HomeMy WebLinkAboutResolution_BPW_04-06-22-05;_Envoy_Construction_Services,_LLC;_($25,388,670.00);_Public_Private_AgreeRESOLUTION NO. BPW 04-06-22-05
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR
WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter
into contracts; and
WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe
City; and
WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard,
has caused to be signed the Agreement attached hereto as Exhibit A (the “Contract”); and
WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and
Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review.
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as
follows:
1. The foregoing Recitals are incorporated herein by this reference.
2. The receipt of the Contract is hereby acknowledged.
3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public
for review.
SO RESOLVED this day of , 2022.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
James Brainard, Presiding Officer
Date:
Mary Ann Burke, Member
Date:
Lori S. Watson, Member
Date:
ATTEST:
Sue Wolfgang, Clerk
Date:
S:\\EBass\\MyDocuments\\BPW-Resolutions\\2022\\Acknowledge Agreement EnvoyConstruction Services, LLC (Carmel Police Station and City Court BOT).docx4/4/2022 8:24AM
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Not Present
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4/6/2022
April6th
4/6/2022
PUBLIC PRIVATE AGREEMENT
CARMEL POLICE STATION AND CITY COURT BOT)
This Public Private Agreement (Carmel Police Station and City Court BOT) (the "Agreement") is
executed this ___ day of March, 2022 (the “Effective Date”), by and between Envoy Construction Services,
LLC, an Indiana limited liability company (the “Developer”), and the City of Carmel, Indiana (the "City").
Recitals
WHEREAS, the Common Council ofthe City (the “Council”) adopted Resolution Number CC 02-
01-21-01 on February 1, 2021, permitting the City to procure projects via Indiana Code 5-23 et seq. (the
Act”);
WHEREAS, the Act grants theCity the authority toenter into agreements with private entities for
the planning, design, development, reconstruction, or repair of any public facility;
WHEREAS, pursuant to the Act, the City issued aRequest for Proposals and Qualifications on
April 23, 2021 (the “RFPQ”);
WHEREAS, onMay 19, 2021, the City received four responses to the RFPQ, including the
response of the Developer;
WHEREAS, after conducting athorough analysis of all responses to theRFPQ, the City’s
evaluation committee (the “Committee”) determined that the Developer’s proposal met the selection criteria
set forth in the RFPQ and recommended to the City and the Board of Public Works and Safety (the “Board”)
that apublic private agreement be awarded to Developer;
WHEREAS, as required by the Act, after receiving the recommendation of the Committee and after
publishing notice on June 29, 2021, the Board held apublic hearing on July 7, 2021, at which itaccepted
the recommendation of the Board and determined that the Developer should be designated as the preferred
offeror for the final negotiation and execution of this Agreement;
WHEREAS, on March 7, 2022, the Council adopted Resolution Number CC-03-07-22-01;
approving thefinal negotiation and execution of this Agreement with theDeveloper;
WHEREAS, this Agreement, along with any Ancillary Agreements (as hereinafter defined),
collectively constitute apublic-private agreement as contemplated under the Act, and is hereby entered
into in accordance with theAct and the provisions of the RFPQ;
WHEREAS, the City and the Developer desire to enter into this Agreement to formalize the terms
and conditions upon which the Project shall be delivered.
Agreement
1.Defined Terms.
Ancillary Agreements shall mean the Development Easement.
Assessments shall mean all general andspecial governmental and utility assessments levied on, against,
or with respect to the Project Site.
Available Funds shall mean: (a) the undisbursed proceeds of the Bond Proceeds; plus (b) any other
amounts deposited or held by Developer for the Project.
BIM shall mean Building Information Modeling.
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Bond Proceeds shall mean the proceeds of the $32,380,000 Carmel Municipal Facilities Building
Corporation Lease Rental Revenue Bonds Series 2021, issued by the City on August 1, 2021, of which a
maximum amount of $25,388,670 isavailable for disbursement to the Developer forthe Project under this
Agreement.
