DESIGN-BUILD CONTRACT DOCUMENTS PART 1 DB …

1 SYRACUSE DIVISION BUNDLED BRIDGES TAS 17-37B, CONTRACT D800001 DESIGN-BUILD CONTRACT DOCUMENTS part 1 DB agreement Final, October 5, 2017 This page is intentionally left blank. New York State Thruway Authority Syracuse Division Bundled Bridges i part 1 - DB agreement TAS 17-37B, CONTRACT D800001 Final, October 5, 2017 Table of Contents ARTICLE 1 COMPENSATION .. 1 ARTICLE CONTRACT Price .. 1 ARTICLE Executory Clause .. 2 ARTICLE 2 CONTRACT TIME .. 2 ARTICLE Notice To Proceed .. 2 ARTICLE Interim Completion Milestone Date .. 2 ARTICLE Project Completion Date .. 2 ARTICLE Defined Completion Date(s) .. 3 ARTICLE Final Acceptance .. 3 ARTICLE 3 WORK TO BE DONE .. 3 ARTICLE 4 LICENSING .. 4 ARTICLE 5 DOCUMENTS FORMING THE CONTRACT .

2 4 ARTICLE 6 Minority and Women BUSINESS ENTERPRISE GOALS .. 5 ARTICLE 8 ALTERATIONS AND OMISSIONS .. 5 ARTICLE 9 PERIODIC PAYMENTS .. 5 ARTICLE No Periodic Payment on design -Builder s Non-Compliance .. 5 ARTICLE Final Payment .. 6 ARTICLE 10 RIGHT TO SUSPEND WORK AND CANCEL CONTRACT .. 6 ARTICLE 11. DETERMINATION AS TO 7 ARTICLE 12 SUCCESSORS AND ASSIGNS .. 7 ARTICLE 13 PROJECT ORGANIZATION .. 7 ARTICLE Authority s Project Organization .. 7 ARTICLE design -Builder s Project Organization .. 7 ARTICLE Written 8 ARTICLE 14. INSURANCE .. 8 ARTICLE General Conditions .. 8 ARTICLE Coverages and Limits.. 12 ARTICLE Lack of Insurance .. 15 ARTICLE 15 INDEMNIFICATION .. 16 ARTICLE 16 LIQUIDATED DAMAGES .. 17 ARTICLE 17 INDEPENDENT CONTRACTOR.. 17 New York State Thruway Authority Syracuse Division Bundled Bridges ii part 1 - DB agreement TAS 17-37B, CONTRACT D800001 Final, October 5, 2017 ARTICLE 18 ETHICS, CONFIDENTIALITY AND REQUIRED CERTIFICATIONS.

3 18 ARTICLE Ethics .. 18 ARTICLE Confidentiality and 18 ARTICLE New York State Finance Law Sections 139-j and 139-k .. 18 ARTICLE Covenant Against Contingent Fees .. 19 ARTICLE Performance Security .. 19 ARTICLE No Collusion or Fraud .. 19 ARTICLE Iran Divestment Act .. 19 ARTICLE 19 NOTICES REGARDING CLAIMS, LITIGATION AND RULINGS .. 20 ARTICLE 20 PROJECT LABOR agreement .. 20 ARTICLE 21 SELF PERFORMANCE .. 20 ARTICLE 22 design -BUILDER RESPONSIBILITY .. 20 ARTICLE 23 COOPERATION AND FURTHER ASSURANCES .. 21 ARTICLE 24 SEVERABILITY .. 21 APPENDIX A: STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS APPENDIX B: STATE PREVAILING WAGE RATES APPENDIX C: PROJECT LABOR agreement New York State Thruway Authority Syracuse Division Bundled Bridges 1 part 1 - DB agreement TAS 17-37B, CONTRACT D800001 Final, October 5, 2017 DESIGN-BUILD (DB) agreement CONTRACT : D_____,_____, TAS County(s): _____ THIS DB agreement , entered into this ___ day of _____, 20___, by and between by the NEW YORK STATE THRUWAY AUTHORITY, a public corporation of the State of New York (referred to herein as the Authority ) pursuant to the Infrastructure Investment Act, 2011 Laws ch.

4 56, the Highway Law and the Public Authorities Law, and _____, A corporation organized and existing under the laws of the State of _____, or A partnership, consisting of _____, or A Limited Liability Company (LLC), organized and existing under the laws of the State of _____, or A joint venture, consisting of _____, or An individual conducting business as _____, the location of whose principal office is _____, hereinafter called the design -Builder, with reference to the definitions of terms set forth in part 2, DB 101. WITNESSETH: That on _____ (the RFP Date ) the Authority issued a Request for Proposals for a DESIGN-BUILD CONTRACT for the [NAME OF PROJECT] (the Project ); and WITNESSETH: That on _____, 201_ (the Proposal Date ), the Authority received _____ proposals in response to the RFP, and following evaluation of the proposals, selected the design -Builder as the best value proposer.

