate the services of the Owner’s consultants and Separate Contractors with those
services provided by the Design-Builder. Upon the Design-Builder’s request, the Owner shall furnish copies of the scope of
services in the contracts between the Owner and the Owner’s consultants or Separate Contractors. The Owner shall require
that its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to the services
or work provided.
§ 7.1.4 The Owner shall furnish the services of consultants required by a material change in the Owner’s Criteria or authorize
the Design-Builder to furnish them pursuant to a Change Order or Change Directive.
§ 7.1.5 If the Owner identifies a Sustainable Objective, the Owner shall fulfill its responsibilities as required in AIA Document
A141–2024 Exhibit C, attached to this Agreement.
§ 7.1.6 Except as otherwise provided in the Design-Build Documents or when direct communications have been specially
authorized, the Owner shall communicate through the Design-Builder with persons or entities employed or retained by the
Design-Builder, including the Architect and Subcontractors.
§ 7.1.7 The Owner shall purchase and maintain insurance as set forth in Article 11 and AIA Document A141–2024 Exhibit A.
§ 7.1.8 Visits to the site by the Owner shall not be construed to create an obligation on the part of the Owner to make on-site
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inspections to check the quality or quantity of the Work. The Owner shall not have control over, charge of, or responsibility
for the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in
connection with the Work.
§ 7.1.9 The Owner shall not be responsible for the Design-Builder’s failure to perform the Work in accordance with the
requirements of the Design-Build Documents. The Owner shall not have control over or charge of, and will not be responsible
for, acts or omissions of the Design-Builder, Architect, Consultants, Subcontractors, or their agents or employees, or any other
persons or entities performing portions of the Work.
§ 7.1.10 The Owner may reject Work that does not conform to the Design-Build Documents. The Owner may require
inspection or testing of the Construction Work in accordance with Section 16.5.2, whether or not the Construction Work is
fabricated, installed, or completed. However, neither this authority of the Owner nor a decision made in good faith either to
exercise or not to exercise such authority shall give rise to a duty or responsibility of the Owner to the Design-Builder.
§ 7.1.11 The Owner shall determine the date or dates of Substantial Completion in accordance with Section 9.8 and the date of
final completion in accordance with Section 9.10.
§ 7.1.12 The Owner acknowledges that accelerated or fast-track design and construction, or phased construction, provides a
benefit, but also carries with it associated risks. Such risks include the Owner incurring costs for the Design-Builder to
coordinate and redesign portions of the Project affected by procuring or installing elements of the Project prior to the
completion of all relevant Design-Build Documents, and costs for the Design-Builder to remove and replace previously
installed Construction Work. If the Owner approves accelerated or fast-track design and construction, or phased construction,
the Owner agrees to include in the budget for the Work sufficient contingencies to cover such costs.

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§ 7.2 Information and Services Required of the Owner
§ 7.2.1 The Owner shall furnish information or services required of the Owner by the Design-Build Documents with
reasonable promptness.
§ 7.2.2 The Owner shall provide, to the extent under the Owner’s control and if not required by the Design-Build Documents
to be provided by the Design-Builder, the results and reports of prior tests, inspections, or investigations conducted for the
Project involving structural or mechanical systems; chemical, air and water pollution; hazardous materials; or environmental
and subsurface conditions and information regarding the presence of pollutants at the Project site.
§ 7.2.3 The Owner shall promptly obtain easements, zoning variances, and legal authorizations or entitlements regarding site
utilization where essential to the execution of the Project.
§ 7.2.4 The Owner shall cooperate with the Design-Builder in securing building and other permits, licenses, and inspections.
§ 7.2.5 The services, information, surveys, and reports required to be provided by the Owner under this Agreement, shall be
furnished at the Owner’s expense. Except as otherwise specifically provided in this Agreement or elsewhere in the DesignBuild Documents or to the extent the Owner advises the Design-Builder to the contrary in writing, the Design-Builder shall be
entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of, services, information,
surveys, and reports furnished by the Owner.
§ 7.2.6 If the Owner observes or otherwise becomes aware of a fault or defect in the Work or non-conformity with the DesignBuild Documents, the Owner shall give prompt notice thereof to the Design-Builder.
§ 7.2.7 Evidence of the Owner’s Financial Arrangements
§ 7.2.7.1 Prior to execution of the Design-Build Amendment, the Design-Builder may request that the Owner furnish
reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract.
§ 7.2.7.2 Following the execution of the Design-Build Amendment and upon written request by the Design-Builder, the Owner
shall furnish to the Design-Builder reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s
obligations under the Contract only if (1) the Owner fails to make payments to the Design-Builder as the Design-Build
Documents require; (2) the Design-Builder identifies in writing a reasonable concern regarding the Owner’s ability to make
payment when due; or (3) a change in the Work materially changes the Contract Sum. If the Owner fails to provide such
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evidence, as required, within fourteen days of the Design-Builder’s request, the Design-Builder may immediately stop the
Work and, in that event, shall notify the Owner that the Work has stopped. However, if the request is made because a change
in the Work materially changes the Contract Sum under (3) above, the Design-Builder may immediately stop only that portion
of the Work affected by the change until reasonable evidence is provided. If the Work is stopped under this Section 7.2.7, the
Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Design-Builder’s
reasonable costs of shutdown, delay and start-up, plus interest as provided in the Design-Build Documents.
§ 7.2.7.3 After the Owner furnishes evidence of financial arrangements under this Section 7.2.7, the Owner shall not materially
vary such financial arrangements without prior notice to the Design-Builder.
§ 7.2.7.4 Where the Owner has designated information furnished under this Section 7.2.7 as “confidential,” the Design-Builder
shall keep the information confidential as set forth in Article 16.
§ 7.2.8 Unless required by the Design-Build Documents to be provided by the Design-Builder, the Owner shall furnish the
services of geotechnical engineers or other consultants when such services are reasonably necessary to properly carry out the
Design Services furnished by the Design-Builder. Such services may include, but are not limited to, test borings, test pits,
determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity
tests, and necessary operations for anticipating subsoil conditions. The services of geotechnical engineer(s) or other
consultants shall include preparation and submission of all appropriate reports and professional recommendations.

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§ 7.2.9 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site
of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades
and lines of streets, alleys, pavements, and adjoining property and structures; designated wetlands; adjacent drainage; rightsof-way, restrictions, easements, encroachments, zoning or deed restrictions, and boundaries and contours of the site; locations,
dimensions, and other necessary data with respect to existing buildings, other improvements and trees; and information
concerning available utility services and lines, both public and private, above and below grade, including inverts and depths.
All the information on the survey shall be referenced to a Project benchmark.
§ 7.2.10 Unless required by the Design-Build Documents to be provided by the Design-Builder, the Owner shall, upon request
from the Design-Builder, furnish the services of other consultants when such services are reasonably necessary to properly
carry out the Design Services furnished by the Design-Builder. In such event, the Design-Builder shall identify the services
required.
§ 7.2.11 The Owner shall furnish all legal, insurance, and accounting services, including auditing services, that may be
reasonably necessary at any time for the Project to meet the Owner’s needs and interests.
§ 7.3 Owner’s Right to Stop Construction Work
If the Design-Builder fails to correct Construction Work which is not in accordance with the requirements of the Design-Build
Documents as required by Section 12.2 or persistently fails to carry out Construction Work in accordance with the DesignBuild Documents, the Owner may issue a written order to the Design-Builder to stop the Construction Work, or any portion
thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Construction Work
shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Design-Builder or any other
person or entity, except to the extent required by Section 5.14.1.2.
§ 7.4 Owner’s Right to Carry Out the Construction Work
If the Design-Builder defaults or neglects to carry out the Construction Work in accordance with the Design-Build Documents
and fails within a ten-day period after receipt of notice from the Owner to commence and continue correction of such default
or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct
such default or neglect. The Owner may, pursuant to Section 9.5.1, withhold or nullify a Certificate for Payment in whole or
in part, to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies. If
current and future payments are not sufficient to cover such amounts, the Design-Builder shall pay the difference to the
Owner. If the Design-Builder disagrees with the actions of the Owner, or the amounts claimed as costs to the Owner, the
Design-Builder may file a claim pursuant to Article 15.

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ARTICLE 8 TIME
§ 8.1 Progress and Completion
§ 8.1.1 Time limits stated in the Design-Build Documents are of the essence of the Contract. By executing the Design-Build
Amendment, the Design-Builder confirms that the Contract Time is a reasonable period for performing the Work.
§ 8.1.2 The Design-Builder shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within
the Contract Time.
§ 8.2 Delays and Extensions of Time
§ 8.2.1 If the Design-Builder is delayed at any time in the commencement or progress of the Work by (1) an act or neglect of
the Owner or consultant, or of a Separate Contractor; (2) changes ordered in the Work; (3) labor disputes, fire, unusual delay
in deliveries, unavoidable casualties, adverse weather conditions documented in accordance with Section 15.1.6.2, unusual
delays by public authorities related to permits, licenses, and inspections, or other causes beyond the Design-Builder’s control;
(4) delay authorized by the Owner pending mediation and binding dispute resolution; or (5) other causes that the Owner
determines justify delay, then the Contract Time shall be extended for such reasonable time as the Owner may determine.
§ 8.2.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15.
§ 8.2.3 This Section 8.2 does not preclude recovery of damages for delay by either party under other provisions of the DesignBuild Documents.
ARTICLE 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION
§ 9.1 Contract Sum
The Contract Sum is stated in the Design-Build Amendment.

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§ 9.1.1 If unit prices are stated in the Design-Build Amendment or subsequently agreed upon, and if quantities set forth in the
Design-Build Amendment are materially changed in a proposed Change Order or Change Directive, the applicable unit prices
shall be equitably adjusted.
§ 9.2 Schedule of Values or Control Estimate
Where the Contract Sum is based on a stipulated sum or Guaranteed Maximum Price, the Design-Builder shall submit a
schedule of values to the Owner prior to the first Application for Payment after execution of the Design-Build Amendment,
allocating the entire Contract Sum to the various portions of the Work. The schedule of values shall be prepared in the form,
and supported by the data to substantiate its accuracy, required by the Owner. This schedule, unless objected to by the Owner,
shall be used as a basis for reviewing the Design-Builder’s Applications for Payment. Any changes to the schedule of values
shall be submitted to the Owner and supported by such data to substantiate its accuracy as the Owner may require, and unless
objected to by the Owner, shall be used as a basis for reviewing the Design-Builder’s subsequent Applications for Payment.
§ 9.2.1 Where the Contract Sum is the Cost of the Work plus the Design-Builder’s Fee without a Guaranteed Maximum Price,
the Design-Builder shall prepare and submit to the Owner a Control Estimate within 14 days of executing this Agreement. The
Control Estimate shall include the estimated Cost of the Work plus the Design-Builder’s Fee.
§ 9.2.2 The Control Estimate shall include:
.1
The documents enumerated in Article 17, including all Modifications thereto;
.2
A list of the assumptions made by the Design-Builder in the preparation of the Control Estimate to supplement
the information provided by the Owner and contained in the Design-Build Documents;
.3
A statement of the estimated Cost of the Work organized by trade categories or systems and the DesignBuilder’s Fee;
.4
A project schedule upon which the Control Estimate is based, indicating proposed architects, subcontractors,
and consultants, activity sequences and durations, milestone dates for receipt and approval of pertinent
information, schedule of shop drawings and samples, procurement and delivery of materials or equipment, the
Owner’s occupancy requirements, and the date of Substantial Completion; and
.5
A list of any contingency amounts included in the Control Estimate for further development of design and
construction.