Bonds shall mean surety bonds provided on behalf of Developer for the construction of the Project,
specifically: (a) aperformance bond in the amount of 50% of the portion of the Project Budget forthe design
and construction of the Project; and (b) payment bond for 100% of the Project Budget; including any
contingency, consulting, construction management, and/or developer fees. The Bonds shall be effective
within 30 days of theNotice to Proceed. In the event thatthe Bonds are provided by aparty other than the
Developer, the City shall approve the form of the Bonds, such approval not to be unreasonably withheld,
conditioned, or delayed, to ensure such form provides for full coverage of the Project in an Event of Default.
Books and Records shall mean all of the books and records pertaining to: (a) the acquisition of materials
to construct, and the construction of, the Project in accordance with this Agreement and the Construction
Contract; and (b) the operating of thecompleted Project during the Operating Period.
Change Order shall mean a change order executed by Developer and City finalizing the inclusion into the
Final Plans ofa change proposed in aChange Order Request, which change has been approved; provided
that, inthe case of aPermitted Change, such change order shall be effective ifexecuted only by Developer.
Change Order Request shall mean awritten request for achange to the Final Plans.
City Approvals shall mean the approvals required by the City of Carmel, Indiana, its agencies, or its
departments related to the design and construction of the Project, including but not limited to zoning
approvals.
Claims shall mean claims, judgments, damages, liabilities, injuries, losses, costs, and expenses (including,
without limitation, attorneys' fees).
Closing shall mean the date on which the Developer: (a) executes the Ancillary Documents; and (b) the
Bond Proceeds are available for disbursement pursuant to thisAgreement and the Trust Indenture. At the
Closing, the Developer and City execute the Closing Documents.
Closing Date shall mean the date of the Closing.
Closing Documents shall mean the documents described in Section 6.
Commissioning shall mean the process by the City and its Commissioning Agent shall have the
opportunity to inspect, test, and operate the Project and its systems.
Commissioning Agent shall mean the company or person selected by City to assist it in performing the
Commissioning.
Construction Commencement shall mean the date construction commences onthe Project.
Construction Commencement Notice shall mean the written notice ofConstruction Commencement
provided by Developer to City.
Construction Contract shall mean the contract executed byand between Developer (or Developer’s
assignee under Section 19 of this Agreement) and General Contractor for construction ofthe Project in
accordance with the Final Plans, the approved Project Budget, and the terms and conditions of this
Agreement.
Construction Drawings shall mean construction drawings consistent with the Design Development
Documents and the Laws.
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Construction Manager shall mean an employee of the Developer, its affiliate, or the General Contractor
thatshall fulfill therequirements ofSection 4(b).
Construction Schedule shall mean a reasonably detailed schedule for construction of the Project, which
shall cause the Project to be completed no later than the dates listed in Exhibit I as identified and further
outlined in the GMP Report.
Construction Trade shall mean any trade or other discrete aspect of construction of the Project.
Cure Period shall mean a period of 30 days after aparty failing to perform or observe any term or condition
of this Agreement to be performed or observed by itreceives notice specifying the nature of thefailure;
provided that, ifthe failure is of such anature that itcannot be remedied within 30 days, despite the exercise
of reasonably diligent efforts, then the 30-day period shall be extended as reasonably may be necessary
forthe defaulting party to remedy the failure, so long as the defaulting party: (a) commences to remedy the
failure within the 30-day period; and (b) diligently pursues such remedy to completion.
Design Development Documents shall mean reasonably detailed design development drawings that are
consistent with the Schematic Design Drawings and the Laws.
Development Easement shall mean the access and construction easement granted by City in favor of
Developer for the purpose of constructing the Project.
Development Work shall mean the work tobe performed by Developer in accordance with the terms of
thisAgreement.
Disbursement Request shall mean awritten request by Developer for adisbursement of BondProceeds,
which request shall: (a) specify the total amount of Bond Proceeds being requested; (b) include invoices to
be paid (or amounts to be reimbursed toDeveloper) with the disbursed funds; and (c) include such
supporting documentation as would be required for Developer toobtain adisbursement of construction loan
proceeds (other than any supporting documentation: (i) specific to investment of Developer equity; or (ii)
related to updating any policy of title insurance).
