2025/06/04 Council Agenda Packet

15 Progressive Design Build Contract vouchers, memoranda, and other data relating to the Work, all of which Design-Builder shall preserve for a period of six (6) years after Final Payment. Such inspection shall take place at Design-Builder’s offices during normal business hours unless another location and time is agreed to by the parties. Any multipliers or markups agreed to by Owner and Design- Builder as part of this Contract are only subject to audit to confirm that such multiplier or markup has been charged in accordance with this Contract, but the composition of such multiplier or markup is not subject to audit. Article 9 Termination for Convenience 9.1 In addition to Owner’s other termination rights in the General Conditions, Owner may terminate the Contract for convenience. Upon ten (10) days’ written notice to Design-Builder, Owner may, for its convenience and without cause, elect to terminate this Contract or any portion of this Contract. If such termination occurs during Phase 1, then Owner shall pay Design--Builder for that portion of the Phase 1 Price that corresponds to the percentage of completion of Phase 1 Work in accordance with the Contract Documents, plus the reasonable administrative costs of the termination, but shall not be entitled to any other costs or damages whatsoever (including without limitation fee or profit on terminated Phase 1 Work). If such termination occurs during Phase 2, Owner shall (subject to the limitation set forth in Section 8.3 above) pay Design--Builder for that portion of the Contract Price that corresponds to the percentage of completion of Work in accordance with the Contract Documents, plus the reasonable administrative costs of the termination, but shall not be entitled to any other costs or damages whatsoever (including without limitation fee or profit on terminated Work). 9.2 The total sum to be paid to Design-Builder under this Article 9 shall not exceed the Phase 1 Price for Phase 1 and the Contract Price for Phase 2, as reduced by the amount of payments otherwise made, the price of Work not terminated, and as otherwise permitted by this Contract. The amounts payable to Design-Builder shall exclude the fair value of property not under Owner’s control which is destroyed, lost, stolen or damaged to become undeliverable to Owner. 9.3 Any claim, request for equitable adjustment or other demand for extra compensation or time extension by Design-Builder arising from or related to acts, events, occurrences, or omissions prior to the effective date of the convenience termination shall continue to be subject to and resolved in accordance with the rules (contractual or legal, express or implied) in effect prior to the termination. The convenience termination will not convert this Contract into a cost reimbursement contract. 9.4 The Parties understand and acknowledge that the Owner has the unilateral right under Section 9.1 above to terminate this Contract for convenience during or at the conclusion of Phase 1 with the object of having the Project completed by a 63-20 non-profit entity or similar model. Upon such termination, the Parties anticipate and understand that the non-profit entity will negotiate with the Design-Builder in good faith with the goal of Design-Builder and such entity entering into a Project design and/or construction contract, but with both Owner and Design-Builder acknowledging that such good-faith negotiations are not certain to succeed. If and when the entity and Design-Builder enter into a design and/or construction contract, Owner will (1) assign Owner’s rights to the Work Product under this Contract to the entity; and (2) provide such entity with all Work Product provided to Owner. If the entity and Design-Builder do not enter into contract that includes Phase 1B (or equivalent), (1) Owner will pay Design-Builder $81,000 (which is equal to 2.57% of the estimated fee for Phase 1B of $3,151,877); (2) Owner will assign Owner’s rights to the Work Product under this Contract to the entity; and (3) Design-Builder will provide such entity with all Work Product.