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§ 9.2.3 When the Control Estimate is acceptable to the Owner, the Owner shall acknowledge it in writing. The Owner’s
acceptance of the Control Estimate does not imply that the Control Estimate constitutes a Guaranteed Maximum Price.
§ 9.2.4 The Design-Builder shall develop and implement a detailed system of cost control that will provide the Owner with
timely information as to the anticipated total Cost of the Work. The cost control system shall compare the Control Estimate
with the actual cost for activities in progress and estimates for uncompleted tasks and proposed changes. This information
shall be reported to the Owner, in writing, no later than the Design-Builder’s first Application for Payment and shall be
revised and submitted with each Application for Payment.
§ 9.2.5 The Owner shall authorize the Design-Builder to prepare revisions to the Design-Build Documents that incorporate the
agreed-upon assumptions contained in the Control Estimate. Based upon the Owner’s authorization, the Design-Builder shall
revise the Design-Build Documents to incorporate the agreed-upon assumptions contained in the Control Estimate.
§ 9.3 Applications for Payment
§ 9.3.1 At least ten days before the date established for each progress payment, the Design-Builder shall submit to the Owner
an itemized Application for Payment for completed portions of the Work. The Application for Payment shall be notarized, if
required, and supported by all data substantiating the Design-Builder’s right to payment that the Owner requires, such as
copies of requisitions, and releases and waiver of liens from the Architect, Consultants, Subcontractors, and suppliers, and
shall reflect retainage if provided for in the Design-Build Documents.
§ 9.3.1.1 As provided in Section 6.3.9, Applications for Payment may include requests for payment on account of changes in
the Work that have been properly authorized by Change Directives, or by interim determinations of the Owner, but not yet
included in Change Orders. As provided in Section 2.1, compensation for Work prior to execution of the Design-Build
Amendment may include payment on account of changes in the Work that have been properly authorized by Change
Directives, or by interim determinations of the Owner, but not yet included in Change Orders.

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§ 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the DesignBuilder does not intend to pay the Architect, a Consultant, a Subcontractor, or a supplier, unless such Work has been
performed by others whom the Design-Builder intends to pay.
§ 9.3.2 Unless otherwise provided in the Design-Build Documents, payments shall be made for services provided as well as
materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in
advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location
agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance
by the Design-Builder with procedures satisfactory to the Owner to establish the Owner’s title to such materials and
equipment or otherwise protect the Owner’s interest, and shall include the costs of applicable insurance, storage, and
transportation to the site, for such materials and equipment stored off the site.
§ 9.3.3 The Design-Builder warrants that title to all Work, other than Instruments of Service, covered by an Application for
Payment will pass to the Owner no later than the time of payment. The Design-Builder further warrants that, upon submittal of
an Application for Payment, all Work for which Certificates for Payment have been previously issued and payments received
from the Owner shall, to the best of the Design-Builder’s knowledge, information, and belief, be free and clear of liens,
claims, security interests, or encumbrances, in favor of the Design-Builder, Architect, Consultants, Subcontractors, suppliers,
or any other persons or entities that provided labor, materials, and equipment relating to the Work.
§ 9.4 Certificates for Payment
The Owner shall, within seven days after receipt of the Design-Builder’s Application for Payment, either (1) issue to the
Design-Builder a Certificate for Payment in the full amount of the Application for Payment; (2) issue to the Design-Builder a
Certificate for Payment for such amount the Owner determines is properly due, and notify the Design-Builder of the Owner’s
reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Application
for Payment, and notify the Design-Builder of the Owner’s reason for withholding certification in whole as provided in
Section 9.5.1.
§ 9.5 Decisions to Withhold Certification
§ 9.5.1 The Owner may withhold a Certificate for Payment in whole or in part to the extent reasonably necessary to protect the
Owner due to the Owner’s determination that the Work has not progressed to the point indicated in the Design-Builder’s
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Application for Payment, or the quality of the Work is not in accordance with the Design-Build Documents. If the Owner is
unable to certify payment in the amount of the Application for Payment, the Owner will notify the Design-Builder as provided
in Section 9.4. If the Design-Builder and Owner cannot agree on a revised amount, the Owner will promptly issue a
Certificate for Payment for the amount that the Owner deems to be due and owing. The Owner may also withhold a Certificate
for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment
previously issued to such extent as may be necessary to protect the Owner from loss for which the Design-Builder is
responsible because of
.1
Failure to perform Work in accordance with the Design-Build Documents;
.2
Third-party claims filed or reasonable evidence indicating probable filing of such claims, unless security
acceptable to the Owner is provided by the Design-Builder;
.3
Failure of the Design-Builder to make payments properly to the Architect, Consultants, Subcontractors,
suppliers, or others, for services, labor, materials, or equipment;
.4
Reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;
.5
Damage to the Owner or a Separate Contractor; or
.6
Reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance
would not be adequate to cover actual or liquidated damages for the anticipated delay.
§ 9.5.2 If the Design-Builder disputes the Owner’s decision regarding a Certificate for Payment under Section 9.5.1, in whole
or in part, the Design-Builder may submit a Claim in accordance with Article 15.
§ 9.5.3 When the above reasons for withholding certification are removed, the Owner shall certify amounts previously
withheld.

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§ 9.5.4 If the Owner withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint
checks to the Design-Builder and to any other persons or entities providing Work for the Design-Builder to whom the DesignBuilder failed to make payment for Work properly performed or material or equipment suitably delivered.
§ 9.6 Progress Payments
§ 9.6.1 After the Owner has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time
provided in the Design-Build Documents.
§ 9.6.2 In taking action on the Design-Builder’s Applications for Payment, the Owner shall be entitled to rely on the accuracy
and completeness of the information furnished by the Design-Builder, and such action shall not be deemed to be a
representation that (1) the Owner has made a detailed examination, audit, or arithmetic verification, of the documentation
submitted in accordance with Section 9.3.1 or other supporting data; (2) that the Owner has made exhaustive or continuous
on-site inspections; or (3) that the Owner has made examinations to ascertain how or for what purposes the Design-Builder
has used amounts previously paid on account of the Contract. Such examinations, audits, and verifications, if required by the
Owner, will be performed by the Owner’s auditors acting in the sole interest of the Owner.
§ 9.6.3 The Design-Builder shall pay each person or entity providing Work for the Design-Builder, no later than seven days
after receipt of payment from the Owner. Payment shall be the amount to which the person or entity providing Work for the
Design-Builder is entitled, reflecting percentages actually retained from payments to the Design-Builder on account of the
portion of the Work performed by the person or entity. The Design-Builder shall, by appropriate agreement with each person
or entity providing Work for the Design-Builder, require each person or entity providing Work for the Design-Builder to make
payments to subconsultants and subcontractors in a similar manner.
§ 9.6.4 The Owner will, on request and if practicable, furnish to the person or entity providing Work for the Design-Builder,
information regarding percentages of completion or amounts applied for by the Design-Builder and action taken thereon by
the Owner on account of portions of the Work done by such person or entity providing Work for the Design-Builder.
§ 9.6.5 The Owner has the right to request written evidence from the Design-Builder that the Design-Builder has properly paid
any other persons or entities providing Work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the
Work. If the Design-Builder fails to furnish such evidence within seven days, the Owner shall have the right to contact the
other person or entity providing Work for the Design-Builder to ascertain whether they have been properly paid. The Owner
shall have no obligation to pay, or to see to the payment of money to any other person or entity providing services or Work for
the Design-Builder, except as may otherwise be required by law.
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§ 9.6.6 The Design-Builder’s payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.3, 9.6.4
and 9.6.5.
§ 9.6.6.1 Except with the Owner’s prior written approval, the Design-Builder shall not make advance payments to suppliers for
materials or equipment.
§ 9.6.7 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall
not constitute acceptance of Work not in accordance with the Design-Build Documents.
§ 9.6.8 Unless the Design-Builder provides the Owner with a payment bond in the full penal sum of the Contract Sum,
payments received by the Design-Builder for Work properly performed by the Architect, Consultants, Subcontractors, and
other persons or entities providing Work for the Design-Builder, shall be held by the Design-Builder for the Architect and
those Consultants, Subcontractors, or other persons or entities. Nothing contained herein shall require money to be placed in a
separate account and not commingled with money of the Design-Builder, create any fiduciary liability or tort liability on the
part of the Design-Builder for breach of trust, or entitle any person or entity to an award of punitive damages against the
Design-Builder for breach of the requirements of this provision.
§ 9.6.9 Provided the Owner has fulfilled its payment obligations under the Design-Build Documents, the Design-Builder shall
defend and indemnify the Owner from all loss, liability, damage or expense, including reasonable attorney’s fees and litigation
expenses, arising out of any lien claim or other claim for payment by any Architect, Consultant, Subcontractor, or any other
person or entity providing Work for the Design-Builder. Upon receipt of notice of a lien claim or other claim for payment, the
Owner shall notify the Design-Builder. If approved by the applicable court, when required, the Design-Builder may substitute
a surety bond for the property against which the lien or other claim for payment has been asserted.

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§ 9.6.10 The Owner and Design-Builder shall agree upon (1) a mutually acceptable procedure for review and approval of
payments to the Architect, Consultants, and Subcontractors, and (2) the percentage of retainage held on agreements with the
Architect, Consultants, and Subcontractors, and the Design-Builder shall execute subcontracts in accordance with those
agreements.
§ 9.7 Failure of Payment
If, through no fault of the Design-Builder, the Owner fails to issue a Certificate for Payment or make payment of the certified
amount within the time required by the Design-Build Documents, then the Design-Builder may, upon seven additional days’
notice to the Owner, stop the Work until payment of the amount owing has been received. The Contract Time shall be
extended appropriately and the Contract Sum shall be increased by the amount of the Design-Builder’s reasonable costs of
shutdown, delay, and start-up, plus interest as provided for in the Design-Build Documents.
§ 9.8 Substantial Completion
§ 9.8.1 Substantial Completion is the stage in the progress of the Construction Work when the Construction Work or
designated portion thereof is sufficiently complete in accordance with the Design-Build Documents so that the Owner can
occupy or utilize the Construction Work for its intended use. The date of Substantial Completion is the date certified by the
Owner in accordance with this Section 9.8.
§ 9.8.2 When the Design-Builder considers that the Construction Work, or a portion thereof which the Owner agrees to accept
separately, is substantially complete, the Design-Builder shall prepare and submit to the Owner a comprehensive list of items
to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of
the Design-Builder to complete all Work in accordance with the Design-Build Documents.
§ 9.8.3 Upon receipt of the Design-Builder’s list, the Owner shall make an inspection to determine whether the Construction
Work or designated portion thereof is substantially complete. If the Owner’s inspection discloses any item, whether or not
included on the Design-Builder’s list, which is not sufficiently complete in accordance with the Design-Build Documents so
that the Owner can occupy or utilize the Construction Work or designated portion thereof for its intended use, the DesignBuilder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by
the Owner. In such case, the Design-Builder shall then submit a request for another inspection by the Owner to determine
Substantial Completion.
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§ 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, the Owner and Design-Builder shall
discuss and then determine the parties’ obligations to obtain and maintain property insurance following issuance of the
Certificate of Substantial Completion.
§ 9.8.5 When the Construction Work or designated portion thereof is substantially complete, the Design-Builder will prepare
for the Owner’s signature a Certificate of Substantial Completion that shall, upon the Owner’s signature, establish the date of
Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities,
damage to the Construction Work, and insurance; and fix the time within which the Design-Builder shall finish all items on
the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on the date of
Substantial Completion of the Construction Work or designated portion thereof unless otherwise provided in the Certificate of
Substantial Completion.
§ 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder to the Owner for written
acceptance of responsibilities assigned to it in the Certificate. Upon the Owner’s acceptance, and consent of surety if any, the
Owner shall make payment of retainage applying to the Work or designated portion thereof. Payment shall be adjusted for
Construction Work that is incomplete or not in accordance with the requirements of the Design-Build Documents.