Documentation Costs shall mean all fees, costs, and expenses incurred byDeveloper in connection with
drafting and negotiating: (a) this Agreement; and (b) any other documents contemplated by this Agreement
to be executed in connection with the Project.
Encumbrances shall mean any Liens, leases, mortgages, security interests, charges, judgments, judicial
awards, attachment or encumbrance of anykind with respect to the Project.
Event of Default shall have themeaning set forth in Subsection 17(a).
E-Verify Program shall mean: (a) the program currently operated by the U.S. Department ofHomeland
Security thatelectronically confirms an individual’seligibility towork in the United States, authority for which
isfound in Title IV, Subtitle A, of the Illegal Immigration Reform and Immigration Responsibility Act of 1996,
P.L. 104-208, 110 Stat. 3009 (USC §1324a), as amended; or (b) any successor work authorization program
designated by the U.S. Department of Homeland Security orsuch other federal agency as may be
authorized toverify the work authorization status of newly-hired employees. The E-Verify Program is the
E-Verify Program” defined in Indiana Code § 22-5-1.7-3.
FF&Eshall mean thefixtures, furniture, and equipment necessary to complete the construction, occupation,
anduse of theProject, all as further described on the FF&EPlan.
FF&EPlan shall mean the plan forthe FF&Eto be procured, paid for, and installed within the Project by
Developer. At theelection of Developer, the FF&EPlan may beincluded within the GMP Report.
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Final Documents and Drawings shall mean final Schematic Design Drawings, final Design Development
Documents, final Construction Drawings, final IT Plan, final FF&E Plan, Final Relocation Plan, and the final
Construction Schedule, as each is finalized and approved or reviewed by City pursuant to Section 9.
Final Observation shall mean an observation of the Project by City after substantial completion thereof.
Final Plans shall mean the aggregated Final Documents and Drawings.
Final Project Budget shall mean $25,388,670, as identified and outlined in the GMP Report. The Final
Project Budget shall include the: (a) Project Allowance; and (b) Owner’sAllowance.
Force Majeure shall mean, with respect to aparty: (a) an act or omission of the other party; or (b) any other
cause that is not within the reasonable control of such party (including, without limitation: (i) unusually
inclement weather; (ii) the unusual unavailability of materials, equipment, services or labor; and (iii) utility
orenergy shortages or acts or omissions of public utility provider.
General Contractor shall mean Envoy, Inc.
GMP Report shall mean the Carmel Police Station – Renovation and Addition GMP Report dated as of
March 16, 2022, which has been accepted by the City and which report is incorporated herein by reference
and attached as Exhibit H.
In Balance shall mean that the total of Available Funds, as presented by Developer to City at City’s request,
shall equal or exceed (without duplication) the aggregate of: (a) the amount required to be paid as retainage
to persons who have supplied labor, services, or materials to the Project, including without limitation, the
General Contractor, architects and/or design professionals, and all subcontractors; (b) the amount required
for anyadditional contingencies; and (c) the amount necessary to payfor all unpaid Project Costs incurred
orto beincurred in the completion of the construction of the Project.
Instruments of Service shall mean representations, in any medium ofexpression now known or later
developed, of the tangible and intangible creative worked performed by Developer or itssubcontractors,
including, but not limited to studies, surveys, models, sketches, drawings, specifications, digital models,
and other similar materials.
IT Infrastructure shall mean the conduit, cables, equipment, routers, audio visual equipment, and other
telecommunications infrastructure necessary to complete the construction and occupancy of the Final Plans
consistent with theConstruction Drawings.
IT Plan shall mean the plan for the procurement, installation, andset-up of the IT Infrastructure within the
Project by Developer. Atthe election of Developer, the IT Plan may be included within the GMP Report.
Latent Defect shall mean those material defects in the construction of the Project that: (a) are not
discovered; and (b) reasonably are notdiscoverable; by City during aPermitted Observation or the Final
Observation.
Laws shall mean all applicable: (a) laws, statutes, and/or ordinances; (b) governmental rules, regulations,
and/or guidelines; and (c) judicial orders, consents, and/or decrees.