5 And [blanks to be filled in prior to execution] WITNESSETH: That the Authority and the design -Builder, for the consideration hereinafter named agree as follows: ARTICLE 1 COMPENSATION ARTICLE CONTRACT Price As full compensation for the Work, the Authority will pay the design -Builder a lump sum of $ , which shall equal the total lump sum proposal price for the Project, as agreed to by the Authority, less the unused portion of the lump sum price for the DESIGN-BUILD Force Account Work (Item ). See also DB Section 109-9. The CONTRACT Price may be subject to adjustment from time to time by Orders on CONTRACT . See DB Section 101-3 for definitions of CONTRACT , CONTRACT Price, and Work. New York State Thruway Authority Syracuse Division Bundled Bridges 2 part 1 - DB agreement TAS 17-37B, CONTRACT D800001 Final, October 5, 2017 ARTICLE Executory Clause In accordance with Section 41 of the New York State Finance Law, this CONTRACT shall be deemed executory only to the extent of money available to the Authority for the performance of the terms hereof and no liability on account thereof shall be incurred by the State beyond moneys available for the purpose thereof.

6 ARTICLE 2 CONTRACT TIME ARTICLE Notice To Proceed The design -Builder agrees that it will begin the Work herein embraced upon receipt of the Notice To Proceed (NTP), unless the consent of the Authority, in writing, is given to begin at a later date, and that it will prosecute the same so that the Interim Completion Milestone Date(s) shown in Article , if applicable, shall be achieved, and that the Project shall be fully completed on or before the Project Completion Date set forth in Article See DB Section 100 General Provisions, section 101-3 for the definition of Project Completion. ARTICLE Defined Completion Milestone Date This Project s Defined Completion Milestone Date(s) will be calculated based on the Date of Bridge closure date, completed by the design -Builder with the addition of calendar days found on SCD-2 on Form SCD, see the particular BIN structures to obtain the bridge opening date (Defined Completion Milestone Date).

7 No extension beyond the Defined Completion Milestone Date(s) fixed by the terms of this CONTRACT shall be effective unless in writing signed by the Authority in accordance with the terms of State Finance Law 112. Any extension shall be for such time and terms and conditions as shall be fixed by the Authority, which may include the assessment of liquidated damages and a charge for engineering charges associated with Quality Assurance of design and construction activities or other expenses. Notice of application for such extension shall be filed with the Authority s Project Manager at least 15 days prior to the Defined Completion Milestone Date(s) fixed by the terms of this CONTRACT . design -Builder shall pay to Authority liquidated damages as provided in Article 16 of this agreement for failure to achieve Defined Completion Milestone(s) by the Defined Completion Milestone Date(s).

8 ARTICLE Project Completion Date The Project Completion Date will be calculated based on the Notice to Proceed date issued by the Authority. The Project Completion Date will be adjusted accordingly to coincide with this date. See DB Section 101 for the definition of Project Completion . No extension beyond the Project Completion Date fixed by the terms of this CONTRACT shall be effective unless in writing signed by the Authority. Any extension shall be for such time and terms and conditions as shall be fixed by the Authority, which may include the assessment of liquidated damages and a charge for engineering, inspection, or other expenses. Notice of application for such extension shall be filed with the Authority s Project Manager at least 15 days prior to the Project Completion Date fixed by the terms of this CONTRACT .

9 New York State Thruway Authority Syracuse Division Bundled Bridges 3 part 1 - DB agreement TAS 17-37B, CONTRACT D800001 Final, October 5, 2017 design -Builder shall pay to Authority liquidated damages as provided in Article 16 of this agreement for failure to achieve Project Completion by the Project Completion Date. ARTICLE Defined Completion Date(s) The project s Defined Completion Milestone Date(s) will be calculated based on the design -Builders closure of the structures as shown on Form SCD, adding the duration of closure, to arrive at the specific structure s opening date. Should the date of closure be delayed for reasons agreed to by the Authority, then the Deferred Completion Date(s) may be adjusted using the same calculation as provided above.

10 No extension beyond the deferred Completion Milestone Date(s) fixed by the terns of this CONTRACT shall be effective unless in writing signed by the Authority in accordance with the terms of State Finance Law 112. Any extension shall be for such time and terms and conditions as shall be fixed by the Authority, which may include the assessment of liquidated damages and a charge for engineering charges associated with Quality assurance of design and construction activities and/or other expenses. Notice of application design -Builder To achieve the Deferred Completion Milestone(s) by the Deferred Completion Milestone Date(s) ARTICLE Final Acceptance When in the opinion of the Authority s Project Manager the design -Builder has fully performed the Work under this CONTRACT , the Authority s Project Manager shall recommend to the Authority s Chief Engineer, the Final Acceptance of the Work so completed.