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§ 9.9 Partial Occupancy or Use
§ 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Construction Work at any stage
when such portion is designated by separate agreement with the Design-Builder, provided such occupancy or use is consented
to, by endorsement or otherwise, by the insurer providing property insurance and authorized by authorities having jurisdiction
over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided
the Owner and Design-Builder have accepted in writing the responsibilities assigned to each of them for payments, retainage,
if any, security, maintenance, heat, utilities, damage to the Construction Work, and insurance, and have agreed in writing
concerning the period for correction of the Work and commencement of warranties required by the Design-Build Documents.
When the Design-Builder considers a portion substantially complete, the Design-Builder shall prepare and submit a list to the
Owner as provided under Section 9.8.2. Consent of the Design-Builder to partial occupancy or use shall not be unreasonably
withheld. The stage of the progress of the Construction Work shall be determined by written agreement between the Owner
and Design-Builder.
§ 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly inspect the area to be
occupied, or portion of the Construction Work to be used, in order to determine and record the condition of the Construction
Work.
§ 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Construction Work shall not
constitute acceptance of Construction Work not complying with the requirements of the Design-Build Documents.
§ 9.10 Final Completion and Final Payment
§ 9.10.1 Upon receipt of the Design-Builder’s notice that the Construction Work is ready for final inspection and acceptance,
and upon receipt of a final Application for Payment, the Owner will promptly make such inspection. When the Owner finds
the Construction Work acceptable under the Design-Build Documents and the Contract fully performed, the Owner will,
subject to Section 9.10.2 and 9.10.3, promptly issue a final Certificate for Payment.
§ 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Design-Builder submits to the
Owner (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the
Construction Work, for which the Owner or the Owner’s property might be responsible or encumbered, (less amounts
withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the DesignBuild Documents to remain in force after final payment is currently in effect, (3) a written statement that the Design-Builder
knows of no reason that the insurance will not be renewable to cover the period required by the Design-Build Documents, (4)
consent of surety, if any, to final payment, (5) an as-constructed record copy of the Construction Documents marked to
indicate field changes and selections made during construction, (6) documentation of any special warranties, such as
manufacturer’s warranties, product data, and maintenance and operations manuals, and (7) if required by the Owner, other
data establishing payment or satisfaction of obligations, such as receipts, and releases and waivers of liens, claims, security
interests, or encumbrances, arising out of the Contract, to the extent and in such form as may be designated by the Owner,
including Exhibit E – Final Certificate and Release. If an Architect, Consultant, Subcontractor, or any other person or entity
providing services, labor, materials, or equipment relating to the Construction Work, refuses to furnish a release or waiver
required by the Owner, the Design-Builder may furnish a bond satisfactory to the Owner to indemnify the Owner against such
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liens, claims, security interests, or encumbrances. If a lien, claim, security interest, or encumbrance remains unsatisfied after
payments are made, the Design-Builder shall refund to the Owner all money that the Owner may be compelled to pay in
discharging such liens, claims, security interests, or encumbrances, including all costs and reasonable attorneys’ fees.
§ 9.10.3 If, after Substantial Completion of the Construction Work, final completion thereof is materially delayed through no
fault of the Design-Builder or by issuance of Change Orders affecting final completion, the Owner shall, upon application by
the Design-Builder, and without terminating the Contract, make payment of the balance due for that portion of the
Construction Work fully completed, corrected, and accepted. If the estimated cost to complete or correct the Construction
Work is less than retainage stipulated in the Design-Build Documents, and if bonds have been furnished, the written consent
of the surety to payment of the balance due for that portion of the Construction Work fully completed and accepted shall be
submitted by the Design-Builder to the Owner prior to issuance of payment. Such payment shall be made under terms and
conditions governing final payment, except that it shall not constitute a waiver of Claims.
§ 9.10.4 – [Deleted]. The making of final payment shall constitute a waiver of Claims by the Owner except those arising
from
.1
liens, Claims, security interests or encumbrances arising out of the Contract and unsettled;
.2
failure of the Work to comply with the requirements of the Design-Build Documents;
.3
terms of special warranties required by the Design-Build Documents; or
.4
audits performed by the Owner, if permitted by the Design-Build Documents, after final payment.
§ 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of claims by the Design-Builder except
those previously made in writing and identified by the Design-Builder as unsettled at the time of final Application for
Payment.

2

%

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§ 9.11 Interest – [Deleted]
Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the
absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.
(Insert rate of interest agreed upon, if any.)

ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY
§ 10.1 Safety Precautions and Programs
The Design-Builder shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in
connection with the performance of the Construction Work.
§ 10.2 Safety of Persons and Property
§ 10.2.1 The Design-Builder shall be responsible for precautions for the safety of, and reasonable protection to prevent
damage, injury, or loss to
.1
employees and persons performing the Construction Work and others who may be affected thereby;
.2
the Construction Work and materials and equipment to be incorporated therein, whether in storage on or off the
site, under care, custody, or control of the Design-Builder, a Subcontractor, or any other person or entity; and
.3
other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, or
structures, and utilities not designated for removal, relocation, or replacement in the course of construction.
§ 10.2.2 The Design-Builder shall comply with, and give notices required by, applicable laws, statutes, ordinances, codes, rules
and regulations, and lawful orders of public authorities, bearing on the safety of persons or property, or their protection from
damage, injury, or loss.
§ 10.2.3 The Design-Builder shall implement, erect, and maintain, as required by existing conditions and performance of the
Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards;
promulgating safety regulations; and notifying the owners and users of adjacent sites and utilities of the safeguards.
§ 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods, are necessary for
execution of the Construction Work, the Design-Builder shall exercise utmost care, and carry on such activities under
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supervision of properly qualified personnel.
§ 10.2.5 The Design-Builder shall promptly remedy damage and loss (other than damage or loss insured under property
insurance required by the Design-Build Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3, caused in whole
or in part by the Design-Builder, the Architect, a Consultant, a Subcontractor, or anyone directly or indirectly employed by
any of them, or by anyone for whose acts they may be liable and for which the Design-Builder is responsible under
Sections 10.2.1.2 and 10.2.1.3. The Design-Builder may make a Claim for the cost to remedy damage or loss to the extent
such damage or loss is attributable to acts or omissions of the Owner, or anyone directly or indirectly employed by the Owner,
or by anyone for whose acts the Owner may be liable, and not attributable to the fault or negligence of the Design-Builder.
The foregoing obligations of the Design-Builder are in addition to the Design-Builder’s obligations under Section 3.1.14.
§ 10.2.6 The Design-Builder shall designate a responsible member of the Design-Builder’s organization, at the site, whose
duty shall be the prevention of accidents. This person shall be the Design-Builder’s superintendent unless otherwise
designated by the Design-Builder in writing to the Owner.
§ 10.2.7 The Design-Builder shall not permit any part of the construction or site to be loaded so as to cause damage or create
an unsafe condition.
§ 10.2.8 Injury or Damage to Person or Property. If the Owner or Design-Builder suffers injury or damage to person or property
because of an act or omission of the other, or of others for whose acts such party is legally responsible, notice of the injury or
damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after
discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter.

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§ 10.3 Hazardous Materials
§ 10.3.1 The Design-Builder is responsible for compliance with any requirements included in the Design-Build Documents
regarding hazardous materials or substances. If the Design-Builder encounters a hazardous material or substance not
addressed in the Design-Build Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily
injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated
biphenyl (PCB), encountered on the site by the Design-Builder, the Design-Builder shall, upon recognizing the condition,
immediately stop Construction Work in the affected area and notify the Owner of the condition.
§ 10.3.2 Upon receipt of the Design-Builder’s notice, the Owner shall obtain the services of a licensed laboratory to verify the
presence or absence of the material or substance reported by the Design-Builder and, in the event such material or substance is
found to be present, to cause it to be rendered harmless. Unless otherwise required by the Design-Build Documents, the
Owner shall furnish in writing to the Design-Builder the names and qualifications of persons or entities who are to perform
tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe
containment of the material or substance. The Design-Builder will promptly reply to the Owner in writing stating whether or
not the Design-Builder has reasonable objection to the persons or entities proposed by the Owner. If the Design-Builder has an
objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Design-Builder has no
reasonable objection. When the material or substance has been rendered harmless, Construction Work in the affected area
shall resume upon written agreement of the Owner and Design-Builder. By Change Order, the Contract Time shall be
extended appropriately and the Contract Sum shall be increased by the amount of the Design-Builder’s reasonable additional
costs of shutdown, delay, and start-up.
§ 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Design-Builder, the
Architect, Consultants, and Subcontractors, and employees of any of them, from and against claims, damages, losses, and
expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Construction Work
in the affected area, if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1
and has not been rendered harmless, provided that such claim, damage, loss, or expense is attributable to bodily injury,
sickness, disease or death, or to injury to, or destruction of, tangible property (other than the Construction Work itself), except
to the extent that such damage, loss, or expense is due to the fault or negligence of the party seeking indemnity.
§ 10.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Design-Builder
brings to the site unless such materials or substances are required by the Owner’s Criteria. The Owner shall be responsible for
hazardous materials or substances required by the Owner’s Criteria, except to the extent of the Design-Builder’s fault or
negligence in the use and handling of such materials or substances.
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§ 10.3.5 The Design-Builder shall reimburse the Owner for the cost and expense the Owner incurs (1) for remediation of
hazardous materials or substances the Design-Builder brings to the site and negligently handles, or (2) where the DesignBuilder fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the
Owner’s fault or negligence.
§ 10.3.6 If, without negligence on the part of the Design-Builder, the Design-Builder is held liable by a government agency for
the cost of remediation of a hazardous material or substance solely by reason of performing Construction Work as required by
the Design-Build Documents, the Owner shall reimburse the Design-Builder for all cost and expense thereby incurred.
§ 10.4 Emergencies
In an emergency affecting safety of persons or property, the Design-Builder shall act, at the Design-Builder’s discretion, to
prevent threatened damage, injury, or loss.
ARTICLE 11 INSURANCE AND BONDS
§ 11.1 Design-Builder’s Insurance and Bonds
§ 11.1.1 The Design-Builder shall purchase and maintain insurance of the types and limits of liability, containing the
endorsements, and subject to the terms and conditions, as described in this Agreement or elsewhere in the Design-Build
Documents. Prior to commencement of the Work, the Design-Builder shall purchase and maintain the required insurance from
an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is
located. The Owner shall be named as an additional insured under the Design-Builder’s commercial general liability policy or
as otherwise described in the Design-Build Documents.
§ 11.1.2 The Design-Builder shall provide surety bonds of the types, for such penal sums, and subject to such terms and
conditions as required by the Design-Build Documents. The Design-Builder shall purchase and maintain the required bonds
from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located.

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§ 11.1.3 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of
obligations arising under the Design-Build Contract, the Design-Builder shall promptly furnish a copy of the bonds or shall
authorize a copy to be furnished.
§ 11.1.4 Notice of Cancellation or Expiration of Design-Builder’s Required Insurance. Within three (3) business days of the date
the Design-Builder becomes aware of an impending or actual cancellation or expiration of any insurance required by the
Design-Build Documents, the Design-Builder shall provide notice to the Owner of such impending or actual cancellation or
expiration. Upon receipt of notice from the Design-Builder, the Owner shall, unless the lapse in coverage arises from an act or
omission of the Owner, have the right to stop the Work until the lapse in coverage has been cured by the procurement of
replacement coverage by the Design-Builder. The furnishing of notice by the Design-Builder shall not relieve the DesignBuilder of any contractual obligation to provide any required coverage.
§ 11.2 Owner’s Insurance
§ 11.2.1 The Owner shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and
subject to the terms and conditions, as described in this Agreement or elsewhere in the Design-Build Documents. The Owner
shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to
issue insurance in the jurisdiction where the Project is located.
§ 11.2.2 Failure to Purchase Required Property Insurance. If the Owner fails to purchase and maintain the required property
insurance, with all of the coverages and in the amounts described in this Agreement or elsewhere in the Design-Build
Documents, the Owner shall inform the Design-Builder in writing prior to commencement of the Construction Work. Upon
receipt of notice from the Owner, the Design-Builder may delay commencement of the Construction Work and may obtain
insurance that will protect the interests of the Design-Builder, Subcontractors, and Sub-Subcontractors in the Construction
Work. When the failure to provide coverage has been cured or resolved, the Contract Sum and Contract Time shall be
equitably adjusted. In the event the Owner fails to procure coverage, the Owner waives all rights against the Design-Builder,
Subcontractors, and Sub-subcontractors to the extent the loss to the Owner would have been covered by the insurance to have
been procured by the Owner. The cost of the insurance shall be charged to the Owner by a Change Order. If the Owner does
not provide written notice, and the Design-Builder is damaged by the failure or neglect of the Owner to purchase or maintain
the required insurance, the Owner shall reimburse the Design-Builder for all reasonable costs and damages attributable
thereto.
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§ 11.2.3 Notice of Cancellation or Expiration of Owner’s Required Property Insurance. Within three (3) business days of the date
the Owner becomes aware of an impending or actual cancellation or expiration of any property insurance required by the
Design-Build Documents, the Owner shall provide notice to the Design-Builder of such impending or actual cancellation or
expiration. Unless the lapse in coverage arises from an act or omission of the Design-Builder: (1) the Design-Builder, upon
receipt of notice from the Owner, shall have the right to stop the Construction Work until the lapse in coverage has been cured
by the procurement of replacement coverage by either the Owner or the Design-Builder; (2) the Contract Time and Contract
Sum shall be equitably adjusted; and (3) the Owner waives all rights against the Design-Builder, Subcontractors, and Subsubcontractors to the extent any loss to the Owner would have been covered by the insurance had it not expired or been
cancelled. If the Design-Builder purchases replacement coverage, the cost of the insurance shall be charged to the Owner by
an appropriate Change Order. The furnishing of notice by the Owner shall not relieve the Owner of any contractual obligation
to provide required insurance.
§ 11.3 Waivers of Subrogation
§ 11.3.1 The Owner and Design-Builder waive all rights against (1) each other and any of their consultants, subcontractors,
sub-subcontractors, agents, and employees, each of the other; and (2) Separate Contractors, if any, and any of their
subcontractors, sub-subcontractors, agents, and employees, for damages caused by fire, or other causes of loss, to the extent
those losses are covered by property insurance required by this Agreement or other property insurance applicable to the
Project, except such rights as they have to proceeds of such insurance. The Owner or Design-Builder, as appropriate, shall
require similar written waivers in favor of the individuals and entities identified above from the Separate Contractors,
consultants, subcontractors, and sub-subcontractors. The policies of insurance purchased and maintained by each person or
entity agreeing to waive claims pursuant to this Section 11.3.1 shall not prohibit this waiver of subrogation. This waiver of
subrogation shall be effective as to a person or entity (1) even though that person or entity would otherwise have a duty of
indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance premium directly or
indirectly, or (3) whether or not the person or entity had an insurable interest in the damaged property.