Lien shall mean any and every lien against the Project or against any monies due or to become due from
theCity to Developer under thisAgreement, for or on account of the Development Work, including but not
limited to: (a) mechanics’ liens; (b) materialmens’ liens; (c) laborers’ liens; (d) architect’sliens; (e) engineer’s
liens; (f) land surveyor’sliens; and/or (g) lenders’ liens.
Material Defect shall mean any item or component of the Project that: (a) contains amaterial defect in
workmanship or materials; (b) deviates materially from the Final Plans; or (c) has not been constructed
materially in accordance with the terms andconditions of thisAgreement.
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Non-Compliance Notice shall mean awritten notice from City that identifies Material Defects with respect
to the Project discovered by City during aPermitted Observation orthe Final Observation.
Nonconforming Work means Development Work which is not conforming to the terms of this Agreement
or the Final Plans and for which City gives notice to Developer and an opportunity to cure in accordance
with Section 11(b)(v) hereof. Damage or defect to the Development Work caused after the Transfer by
abuse, alterations to the Project not performed by Developer or its subcontractors and/or vendors, improper
orinsufficient maintenance, improper operation, or normal wear andtear or normal usage that directly and
materially contributes to such nonconformity shall not constitute Nonconforming Work.
Notice to Proceed shall mean the written notice, which form of notice may include electronic mail, from
the City to the Developer in accordance with Section 9(g).
Observation shall mean aPermitted Observation orthe Final Observation, as applicable.
Operating Period shall mean the period: (a) commencing on theSubstantial Completion Date; and (b)
ending on the earlier of the date: (i) that is30 days after the Substantial Completion Date; or (b) that is
specified in awritten notice delivered by City toDeveloper; unless the Cityand Developer agree to a longer
operating period by executing aseparate operating agreement.
Owner’sAllowance shall mean an allowance for contingencies, including, but not limited to, City Change
Orders requested under Section 10(b), which allowance shall be: (a) ina minimum amount of $232,241;
b) shall be included in the Project Budget; (c) reserved foruse exclusively atthe direction of the City; and
d) reserved by Developer and not disbursed to Developer or expended for Project Costs unless such
expenditure is previously approved in writing by City. City may approve expenditure of the Owner’s
Allowance in fullor in part, for any cost related to the Project, as directed by City. For the avoidance of
doubt, any amount of the Owner’sAllowance which isnot directed and approved by the Cityto be expended
by Developer on the Project shall be remitted to the City at the conclusion of the Operating Period by the
Trustee, unless otherwise requested in writing by City. City and Developer acknowledge that the Owner’s
Allowance may be increased by any savings generated by a revised audio visual equipment and furniture
quote from CCS due to areduction in scope requested by City. The amount added to the Owner’s
Allowance based on such savings shall be equal to the amount of such savings actually generated as
compared to the previous price quote, which amount shall in no event exceed $62,759.
Owner’sRepresentative shall mean a person or persons designated by City in writing to observe
performance of the Development Work. Owner’sRepresentative shall have the authority to act for and on
behalf of City on all decisions required by City under this Contract. The initial Owner’sRepresentative shall
be JimCrider.
Permitted Change shall mean any change proposed by Developer to the Final Plans of the Project, so
long as such change: (a) is not inconsistent with the Schematic Design Drawings or Design Development
Documents approved by City for the Project; (b) does not result in the Final Plans containing structurally
flawed elements; (c) is in conformity with the Laws; (d) does not reduce thequality or the finish level ofthe
Project; and (e) does not make it unlikely, impracticable, or impossible for Developer to complete the
Project, or any component thereof, by the applicable date set forth in the approved Construction Schedule
for the Project.
Permitted Encumbrances shall mean, from time to time, any one or more of the following: (a) utility
charges, taxes, rates, and assessments not yet delinquent or otherwise appealed; (b) any encumbrance
arising out anyjudgment rendered which is being contested diligently and in good faith by Developer; (c)
any encumbrance arising in the ordinary course of business imposed by law dealing with Liens, the validity
of which is being contested diligently and in good faith by Developer and against which Developer has
established appropriate reserves; (d) licenses, easements, encumbrances, restricts, or other rights-of-way
which shall not in the aggregate materially and adversely impair the construction of the Project; (e)
applicable zoning and building bylaws and ordinances, municipal bylaws and regulations, and restrictive
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covenants, which do not materially interfere with the construction of the Project; (f) encumbrances created
onor before the Effective Date; (g) encumbrances created by achange in law on or after the Effective Date;
and (h) any encumbrance created by an act or omission of any governmental entity or with respect to which
theCity has given its consent.