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§ 11.3.2 If, during construction of the Project, the Owner insures properties, real or personal or both, at or adjacent to the site
by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to
be provided on the completed Project through a policy or policies other than those insuring the Project during the construction
period, to the extent permissible by such policies, the Owner waives all rights in accordance with the terms of Section 11.3.1
for damages caused by fire or other causes of loss covered by this separate property insurance.
§ 11.4 Loss of Use, Business Interruption, and Delay in Completion Insurance
The Owner, at the Owner’s option, may purchase and maintain insurance that will protect the Owner against loss of use of the
Owner’s property, or the inability to conduct normal operations, due to fire or other causes of loss. The Owner waives all
rights of action against the Design-Builder for loss of use of the Owner’s property, due to fire or other hazards however
caused.
§ 11.5 Adjustment and Settlement of Insured Loss
§ 11.5.1 A loss insured under the property insurance required by this Agreement shall be adjusted by the Owner as fiduciary
and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any
applicable mortgagee clause and of Section 11.5.2. The Owner shall pay the Design-Builder its just share of insurance
proceeds received by the Owner, and by appropriate agreement the Design-Builder shall make payments to its consultants and
Subcontractors in similar manner.
§ 11.5.2 Prior to settlement of an insured loss, the Owner shall notify the Design-Builder of the terms of the proposed
settlement as well as the proposed allocation of the insurance proceeds. The Design-Builder shall have 14 days from receipt of
notice to object to the proposed settlement or allocation of the proceeds. If the Design-Builder does not object, the Owner
shall settle the loss, and the Design-Builder shall be bound by the settlement and allocation. Upon receipt, the Owner shall
deposit the insurance proceeds in a separate account and make the appropriate distributions. Thereafter, if no other agreement
is made or the Owner does not terminate the Design-Build Contract for convenience, the Owner and Design-Builder shall
execute a Change Order for reconstruction of the damaged or destroyed Construction Work in the amount allocated for that
purpose. If the Design-Builder timely objects to either the terms of the proposed settlement or the allocation of the proceeds,
the Owner may proceed to settle the insured loss, and any dispute between the Owner and Design-Builder arising out of the
settlement or allocation of the proceeds shall be resolved pursuant to Article 15. Pending resolution of any dispute, the Owner
may issue a Change Directive for the reconstruction of the damaged or destroyed Construction Work.
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ARTICLE 12 UNCOVERING AND CORRECTION OF CONSTRUCTION WORK
§ 12.1 Uncovering of Construction Work
The Owner may request to examine a portion of the Construction Work that the Design-Builder has covered to determine if
the Construction Work has been performed in accordance with the Design-Build Documents. If such Construction Work is in
accordance with the Design-Build Documents, the Design-Builder shall be entitled to an equitable adjustment to the Contract
Sum and Contract Time as may be appropriate. If such Construction Work is not in accordance with the Design-Build
Documents, the costs of uncovering the Construction Work, and the cost of correction, shall be at the Design-Builder’s
expense and shall not result in a change in the Contract Time except as otherwise permitted in this Agreement.
§ 12.2 Correction of Construction Work
§ 12.2.1 Before Substantial Completion. The Design-Builder shall promptly correct Construction Work rejected by the Owner
or failing to conform to the requirements of the Design-Build Documents, discovered before Substantial Completion, and
whether or not fabricated, installed, or completed. Costs of correcting such rejected Construction Work, including additional
testing and inspections and the cost of uncovering and replacement, and compensation for any consultant employed by the
Owner whose expenses and compensation were made necessary thereby, shall be at the Design-Builder’s expense and shall
not result in a change in the Contract Time except as otherwise permitted in this Agreement.

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§ 12.2.2 After Substantial Completion
§ 12.2.2.1 In addition to the Design-Builder’s obligations under Section 3.1.12, if, within one year after the date of Substantial
Completion of the Construction Work or designated portion thereof or after the date for commencement of warranties
established under Section 9.9.1, or by terms of any applicable special warranty required by the Design-Build Documents, any
of the Construction Work is discovered not to be in accordance with the requirements of the Design-Build Documents, the
Design-Builder shall correct it promptly after receipt of notice from the Owner to do so unless the Owner has previously given
the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the
condition. During the one-year period for correction of the Construction Work, if the Owner fails to notify the Design-Builder
of the condition and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require
correction by the Design-Builder and to make a claim for breach of warranty and breach of the standard of care for that
condition. If the Design-Builder fails to correct nonconforming or defectively designed Construction Work within a
reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with
Section 7.4.
§ 12.2.2.2 The one-year period for correction of Construction Work shall be extended with respect to portions of Construction
Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual
completion of that portion of the Construction Work.
§ 12.2.2.3 The one-year period for correction of Construction Work shall not be extended by corrective Construction Work
performed by the Design-Builder pursuant to this Section 12.2.
§ 12.2.3 The Design-Builder shall remove from the site portions of the Construction Work that are not in accordance with the
requirements of the Design-Build Documents and are neither corrected by the Design-Builder nor accepted by the Owner.
§ 12.2.4 The Design-Builder shall be liable for the cost of correcting destroyed or damaged construction of the Owner or
Separate Contractors, whether completed or partially completed, caused by the Design-Builder’s correction or removal of
Construction Work that is not in accordance with the requirements of the Design-Build Documents except as otherwise
permitted in this Agreement.
§ 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other
obligations the Design-Builder has under the Design-Build Documents. Establishment of the one-year period for correction of
Construction Work as described in Section 12.2.2 relates only to the specific obligation of the Design-Builder to correct the
Construction Work, and has no relationship to the time within which the obligation to comply with the Design-Build
Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the
Design-Builder’s liability with respect to the Design-Builder’s obligations other than specifically to correct the Construction
Work.
§ 12.3 Acceptance of Nonconforming Construction Work
If the Owner prefers to accept Construction Work that is not in accordance with the requirements of the Design-Build
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Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be
reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made.
ARTICLE 13 COPYRIGHTS AND LICENSES
§ 13.1 Drawings, specifications, and other documents furnished by the Design-Builder, including those in electronic form, are
Instruments of Service. The Design-Builder, and the Architect, Consultants, Subcontractors, and any other person or entity
providing Work for any of them, shall be deemed the authors and owners of their respective Instruments of Service, including
the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights.
Submission or distribution of Instruments of Service to meet official regulatory requirements, or for similar purposes in
connection with the Project, is not to be construed as publication in derogation of the reserved rights of the Design-Builder
and the Architect, Consultants, and Subcontractors, and any other person or entity providing Work for any of them.
§ 13.2 The Design-Builder and the Owner warrant that in transmitting Instruments of Service, or any other information, the
transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such
information for its use on the Project.
§ 13.3 The Design-Builder grants to the Owner a nonexclusive license to use the Design-Builder’s Instruments of Service
solely and exclusively for purposes of constructing, using, maintaining, altering, and adding to the Project. The license granted
in this Section 13.3 shall terminate only if (1) the Design-Builder terminates this Agreement in accordance with
Sections 14.1.1, 14.1.3, 14.1.4, or 14.2.1 or (2) the Owner terminates this Agreement for convenience as provided in
Section 14.1.5 and does not compensate the Design-Builder as required under Sections 14.1.6 and 14.1.7. The license granted
under this section permits the Owner to authorize the Owner’s consultants to reproduce applicable portions of the Instruments
of Service, subject to any protocols established pursuant to Section 1.1.5, solely and exclusively for use in performing services
for the Project.

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§ 13.3.1 In the event the Owner uses the Instruments of Service (1) for purposes inconsistent with Section 13.3, (2) after
completion of the Project for purposes of altering or adding to the Project without retaining the authors of the Instruments of
Service for such purposes, (3) after the Owner terminates this Agreement for convenience, or (4) after the Design-Builder
terminates this Agreement in accordance with Sections 14.1.1, 14.1.3, 14.1.4, or 14.2.1, the Owner releases the DesignBuilder from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees
to indemnify and hold harmless the Design-Builder from all costs and expenses, including the cost of defense, related to
claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner’s
use of the Instruments of Service under this Section 13.3.1. The terms of this Section 13.3.1 shall not apply if the Owner
terminates this Agreement for cause under Section 14.1.4 or 14.2.2. The payment of a Termination Fee or Licensing Fee under
Section 14.1.7 shall not relieve the Owner of the release or indemnity obligations of this Section 13.3.1.
§ 13.3.2 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Subcontractors, that will
allow the Design-Builder to satisfy its obligations to the Owner under this Article 13. The Design-Builder’s licenses from the
Architect and its Consultants and Subcontractors shall also allow the Owner, in the event this Agreement is terminated for any
reason other than the default of the Owner or in the event the Design-Builder’s Architect, Consultants, or Subcontractors
terminate their agreements with the Design-Builder for cause, to obtain a non-exclusive license solely and exclusively for
purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner (1) agrees to pay to
the Architect, Consultant or Subcontractor all amounts due, and (2) provides the Architect, Consultant or Subcontractor with
the Owner’s written agreement to indemnify and hold harmless the Architect, Consultant, or Subcontractor from all costs and
expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the
extent such costs and expenses arise from the Owner’s alteration or use of the Instruments of Service.
§ 13.3.3 Except as otherwise stated in this Section 13.3, the provisions of this Article 13 shall survive the termination of this
Agreement.
ARTICLE 14 TERMINATION OR SUSPENSION
§ 14.1 Termination or Suspension Prior to Execution of the Design-Build Amendment
§ 14.1.1 If the Owner fails to make payments to the Design-Builder for Work prior to execution of the Design-Build
Amendment in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for
termination under Section 14.1.4 or, at the Design-Builder’s option, cause for suspension of performance of services under
this Agreement. If the Design-Builder elects to suspend the Work, the Design-Builder shall give seven days’ notice to the
Owner before suspending the Work. In the event of a suspension of the Work, the Design-Builder shall have no liability to the
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Owner for delay or damage caused by the suspension of the Work. Before resuming the Work, the Design-Builder shall be
paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Design-Builder’s
Work. The Design-Builder’s compensation for, and time to complete, the remaining Work shall be equitably adjusted.
§ 14.1.2 If the Owner suspends the Project, the Design-Builder shall be compensated for the Work performed prior to notice of
such suspension. When the Project is resumed, the Design-Builder shall be compensated for expenses incurred in the
interruption and resumption of the Design-Builder’s Work. The Design-Builder’s compensation for, and time to complete, the
remaining Work shall be equitably adjusted.
§ 14.1.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the DesignBuilder, the Design-Builder may terminate this Agreement by giving not less than seven days’ notice.
§ 14.1.4 Either party may terminate this Agreement upon not less than seven days’ notice should the other party fail
substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the
termination.
§ 14.1.5 The Owner may terminate this Agreement upon not less than seven days’ notice to the Design-Builder for the
Owner’s convenience and without cause.
§ 14.1.6 In the event of termination not the fault of the Design-Builder, the Design-Builder shall be compensated for Work
performed prior to termination, together with Reimbursable Expenses then due and any other expenses directly attributable to
termination for which the Design-Builder is not otherwise compensated. In no event shall the Design-Builder’s compensation
under this Section 14.1.6 be greater than the compensation set forth in Section 2.1.

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§ 14.1.7 In addition to any amounts paid under Section 14.1.6, if the Owner terminates this Agreement for its convenience
pursuant to Section 14.1.5, or the Design-Builder terminates this Agreement pursuant to Sections 14.1.3 or 14.1.4, the Owner
shall pay to the Design-Builder the following fees:
(Set forth below the amount of any termination or licensing fee, or the method for determining any termination or licensing
fee.)
.1

Termination Fee:

.2

Licensing Fee if the Owner intends to continue using the Design-Builder’s Instruments of Service:

§ 14.2 Termination or Suspension Following Execution of the Design-Build Amendment
§ 14.2.1 Termination by the Design-Builder
§ 14.2.1.1 The Design-Builder may terminate this Agreement if the Work is stopped for a period of sixty (60) consecutive days
through no act or fault of the Design-Builder, or any other persons or entities performing portions of the Work, for any of the
following reasons:
.1
Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped;
.2
An act of government, such as a declaration of national emergency that requires all Work to be stopped;
.3
Because the Owner has not issued a Certificate for Payment and has not notified the Design-Builder of the
reason for withholding certification as provided in Section 9.5.1, or because the Owner has not made payment
on a Certificate for Payment within the time stated in the Design-Build Documents; or
.4
The Owner has failed to furnish to the Design-Builder reasonable evidence as required by Section 7.2.7.
§ 14.2.1.2 The Design-Builder may terminate this Agreement if, through no act or fault of the Design-Builder, or any other
persons or entities performing portions of the Work, repeated suspensions, delays, or interruptions of the entire Work by the
Owner as described in Section 14.2.3, constitute in the aggregate more than 100 percent of the total number of days scheduled
for completion, or 120 days in any 365-day period, whichever is less.

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§ 14.2.1.3 If one of the reasons described in Section 14.2.1.1 or 14.2.1.2 exists, the Design-Builder may, upon seven days’
notice to the Owner, terminate the Contract and recover from the Owner payment for Work executed, as well as reasonable
overhead and profit on Work not executed, or the Design-Builder’s Fee on Work not executed if the Contract Sum is based
upon the Cost of the Work plus a Fee with or without a Guaranteed Maximum Price, and costs incurred by reason of such
termination.
§ 14.2.1.4 If the Work is stopped for a period of ninety (90) consecutive days through no act or fault of the Design-Builder, or
any other persons or entities performing portions of the Work because the Owner has repeatedly failed to fulfill the Owner’s
obligations under the Design-Build Documents with respect to matters important to the progress of the Work, the DesignBuilder may, upon seven additional days’ notice to the Owner, terminate the Contract and recover from the Owner as
provided in Section 14.2.1.3.
§ 14.2.2 Termination by the Owner for Cause
§ 14.2.2.1 The Owner may terminate this Agreement if the Design-Builder:
.1
fails to submit the Proposal by the date required by this Agreement, or if no date is indicated, within a
reasonable time consistent with the date of Substantial Completion;
.2
repeatedly refuses or fails to supply enough properly skilled workers or proper materials;
.3
repeatedly refuses or fails to supply a qualified architect, consultant, or subcontractor, where required;
.4
fails to make payment to the Architect, Consultants, Subcontractors, or suppliers in accordance with their
respective agreements with the Design-Builder;
.5
repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a
public authority; or
.6
is otherwise in breach of a material provision of the Design-Build Documents.

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§ 14.2.2.2 When any of the reasons described in Section 14.2.2.1 exist, the Owner may, without prejudice to any other rights or
remedies of the Owner and after giving the Design-Builder and the Design-Builder’s surety, if any, seven days’ notice,
terminate employment of the Design-Builder and may, subject to any prior rights of the surety:
.1
Exclude the Design-Builder from the site and take possession of all materials, equipment, tools, and
construction equipment and machinery thereon owned by the Design-Builder;
.2
Accept assignment of the Architect, Consultant, and Subcontractor agreements pursuant to Section 3.1.15; and
.3
Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the
Design-Builder, the Owner shall furnish to the Design-Builder a detailed accounting of the costs incurred by
the Owner in finishing the Work.
§ 14.2.2.3 When the Owner terminates this Agreement for one of the reasons stated in Section 14.2.2.1, the Design-Builder
shall not be entitled to receive further payment until the Work is finished.
§ 14.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages incurred by the
Owner and not expressly waived, such excess shall be paid to the Design-Builder. If such costs and damages exceed the
unpaid balance, the Design-Builder shall pay the difference to the Owner. The obligation for such payments shall survive
termination of this Agreement.
§ 14.2.3 Suspension by the Owner for Convenience
§ 14.2.3.1 The Owner may, without cause, order the Design-Builder in writing to suspend, delay, or interrupt the Work in
whole or in part for such period of time as the Owner may determine.
§ 14.2.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension,
delay, or interruption under Section 14.2.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be
made to the extent
.1
that performance is, was, or would have been, so suspended, delayed, or interrupted, by another cause for which
the Design-Builder is responsible; or
.2
that an equitable adjustment is made or denied under another provision of the Contract.
§ 14.2.4 Termination by the Owner for Convenience
§ 14.2.4.1 The Owner may, at any time, terminate this Agreement for the Owner’s convenience and without cause.
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§ 14.2.4.2 Upon receipt of notice from the Owner of such termination for the Owner’s convenience, the Design-Builder shall
.1
cease operations as directed by the Owner in the notice;
.2
take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and,
.3
except for Work directed to be performed prior to the effective date of termination stated in the notice,
terminate all existing Project agreements, including agreements with the Architect, Consultants,
Subcontractors, and purchase orders, and enter into no further Project agreements and purchase orders.
§ 14.2.4.3 In case of such termination for the Owner’s convenience, the Owner shall pay the Design-Builder for: Work
properly executed; Termination and Licensing Fees set forth in Section 14.1.7; and any other costs incurred by reason of the
termination, including costs attributable to termination of Subcontracts.
ARTICLE 15 CLAIMS AND DISPUTES
§ 15.1 Claims
§ 15.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, a
change in the Contract Time, or other relief with respect to the terms of the Contract. The term “Claim” also includes other
disputes and matters in question between the Owner and Design-Builder arising out of or relating to the Contract. The
responsibility to substantiate Claims shall rest with the party making the Claim. This Section 15.1.1 does not require the
Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents.
§ 15.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence all claims and causes of action against the
other and arising out of or related to the Contract, whether in contract, tort, breach of warranty or otherwise, in accordance
with the requirements of the binding dispute resolution method selected in Section 1.3, within the time period specified by
applicable law. The Owner and Design-Builder waive all claims and causes of action not commenced in accordance with this
Section 15.1.2.

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§ 15.1.3 Notice of Claims
§ 15.1.3.1 Prior To Final Payment. Prior to final payment, Claims by either the Owner or Design-Builder must be initiated by
notice to the other party within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the
claimant first recognizes the condition giving rise to the Claim, whichever is later.
§ 15.1.3.2 Claims Arising After Final Payment. After final payment, Claims by either the Owner or Design-Builder that have not
otherwise been waived pursuant to Sections 9.10.4 or 9.10.5, must be initiated by prompt notice to the other party. The notice
requirement in Section 15.1.3.1 and the provisions for Initial Resolution of Claims in Section 15.2 shall not be required as a
condition precedent to mediation in Section 15.3.
§ 15.1.4 Continuing Contract Performance. Pending final resolution of a Claim, except as otherwise agreed in writing or as
provided in Section 9.7 and Article 14, the Design-Builder shall proceed diligently with performance of the Contract and the
Owner shall continue to make payments in accordance with the Design-Build Documents.
§ 15.1.5 Claims for Additional Cost. If the Design-Builder wishes to make a Claim for an increase in the Contract Sum, notice
as provided in Section 15.1.3 shall be given before proceeding to execute the portion of the Work that is the subject of the
Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under
Section 10.4.
§ 15.1.6 Claims for Additional Time
§ 15.1.6.1 If the Design-Builder wishes to make a Claim for an increase in the Contract Time, notice as provided in
Section 15.1.3 shall be given. The Design-Builder’s Claim shall include an estimate of cost and of the probable effect of delay
on progress of the Work. In the case of a continuing delay, only one Claim is necessary.
§ 15.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data
substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated, and
had an adverse effect on the scheduled construction.
§ 15.1.7 Waiver of Claims for Consequential Damages
The Design-Builder and Owner waive Claims against each other for consequential damages arising out of or relating to this
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Contract. This mutual waiver includes
.1
damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business, and
reputation, and for loss of management or employee productivity or of the services of such persons; and
.2
damages incurred by the Design-Builder for principal office expenses including the compensation of personnel
stationed there, for losses of financing, business, and reputation, and for loss of profit except anticipated profit
arising directly from the Work.
This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination in
accordance with Article 14. Nothing contained in this Section 15.1.7 shall be deemed to preclude assessment of liquidated
damages, when applicable, in accordance with the requirements of the Design-Build Documents.
§ 15.2 Initial Resolution of Claims
§ 15.2.1 Meet and Confer
§ 15.2.1.1 If the parties select Meet and Confer as the initial method of dispute resolution, the Owner and Design-Builder shall
endeavor to resolve Claims subject to the meet and confer session. The meet and confer session shall be attended by
representatives who have the authority to bind the Owner and Design-Builder. The Owner or Design-Builder may request
senior representatives from the Architect, Subcontractors, or other interested parties to attend the meet and confer session. The
meet and confer session shall take place within thirty (30) days after a request by either party to this Agreement unless the
parties mutually agree otherwise.
§ 15.2.1.2 Discussions held during the meet and confer process shall be treated as settlement discussions and, as such, will be
confidential.