Permitted Observation shall mean anobservation by City of any item or component of the Project when
reasonably deemed to be necessary or appropriate by City.
Plan Refinement Process shall mean the process set forth inSection 9for completion of the Final Plans
and the Project Budget.
Plan Schedule shall mean theschedule inaccordance with which Developer shall prepare and provide to
City the IT Plan, the FF&EPlan, and the Construction Schedule, which schedule is attached hereto as
Exhibit B.
Project shall mean the: (a) renovation of the existing City police department facility; and (b) construction of
an addition to the existing City police department facility to house additional police department and City
court space; to be constructed on the Project Site and as further described in theReference Information
Documents.
Project Allowance shall mean any allowances referenced in the GMP Report, other than the Owner’s
Allowance. Upon completion of aportion of theProject to which aProject Allowance is reserved, Developer
shall notify City at the next monthly meeting of the amount of such Project Allowance, ifany, that was
unused. Upon such notification, aProject Allowance shall become, shall increase the amount of, andshall
betransferred to, the Owner’sAllowance. In the event that aProject Allowance is insufficient to cover such
portion of the Project to which the Project Allowance isreserved, Developer shall notify City of thedeficiency
as soon as is reasonably practical, and City shall: (a) identify immediately available funds in the amount
necessary to fund such deficiency; or (b) approve aChange Order that would reduce the scope of
construction required to meet the funds available in that Project Allowance.
Project Approvals shall mean the approvals required by City, its agencies, or its departments related to
thedesign andconstruction of the Project, including but not limited to plan commission approvals.
Project Budget shall mean the budget for theProject Costs, as further described on Exhibit E.
Project Costs shall mean the fees, costs, and expenses to be incurred in connection with the Project,
including butnot limited to: (a) the Documentation Costs; (b) the costs incurred in connection with
determining that all of the conditions set forth in Section 7 have been satisfied and/or will be waived by
Developer and/or City; (c) the costs incurred in connection with the Closing (to the extent that such costs
are not included in the Documentation Costs); (e) the cost to develop, design, and construct the Project in
accordance with the terms and conditions of this Agreement; (f) contingencies in the amount approved
within the Project Budget; (g) the developer feein the amount approved within the Project Budget; (h) a
construction management fee in the amount approved within the Project Budget; and (i) any other
obligations set forth in the Reference Information Documents.
Project Documents shall mean the: (a) Instruments of Service; and (b) BIM.
Project Siteshall mean thereal estate commonly known as3Civic Square and 998 South Rangeline Road
in Carmel, Indiana, as further described on Exhibit A.
Project Purchase Price shall mean the Project Costs; provided that, the Project Purchase Price shall not
exceed $25,388,670unless otherwise approved by City pursuant to Section 9(g).
Real Estate Taxes shall mean all real estate taxes that may be attached to aproperty tax bill in the same
manner as real estate taxes, levied on, against, or with respect to the Project Site and/or the Project.
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Reference Information Documents shall mean the collection of information, data, documents, and other
materials that City has made available to Developer in connection with the Project for general or reference
information only and without any warranty as to their accuracy, completeness, orfitness for any particular
purpose, including but not limited to the: (a) RFPQ, including all subsequent addenda and communications
the “RFPQ”); and (b) Developer’ssubmission, including all amendments thereto, to the RFPQ .
Relocation Plan shall mean the plan for thecoordination, communication, physical moving, storage, and
other actions taken by Developer that are necessary to move various users and occupants of the Project
throughout its space while the renovation and new construction is completed.
Required Permits shall mean all permits, licenses, approvals, and consents required by the Laws for the
construction of the Project.
RFPQ shall mean that certain Request for Proposals and Qualifications issued by the City on April 23,
2021.