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§ 15.2.1.3 If the Owner and Design-Builder reach a mutually acceptable resolution, appropriate documentation memorializing
the resolution shall be prepared. If the resolution results in a change to the Contract Sum or the Contract Time, the parties
shall execute a Change Order.
§ 15.2.1.4 If the Owner and Design-Builder cannot reach a mutually acceptable resolution at the meet and confer session, or if
the meet and confer session does not take place within the time specified in Section 15.2.1, either party may proceed to
mediation in accordance with Section 15.3.
§ 15.2.2 Project Neutral
§ 15.2.2.1 If the parties select a Project Neutral to serve as an initial decision maker of Claims, the Owner and Design-Builder
shall share the expense of the Project Neutral.
§ 15.2.2.2 The Project Neutral will review Claims and, within ten days of the receipt of a Claim, take one or more of the
following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other
party, (2) reject the Claim in whole or in part, (3) approve the Claim in whole or in part, (4) suggest a compromise, or (5)
advise the parties that the Project Neutral is unable to resolve the Claim if the Project Neutral lacks sufficient information to
evaluate the merits of the Claim or if the Project Neutral concludes that, in the Project Neutral’s sole discretion, it would be
inappropriate for the Project Neutral to resolve the Claim.
§ 15.2.2.3 In evaluating Claims, the Project Neutral may, but shall not be obligated to, consult with or seek information from
persons with special knowledge or expertise who may assist the Project Neutral in rendering a decision. The retention of such
persons shall be a shared expense of the Owner and Design-Builder.
§ 15.2.2.4 If the Project Neutral requests either party to provide a response to a Claim or to furnish additional supporting data,
such party shall respond within ten days after receipt of the request and shall either (1) provide a response or the requested
supporting data, (2) advise the Project Neutral when the response or supporting data will be furnished or (3) advise the Project
Neutral that no response or supporting data will be furnished. Upon receipt of the response or supporting data, if any, the
Project Neutral will take one of the actions described in Section 15.2.2.2(2)-(5).
§ 15.2.2.5 Pursuant to Sections 15.2.2.2 through 15.2.2.4 the Project Neutral will render an initial decision approving or
rejecting the Claim in whole or in part or indicating that the Project Neutral is unable to resolve the Claim. The initial decision
shall (1) be in writing, (2) state the reasons therefore, and (3) identify any change in the Contract Sum or Contract Time or
both. The initial decision shall be binding on the parties, but subject to mediation in accordance with the process set forth in
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Section 15.3 and, if the parties fail to resolve their dispute through mediation, subject to binding dispute resolution in
accordance with Section 15.4.
§ 15.2.2.5.1 If an initial decision has not been rendered within 30 days after the Claim has been referred to the Project Neutral,
the party asserting the Claim may demand mediation and binding dispute resolution without a decision having been rendered.
Unless the Project Neutral and all affected parties agree, the Project Neutral will not decide disputes between the DesignBuilder and persons or entities other than the Owner.
§ 15.2.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 15.3.
§ 15.2.2.7 Either party may, within 30 days from the date of a Project Neutral’s initial decision, demand in writing that the
other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the
demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue binding
dispute resolution proceedings with respect to the initial decision.
§ 15.2.3 In the event of a Claim against the Design-Builder, the Owner may, but is not obligated to, notify the surety, if any, of
the nature and amount of the Claim. If the Claim relates to a possibility of a Design-Builder’s default, the Owner may, but is
not obligated to, notify the surety, and request the surety’s assistance in resolving the controversy.
§ 15.2.4 If a Claim relates to or is the subject of a mechanic’s lien, the party asserting such Claim may proceed in accordance
with applicable law to comply with the lien notice or filing deadlines.

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§ 15.3 Mediation
§ 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as
provided for in Sections 9.10.4, 9.10.5, 15.1.7, and 15.2.2.7, shall be subject to mediation as a condition precedent to binding
dispute resolution.
§ 15.3.2 The Parties shall endeavor to resolve their Claims by mediation which, unless the Parties mutually agree otherwise,
shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation
Procedures in effect on the date of this Agreement. A request for mediation shall be made in writing, delivered to the other
party to the Contract, and filed with the person or entity administering the mediation. The request may be made concurrently
with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding
dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless
stayed for a longer period by agreement of the Parties or court order. If an arbitration proceeding is stayed pursuant to this
Section 15.3.2, the Parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later
proceedings.
§ 15.3.3 Either Party may, within 30 days from the date that mediation has been concluded without resolution of the dispute or
60 days after mediation has been demanded without resolution of the dispute, demand in writing that the other party file for
binding dispute resolution. If such a demand is made and the Party receiving the demand fails to file for binding dispute
resolution within 60 days after receipt thereof, then both Parties waive their rights to binding dispute resolution proceedings
with respect to the initial decision rendered by the Project Neutral or with respect to Claims that were the subject of the Meet
and Confer process.
§ 15.3.4 The Parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where
the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable
as settlement agreements in any court having jurisdiction.
§ 15.4 Arbitration
§ 15.4.1 If the parties have selected arbitration as the method for binding dispute resolution in Section 1.3, any Claim subject
to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be
administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect
on the date of this Agreement. The Arbitration shall be conducted in the place where the Project is located, unless another
location is mutually agreed upon. A demand for arbitration shall be made in writing, delivered to the other party to the
Contract, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration
must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded.
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§ 15.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in
no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be
barred by the applicable statute of limitations or statute of repose. For statute of limitations or statute of repose purposes,
receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution
of legal or equitable proceedings based on the Claim.
§ 15.4.2 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance
with applicable law in any court having jurisdiction.
§ 15.4.3 The foregoing agreement to arbitrate, and other agreements to arbitrate with an additional person or entity duly
consented to by parties to this Agreement, shall be specifically enforceable under applicable law in any court having
jurisdiction thereof.
§ 15.4.4 Consolidation or Joinder
§ 15.4.4.1 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may
consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1)
the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated
substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and
methods for selecting arbitrator(s).

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§ 15.4.4.2 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either Party may
include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if
complete relief is to be accorded in arbitration, provided that the Party sought to be joined consents in writing to such joinder.
Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute
or other matter in question not described in the written consent.
§ 15.4.4.3 The Owner and Design-Builder grant to any person or entity made a party to an arbitration conducted under this
Section 15.4, whether by joinder or consolidation, the same rights of joinder and consolidation as those of the Owner and
Design-Builder under this Agreement.
§ 15.5 The provisions of this Article 15 shall survive the termination of this Agreement.
ARTICLE 16 MISCELLANEOUS PROVISIONS
§ 16.1 Governing Law
The Contract shall be governed by the law of the place where the Project is located excluding that jurisdiction’s choice of law
rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall
govern Section 15.4.
§ 16.2 Successors and Assigns
§ 16.2.1 The Owner and Design-Builder, respectively, bind themselves, their partners, successors, assigns, and legal
representatives to the covenants, agreements, and obligations contained in the Design-Build Documents. Except as provided in
Section 16.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either
party attempts to make an assignment without such consent, that party shall nevertheless remain legally responsible for all
obligations under the Contract.
§ 16.2.2 The Owner may, without consent of the Design-Builder, assign the Contract to a lender providing construction
financing for the Project, if the lender assumes the Owner’s rights and obligations under the Design-Build Documents. The
Design-Builder shall execute all consents reasonably required to facilitate the assignment.
§ 16.2.3 Certifications. If the Owner requests the Design-Builder to execute certificates, the proposed language of such
certificates shall be submitted to the Design-Builder for review at least 21 days prior to the requested dates of execution. If the
Owner requests the Design-Builder to execute consents reasonably required to facilitate assignment to a lender, the DesignBuilder shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to
the Design-Builder for review at least 21 days prior to execution. The Design-Builder shall not be required to execute any
certificates or consents that would require knowledge, services, or responsibilities beyond the scope of this Agreement.
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§ 16.3 The Design-Builder, Architect, Consultants, Subcontractors, or their agents, or any other persons or entities performing
portions of the Work, shall have the right to include video, photographic, or artistic representations of the design of the Project
among their respective promotional and professional materials. The Design-Builder, Architect, Consultants, Subcontractors,
or their agents or employees, or any other persons or entities performing portions of the Work, shall be given reasonable
access to the completed Project to make such representations. However, such material shall not include the Owner’s
confidential or proprietary information if the Owner has previously advised the Design-Builder in writing of the specific
information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the
Design-Builder, Architect, Consultants, Subcontractors, or their agents or employees, or any other persons or entities
performing portions of the Work, in the Owner’s promotional materials for the Project. This Section 16.3 shall survive the
termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 14.2.2.
§ 16.4 Rights and Remedies
§ 16.4.1 Duties and obligations imposed by the Design-Build Documents, and rights and remedies available thereunder, shall
be in addition to and not a limitation of duties, obligations, rights, and remedies otherwise imposed or available by law.
§ 16.4.2 No action or failure to act by the Owner or Design-Builder shall constitute a waiver of a right or duty afforded them
under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except
as may be specifically agreed upon in writing.

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§ 16.5 Tests and Inspections
§ 16.5.1 Tests, inspections, and approvals of portions of the Construction Work shall be made as required by the Design-Build
Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities.
Unless otherwise provided, the Design-Builder shall make arrangements for such tests, inspections, and approvals with an
independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all
related costs of tests, inspections, and approvals, unless otherwise provided in the Design-Build Amendment. The DesignBuilder shall give the Owner timely notice of when and where tests and inspections are to be made so that the Owner may be
present for such procedures. The Owner shall bear costs of tests, inspections, or approvals that do not become requirements
until after execution of the Design-Build Amendment. The Owner shall directly arrange and pay for tests, inspections, or
approvals where building codes or applicable laws or regulations so require.
§ 16.5.2 If the Owner determines that portions of the Construction Work require additional testing, inspection, or approval not
included under Section 16.5.1, the Owner will instruct the Design-Builder to make arrangements for such additional testing,
inspection, or approval, by an entity acceptable to the Owner, and the Design-Builder shall give timely notice to the Owner of
when and where tests and inspections are to be made so that the Owner may be present for such procedures. Such costs,
except as provided in Section 16.5.3, shall be at the Owner’s expense, unless otherwise provided in the Design-Build
Amendment.
§ 16.5.3 If procedures for testing, inspection, or approval under Sections 16.5.1 and 16.5.2 reveal failure of the portions of the
Construction Work to comply with requirements established by the Design-Build Documents, all costs made necessary by
such failure shall be at the Design-Builder’s expense, unless otherwise provided in the Design-Build Amendment.
§ 16.5.4 Required certificates of testing, inspection, or approval shall, unless otherwise required by the Design-Build
Documents, be secured by the Design-Builder and promptly delivered to the Owner.
§ 16.5.5 If the Owner is to observe tests, inspections, or approvals required by the Design-Build Documents, the Owner will do
so promptly and, where practicable, at the normal place of testing.
§ 16.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made promptly to avoid
unreasonable delay in the Work.
§ 16.6 Confidential Information
§ 16.6.1 If the Design-Builder or Owner receives information specifically designated as “confidential” or “business
proprietary,” the receiving party shall keep such information strictly confidential and shall not disclose it to any other person
except as set forth in Section 16.6.2. The obligations in this Section 16.6 shall survive the termination of this Agreement.
§ 16.6.2 The receiving party may disclose “confidential” or “business proprietary” information after 7 days’ notice to the other
{CS: 00143276.DOCX }A

Page 55 of 69

party, when required by law, arbitrator’s order, or court order, including a subpoena or other form of compulsory legal process
issued by a court or governmental entity, or to the extent such information is reasonably necessary for the receiving party to
defend itself in any dispute. The receiving party may also disclose such information to its employees, consultants, contractors,
or subcontractors in order to perform services or work solely and exclusively for the Project, provided those employees,
consultants, contractors, and subcontractors are subject to the restrictions on the disclosure and use of such information as set
forth in this Section 16.6. In the event either party knows or reasonably believes that “confidential” or “business proprietary”
information received from the other party has been subject to any circumstance where the security, integrity, or confidentiality
of any of the “confidential” or “business proprietary” information has been compromised, damaged, lost, corrupted, destroyed,
or the “confidential” or “business proprietary” information has been accessed, acquired, modified, used, disclosed, or rendered
inaccessible, by any unauthorized person, by any person in an unauthorized manner, or for an unauthorized purpose, the party
experiencing the breach will provide written notice to the other party as soon as reasonably possible after it becomes aware of
any breach.
§ 16.6.3 “Confidential” or “business proprietary” information shall not include information:
.1
in the public domain, or which later enters the public domain, through no action on the receiving party’s part in
violation of this Agreement;
.2
already in the receiving party’s possession and not marked as “confidential” or “business proprietary” when
received;
.3
obtained by the receiving party on a non-confidential basis from a third party not known by the receiving party
to be under an obligation of confidentiality;
.4
that is independently developed by the receiving party without access to, or use of, any “confidential” or
“business proprietary” information; or

DRAFT

§ 16.7 Capitalization
Terms capitalized in the Contract include those that are (1) specifically defined, (2) the titles of numbered articles, or (3) the
titles of other AIA Contract Documents.
§ 16.8 Interpretation
§ 16.8.1 In the interest of brevity the Design-Build Documents frequently omit modifying words such as “all” and “any” and
articles such as “the” and “an,” but the fact that a modifier or an article is absent from one statement and appears in another is
not intended to affect the interpretation of either statement.
§ 16.8.2 Unless otherwise stated in the Design-Build Documents, words which have well-known technical or construction
industry meanings are used in the Design-Build Documents in accordance with such recognized meanings.
§ 16.9 The invalidity of any provision of this Agreement shall not invalidate this Agreement or its remaining provisions. If it is
determined that any provision of this Agreement violates any law, or is otherwise invalid or unenforceable, then that provision
shall be revised to the extent necessary to make that provision legal and enforceable. In such case this Agreement shall be
construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing this
Agreement.
§ 16.10 In accordance with Section 1.1.5, the Design-Builder shall coordinate with the Owner in establishing building
information modeling and digital data protocols for the Project governing the development, use, transmission, and exchange
of, and reliance on, digital data.
§ 16.10.1 Any use of, or reliance on, all or a portion of a building information model without agreement to written protocols
governing the use of, and reliance on, the information contained in the model shall be at the using or relying party’s sole risk
and without liability to the other party and its subcontractors or consultants, the authors of, or contributors to, the building
information model, and each of their agents and employees.
ARTICLE 17 SCOPE OF THIS AGREEMENT
§ 17.1 This Agreement is comprised of the following documents:
.1
AIA Document A141®–2024, Standard Form of Agreement Between Owner and Design-Builder for a
Traditional Design-Build Project
.2
AIA Document A141®–2024, Exhibit A, Insurance and Bonds
.3
AIA Document A141®–2024, Exhibit B, Design-Build Amendment, if executed
{CS: 00143276.DOCX }A

Page 56 of 69

.4
.5

Exhibit C – Pre-Construction and Design Services Fee Proposal and Scope
Exhibit D – Hourly Rates

This Agreement entered as of the day and year first written above.

DESIGN-BUILDER (Signature)
Justin Boheler - President
(Printed name and title)

DRAFT

OWNER (Signature)
Josh Ross – City Manager
(Printed name and title)

{CS: 00143276.DOCX }A

Page 57 of 69

RESOLUTION ACCEPTING NCDEQ FUNDING FOR LEAD & COPPER PROJECT #2
WHEREAS, the Bipartisan Infrastructure Law (BIL) of 2021 and North Carolina General Statute
(NCGS) 159G have authorized the making of loans to aid eligible, drinking-water
system owners in financing the cost of inventorying and replacing lead service
lines; and
WHEREAS, the North Carolina Department of Environmental Quality has offered a Drinking
Water State Revolving Fund – Lead Service Line Replacement (DWSRF-LSLR)
loan in the amount of $4,226,100, to conduct a Lead and Copper Service Replace
#2 study, hereafter referred to as the “Project”; and
WHEREAS, the City of Bessemer City intends to conduct said Project in accordance with a scope
of work that was approved by the North Carolina Division of Water Infrastructure.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF BESSEMER
CITY:
That City of Bessemer City does hereby accept the DWSRF-LSLR loan offer in the amount of
$4,226,100; and
That the City of Bessemer City does hereby give assurance to the North Carolina Department of
Environmental Quality that they will adhere to all applicable items specified in the standard
“Conditions” and “Assurances” of the Department’s funding offer, awarded in the form of a
DWSRF-LSLR loan; and
That Joshua M. Ross, MPA, City Manager, and successors so titled, is hereby authorized and
directed to furnish such information, as the appropriate State agency may request, in connection
with such application or the Project; to make the Assurances as contained above; and to execute
such other documents as may be required in connection with the application; and
That the City of Bessemer City has complied substantially with or will comply substantially with
all Federal, State and local laws, rules, regulations, and ordinances applicable to the Project, and
to Federal and State grants and loans pertaining thereto.
Adopted this the 9th of November 2026, at Bessemer City, North Carolina.
_______________________________
Becky S. Smith, Mayor

COBC-GOVBOD-2026-2027 R 7
Page 58 of 69

FORM FOR CERTIFICATION BY THE RECORDING OFFICER
The undersigned duly qualified and acting City Clerk of the Bessemer City does hereby certify:
That the above/attached resolution is a true and correct copy of the resolution authorizing the filing
of an application with the State of North Carolina, as regularly adopted at a legally convened
meeting of the City Council duly held on the 9th day of November, 2026; and, further, that such
resolution has been fully recorded in the journal of proceedings and records in my office. IN
WITNESS WHEREOF, I have hereunto set my hand this 9th day of November 2026.

(Signature of Recording Officer)
City Clerk
(Title of Recording Officer)

Note: an Attestation by the Clerk/Recording Officer may be used in lieu of the Form for
Certification by the Recording Officer.

COBC-GOVBOD-2026-2027 R 7
Page 59 of 69

Docusign Envelope ID: BA574513-27F4-8EC2-8006-A79D513A7A4C

October 19, 2026
Joshua Ross, City Manager
Bessemer City
132 West Virginia Avenue
Bessemer City, North Carolina 28016

SUBJECT:

Lead Service Line Replacement Program
Funding Offer
Bessemer City
Lead and Copper Service Line Replacement
Project No.: SRF-D-LSL-0158

Dear Mr. Ross:
Bessemer City has been approved for funding assistance according to the subject funding
offer. This offer is made subject to the Assurances and Conditions attached to this document.
Upon your acceptance, please submit the items below via Laserfiche at the following
link: https://edocs.deq.nc.gov/Forms/DW-Document-Upload-Form.
1.

One (1) copy of the original Offer and Acceptance Document executed by the
Authorized Representative for the project, along with the Conditions and
Assurances. Retain a copy for your files.

2.

A resolution adopted by the governing body accepting the funding offer and
making the applicable Conditions and Assurances contained therein. A sample of
a suggested format is enclosed.

3.

The Federal Identification Number and Unique Entity ID Number of the
Recipient (UEID required for federally funded projects)

4.

Sales-Tax Certification (form enclosed)

5.

One copy of the executed Engineering Services Agreement (if applicable)

Please note that closing costs for the current loan are 2% of the total loan amount, which
is $84,522. Please use the attached invoice to remit payment.

Page 60 of 69

Docusign Envelope ID: BA574513-27F4-8EC2-8006-A79D513A7A4C

Mr. Joshua Ross, City Manager
Bessemer City
October 19, 2026
Page 2 of 2

Disbursement requests are to be submitted via the DWI EBS System Log-in located at
https://www.ebs.nc.gov/logon/index.html. A reference copy of the Disbursement Request Form
(also found on the DWI website) has been enclosed for your convenience. The link to the online
portal and a list of frequently asked questions can also be accessed from the Division’s I Have
Funding webpage at https://www.deq.nc.gov/construction-disbursement-funds.
On behalf of the Department of Environmental Quality, I am pleased to make this
funding offer. Should you have any questions concerning this offer of funding, or any of the
stipulations outlined in this offer package, please contact Lauren Willhite either by email at
[email protected] or by telephone at 919-707-9173.

Sincerely,

Shadi Eskaf, Director
Division of Water Infrastructure, NCDEQ
Enclosures:

ec:

Offer and Acceptance Document
Assurances & Conditions
Federal ID and UEID Number Request Memo
Resolution to Accept Funding Offer (suggested format)
Sales-Tax Certification Form
Disbursement Request Form
Site Certification

Joshua Ross, City Manager ([email protected])
Slade Harvin, P.E., Harvin Engineering, PLLC ([email protected])
David Giachini, P.E. (Via DocuSign)
Mark Hubbard, P.E. (Via DocuSign)
Amanjit Paintal (Via Email)
Anita Spencer (Via DocuSign)
[email protected]
[email protected] (Via DocuSign)

DWI Agreement ID: 2000086230 (COM_LOX)

Page 61 of 69

Docusign Envelope ID: BA574513-27F4-8EC2-8006-A79D513A7A4C

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENTAL QUALITY
DIVISION OF WATER INFRASTRUCTURE
Funding Offer and Acceptance
Legal Name and Address of Award Recipient

Project Number: SRF-D-LSL-0158

Bessemer City
132 West Virginia Avenue
Bessemer City, NC 28016

Assistance Listing Number: 66.468
Unique Entity ID Number: J9DWLALP6NB3

Funding Program
Drinking Water
Stormwater
Wastewater

Additional Amount for
Funding Increases

Previous Total

BIL-DWSRF-LSLR Fund - Repayable Loan
BIL-DWSRF-LSLR Fund - Principal Forgiveness
State Reserve Loan
State Reserve Grant
State Reserve Earmark (S.L. 2023-134)
American Rescue Plan Act - Choose an item.

Total Offered

$4,226,100

Project Description:
Total Financial Assistance Offer:
Total Project Cost:
Estimated Closing Fee**:
For Loans
Interest Rate:
Maximum Loan Term:

Lead and Copper Service Line Replacement

$4,226,100
$4,226,100
$84,522
n/a
n/a

* Federal conditions and requirements will also apply to S.L 2023-134 projects co-funded with federal funds.
** Estimated closing fee calculated based on grant and loan amount.

Pursuant to North Carolina General Statute 159G:
• The applicant is eligible under Federal and State law,
• The project is eligible under Federal and State law, and
• The project has been approved by the Department of Environmental Quality as having sufficient priority to
receive financial assistance.
The Department of Environmental Quality, acting on behalf of the State of North Carolina, hereby offers the financial
assistance described in this document.
For The State of North Carolina:

Shadi Eskaf, Director, Division of Water Infrastructure
North Carolina Department of Environmental Quality
10/23/2026

Signature
On Behalf of:
Name of Representative in Resolution:
Title (Type or Print):

Date
Bessemer City

_

I, the undersigned, being duly authorized to take such action, as evidenced by the attached CERTIFIED COPY OF
AUTHORIZATION BY THE APPLICANT'S GOVERNING BODY, do hereby accept this Financial Award Offer and will comply
with the attached Assurances and the Standard Conditions.

Signature

Date
Page 62 of 69

Docusign Envelope ID: BA574513-27F4-8EC2-8006-A79D513A7A4C

APPLICABLE STANDARD CONDITIONS*
Project Applicant: Bessemer City

Project Number: SRF-D-LSL-0158

1. Social Authorities: Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act, The Age
Discrimination Act of 1975, Section 13 of the Federal Water Pollution Control Act Amendments of 1972, and
Equal Employment Opportunity (Executive Order No 11246, as amended) which prohibits activities that are
intentionally discriminatory and/or have a discriminatory effect based on race, color, religion, sex, sexual
orientation, gender identity, or national origin.

2. Environmental Authorities: National Environmental Act, National Historic Preservation Act, Archeological and
Historic Preservation Act, Protection of Wetlands, Flood Plain Management, Farmland Protection Policy Act,
Coastal Zone Management Act, Coastal Barriers Resources Act, Wild and Scenic Rivers Act, Endangered Species
Act, Essential Fish Habitat and the Safe Drinking Water Act applicability will be determined upon submittal of an
Environmental Information Document (EID) during the Engineering Report (ER) review process. Projects that do
not involve construction (e.g., inventory only) are not required to prepare an ER/EID.

3. Acquisition of Real Property must comply with all applicable provisions of the Uniform Relocation and Real
Property Acquisition Policies Act of 1970 (PL 92-646), as amended. The Applicant shall certify that it has or will
have a fee simple or such other estate or interest in the site of the project, including necessary easements and
rights-of-way, to assure undisturbed use and possession for the purpose of construction and operation for the
estimated life of the project using a certification form provided by DEQ.

4. Specific MBE/WBE (DBE) forms and instructions are provided that are to be included in the contract
specifications. These forms will assist with documenting positive efforts made by recipients, their consultants
and contractors to utilize disadvantaged businesses enterprises. Such efforts should allow DBEs the maximum
feasible opportunity to compete for sub agreements and subcontracts to be performed. Documentation of
efforts made to utilize DBE firms must be maintained by all recipients, and construction contractors, and made
available upon request.

5. Debarment and Suspension, Executive Order No. 12549: Subrecipients shall fully comply with Subpart C of 2 CFR
Part 180 entitled, “Responsibilities of Participants Regarding Transactions Doing Business with Other Persons,” as
implemented and supplemented by 2 CFR Part 1532. Recipient is responsible for ensuring that any lower tier
covered transaction, as described in Subpart B of 2 CFR Part 180, entitled “Covered Transactions,” includes a term
or condition requiring compliance with Subpart C. Recipient is responsible for further requiring the inclusion of a
similar term or condition in any subsequent lower tier covered transactions. Subrecipients may access suspension
and debarment information at: http://www.sam.gov. This system allows subrecipients to perform searches
determining whether an entity or individual is excluded from receiving Federal assistance.

6. The construction contract requires the contractor to adhere to Davis-Bacon and Related Acts Provisions and
Procedures as listed in the Code of Federal Regulations Chapter 29 Part 5 Section 5 (29 CFR 5.5). Public Law
pertaining to this is also enacted in Title 40, United States Code, Subtitle II Section 3141 through Section 3148.
Projects that do not involve construction (e.g., inventory only) are generally not subject to Davis-Bacon; however,
special circumstances may trigger Davis-Bacon requirements.

7. Projects funded through the BIL DWSRF-LSLR funds are required to comply with the Federal Build America, Buy
America Act (BABAA). BABAA requires that iron, steel, manufactured products, and construction materials used
in infrastructure projects are produced in the United States. Projects that do not involve construction (e.g.,
inventory only) are not subject to BABAA.

a. If your project qualifies for a BABAA waiver, American Iron & Steel (AIS) provisions will apply instead, as
required by H.R. 3547, “Consolidated Appropriations Act, 2014” Section 436, Division G, Title IV. The State
provides detailed requirements to be included in the construction contract specifications. Projects that
do not involve construction (e.g., inventory only) are not subject to AIS.
Page 63 of 69

Docusign Envelope ID: BA574513-27F4-8EC2-8006-A79D513A7A4C

8. Pursuant to 2 C.F.R. § 200.216, subrecipients cannot obligate SRF funds to: (1) procure or obtain; (2) extend or
renew a contract to procure or obtain; or (3) enter into a contract (or extend or renew a contract) to procure or
obtain equipment, services, or systems that use covered telecommunications equipment or services (described in
Public Law 115-232, Section 889) as a substantial or essential component of any system, or as a critical technology
as part of any system.

9. Payment of the sums specified herein are subject to and contingent upon the availability, allocation, and
appropriation of funds to the Department of Environmental Quality by the State or Federal government.
*Note: Condition 1 does not require anything to be submitted. Details on all of these conditions can be found in the EPA Cross-Cutter handbook.

ASSURANCES
Project Applicant: Bessemer City

Project Number: SRF-D-LSL-0158

1. The Applicant intends to complete the project in accordance with the application for financial assistance approved
by the Division. The Applicant acknowledges that in the event a milestone contained in the most recent BIL
DWSRF-LSLR Fund Intended Use Plan and/or the Letter of Intent to Fund is missed, the Department of
Environmental Quality may rescind this Funding Offer.

2. The Applicant is responsible for paying for the costs ineligible for BIL DWSRF-LSLR funding.
3. All aspects of the project, including the letting of contracts in connection therewith, conform to the applicable
requirements of State and local laws and ordinances.

4. The Applicant will provide and maintain adequate engineering supervision and inspection.
5. The recipient agrees to establish and maintain a financial management system that adequately accounts for
revenues and expenditures. Adequate accounting and fiscal records will be maintained during the course of the
project and these records will be retained and made available for a period of at least three years following
completion of the project.

6. All BIL DWSRF-LSLR funds loaned shall be expended solely for carrying out the approved project, and an audit
shall be performed in accordance with G.S. 159-34. Partial disbursements on this loan will be made promptly
upon request, subject to adequate documentation of incurred eligible costs, and subject to the recipient’s
compliance with the Standard Conditions of this Award. The Applicant agrees to make prompt payment to its
contractor, and to retain only such amount as allowed by North Carolina General Statute.

7. The Applicant will expend all of the requisitioned funds for the purpose of paying the costs of the project within
three (3) banking days following the receipt of the funds from the State. Please note that the State is not a party
to the construction contract(s) and the Applicant is expected to uphold its contract obligations regarding timely
payment.

Page 64 of 69

Docusign Envelope ID: BA574513-27F4-8EC2-8006-A79D513A7A4C

FEDERAL ID & Unique Entity ID # REQUEST MEMO
TO:

All Loan and Grant Recipients

SUBJECT:

Federal Identification Number

Please be advised that all local government units receiving grant or loan funds from the State of
North Carolina must supply their Federal Identification Number to this office upon acceptance
of your loan/grant offer.

RECIPIENT:

PROJECT NUMBER:

FEDERAL IDENTIFICATION NUMBER:
______________________________________________________________________________
UNIQUE ENTITY ID:

Page 65 of 69

Docusign Envelope ID: BA574513-27F4-8EC2-8006-A79D513A7A4C

RESOLUTION BY GOVERNING BODY OF APPLICANT (Suggested Format)
WHEREAS,

the Bipartisan Infrastructure Law (BIL) of 2021 and North Carolina General Statute (NCGS) 159G
have authorized the making of loans to aid eligible, drinking-water system owners in financing
the cost of inventorying and replacing lead service lines; and

WHEREAS,

the North Carolina Department of Environmental Quality has offered a Drinking Water State
Revolving Fund – Lead Service Line Replacement (DWSRF-LSLR) loan in the amount of (INSERT
dollar amount here: $____________) to conduct (INSERT project description here), hereafter
referred to as the “Project”; and

WHEREAS,

the (INSERT name of drinking-water system owner here) intends to conduct said Project in
accordance with a scope of work that was approved by the North Carolina Division of Water
Infrastructure.

NOW, THEREFORE, BE IT RESOLVED BY THE (INSERT NAME OF GOVERNING BODY HERE) OF THE (INSERT NAME
OF DRINKING-WATER SYSTEM OWNER: “CITY OF…”, “TOWN OF…”, “COUNTY OF” and so forth):
That (INSERT name of drinking-water system owner) does hereby accept the DWSRF-LSLR loan offer in the
amount of [INSERT dollar amount here: $____________]; and
That the (INSERT name of drinking-water system owner) does hereby give assurance to the North Carolina
Department of Environmental Quality that they will adhere to all applicable items specified in the
standard “Conditions” and “Assurances” of the Department’s funding offer, awarded in the form of
(SPECIFY here type(s) of loan or grant offered); and
That (INSERT here the name and title of your Authorized Representative), and successors so titled, is
hereby authorized and directed to furnish such information, as the appropriate State agency may request,
in connection with such application or the Project; to make the Assurances as contained above; and to
execute such other documents as may be required in connection with the application; and
That the (INSERT name of drinking-water system owner) has complied substantially or will comply
substantially with all Federal, State and local laws, rules, regulations, and ordinances applicable to the
Project, and to Federal and State grants and loans pertaining thereto.
Adopted this the (INSERT here date resolution adopted) at (INSERT place name here), North Carolina.
______________________________
(Signature of Chief Executive Officer)
______________________________
(Date)

C:\Users\rparkman1\Desktop\LSL\Resolution to Accept Funding Offer.docx
REVISED: 10-Mar-2025

Page 66 of 69

Docusign Envelope ID: BA574513-27F4-8EC2-8006-A79D513A7A4C

SALES-TAX REIMBURSEMENT CERTIFICATION FORM
(FOR FUNDING PROGRAMS IN THE DIVISION OF WATER INFRASTRUCTURE)

Applicant:
Project Number:
Check If Applicant is not a unit of government under North Carolina law
If Applicant noted above is a Unit of Government in North Carolina, check the applicable box below.
Sales Tax IS deducted in this scenario. Please show this on the disbursement requests.
The construction contract was bid with sales taxes and the unit of government will request
reimbursement from the DOR.
Sales Tax IS NOT deducted in either of these scenarios.
The construction contract was bid with sales taxes and the unit of government will not request
reimbursement from the DOR.
The construction contract was bid without sales taxes

(Printed Name and Title of Authorized Representative)

(Signature of Authorized Representative)

(Date)

Page 67 of 69

Docusign Envelope ID: BA574513-27F4-8EC2-8006-A79D513A7A4C

DISBURSEMENT REQUEST FORM

NC Division of Water Infrastructure

Funding Recipient:__________________________
DWI Project No._____________________________

Payment No.______________
Page No. ______
Period Covered From:________ To: __________

Cumulative Cost
to Date

Minus Ineligibles

Minus Overruns Not
App'd By Change Order

Subtotal of
Payable Cost

Contract 1

$1,200,000

($100,000)

($100,000)

$1,000,000

($50,000)

($50,000)

Contract 2

$505,000

($5,000)

$500,000

($25,000)

($10,000)

CONSTRUCTION
(Rename as appropriate)

Minus Retainage on Minus Cumulative
Payable Cost
Sales Tax

Other Adjustments
(Other Funds e.g.)

($500,000)

Minus Previously
Paid to Date

Requested For This
Pay Request

($300,000)

$100,000

($400,000)

$65,000

Contract 3
Contract 4
Contract 5

ENGINEERING

(Rename as appropriate)

Item 1

Cumulative Cost
to Date

Other Adjustments
(Other Funds e.g.)

$250,000

Minus Previoulsy
Paid to Date

Requested For This
Pay Request

($250,000)

$0

Item 2
Item 3
Item 4

OTHER COSTS

(Rename as Appropriate )

Cumulative Cost
to Date

Other Adjustments
(Other Funds e.g.)

Minus Previously
Paid to Date

Requested For This
Pay Request

Other Adjustments
(Other Funds e.g.)

Minus Previously
Paid to Date

Total Requested For
This Pay Request

Item 1
Item 2
Item 3

PAY REQUEST TOTALS

Cumulative Cost
to Date

Minus Ineligibles

Minus Overruns Not
App'd By Change Order

$1,955,000

($100,000)

($105,000)

Minus Retainage on Minus Cumulative
Sales Tax
Payable Cost

($75,000)

($60,000)

($500,000)

($950,000)

$165,000

Certification
Grant Percentage for SRP Projects:
- I certify that to the best of my knowledge and belief the incurred costs being requested for disbursement are in accordance with terms of the project and that this request represents the
monies due which have not been previously received and that an inspection has been performed and all work is in accordance with the terms and conditions of the award.
- For applicable SRF projects, the project remains in compliance with Davis-Bacon and American Iron and Steel conditions or is the process of remediating noncompliance.

%

You must check ONE of the boxes below or your payment will not be processed:
The funds requested above have already been paid to the respective vendors, consultants & contractors by the funding recipient
OR
The funds requested above have not been paid to the respective vendors, consultants & contractors.
Funds received from the State will be disbursed to these entities within three (3) banking days.

Type or Print Name and Title

Signature of Authorized Representative

Date

DWI comments

Instructions and notes on how to use this form

- Complete guidance for preparing disbursement requests can be found in section G.2. of the North Carolina SRF Program Overiew and Guidance that was included with your Funding offer (applicable to State grants and loans too) .
- The form, as downloaded, is filled out with sample numbers. It is suggested that the sample be used as a reference (saved or printed).
- Please submit ONE COPY of this form and backup documents when requesting funds.
- Only the Authorized Representive can sign this form, unless declared otherwise in a resolution.
- Construction contract line item overruns and engineering contract overruns must have approved change orders or engineering amendments before those costs will be paid.

Rev 01/12/24

Page 68 of 69

Docusign Envelope ID: BA574513-27F4-8EC2-8006-A79D513A7A4C

CERTIFICATION REGARDING UNIFORM RELOCATION
ASSISTANCE AND REAL PROPERTY ACQUISITION POLICIES
(URLAP) ACT OF 1970
Applicant:_____________________________
Project No.:____________________________
Project Name:__________________________
Please check appropriate boxes:
I certify that all real property (including easements) has been
acquired or condemnation proceedings have been entered into for
property thereby providing legal access for this project.
AND
I certify to the best of my knowledge and belief that the acquisition
of property specifically for the above referenced project is in
compliance with the URLAP Act of 1970 (the Uniform Act). The
acquisition either:
Acquisition of real property did not result in the
displacement of any person, business or farm operation.
or relocation was involved in the land acquisition, the
Federal Highway Administration (FHA) was contacted for
technical assistance.
OR
Compliance with the Uniform Act does not apply because the land
and/or easements associated with the above referenced project were
acquired prior to the inception of the project. Date land
acquired:_________________

I understand that a false statement on this certification may be grounds for rejection or
termination of this loan.

Signature of Applicant’s Authorized Representative or Attorney

Date

Typed Name and Title

Page 69 of 69