Sales Tax Exemption Formshall mean Indiana Department of Revenue Form ST-105 (General Sales Tax
Exemption Certificate), pursuant to which City shall represent that the acquisition of the materials to
construct the Project is exempt from Indiana sales and use tax.
Schematic Design Drawings shall mean detailed schematic design drawings that are consistent with the
Laws.
Site Information shall mean, with respect to theProject Site, copies of all reports and results ofsurveys,
soil water and engineering tests, and other tests, inspections, examinations, studies, and investigations
including, without limitation, any existing Phase IEnvironmental Assessment and any other environmental
reports) conducted by or for, or in the possession of, Developer as a result of Developer’sperformance of
anydue diligence on the Project Site.
Substantial Completion Date shall mean the date on which: (a) Developer delivers to City acopy ofthe
certificate of substantial completion of the Project architect which indicates that the Project has been
completed substantially in accordance with the Final Plans, subject to "punch-list" items to be identified in
connection with the Final Observation, which “punch-list” items do not materially affect the use of the Project
for itsintended use; and (b) Developer delivers to City acopy of the certificate of occupancy issued by the
City of Carmel.
Transfer shall mean the conveyance of the Project by Developer to City in aform acceptable to City that
transfers all Developer’srights in Project to City or its designee free of all Liens and/or Encumbrances at:
a) the expiration of the Operating Period; or (b) upon termination of this Agreement in accordance with the
terms and conditions ofSection 21.
Trust Indenture shall mean that certain Trust Indenture executed by and between the Carmel Municipal
Facilities Building Corporation andTrustee dated August 1, 2021.
Trustee shall mean BOKF, N.A., as “Trustee” under the Trust Indenture.
Unauthorized Alien shall have the meaning setforth in 8U.S.C § 1324a(h)(3).
Utility Services shall mean gas, electricity, telephone, water, storm and sanitary sewer, fiber and/or
internet access, and other utility services.
2. General Obligations.
a) Developer. Subject to the terms and conditions of this Agreement, Developer shall: (i)
enter into the Ancillary Documents; (ii) perform the Development Work; (iii) design the Project; (iv)
construct theProject on the Project Site; (v) operate the Project until the expiration of the Operating
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Period; (vi) upon the expiration of the Operating Period, execute the Transfer; and (vii) upon the
Transfer, provide City with ownership and control over the Project Documents.
b) City. Subject to the terms and conditions of this Agreement, City shall: (i) enter into the
Ancillary Agreements; (ii) take such action as necessary or reasonably appropriate to provide for
the City Approvals; (iii) upon Closing, obtain and make available the Bond Proceeds; and (iv) upon
theend of the Operating Period, execute the Transfer.
c) Cost of Performance. All obligations undertaken by each party shall be performed at the
cost of the party undertaking the obligation or responsibility, unless the other party has explicitly
agreed herein to bear all or a portion ofthe cost either directly, by reimbursement to the other party,
or through aChange Order.
d) Utility Availability. City, at its cost and expense, shall ensure that there are Utility Services
in adjoining public rights-of-way or properly granted and recorded utility easements that serve the
Project Site at adequate pressures, and in sufficient quantities and volumes, forthe construction
and use of the Project in accordance with the terms and conditions of this Agreement, including,
without limitation, that City, at its cost and expense, shall make any improvements outside the
Project Site that are necessary for City to satisfy the foregoing obligation with respect toUtility
Services. Developer shall notify City of any deficiency in the Utility Services serving any Project
Siteprior to providing the Final Project Budget.
e) Required Permit and Project Approvals Fees. City shall, where possible to reduce the
potential fee assessed, complete an application as the “Owner” of the Project for the Required
Permits, the City Approvals, and/or Project Approvals. The parties acknowledge that the Project
Site islocated in the permitting jurisdiction of the City.
f) Project In Balance. Notwithstanding anything tothe contrary contained in this Agreement,
itis expressly understood and agreed that the Project at all times shall be In Balance relative to the
Final Budget and Available Funds only (i.e., notwith regard to thetotal amount of Bond Proceeds,
aportion of which may be used by the City for other projects). Developer agrees that if for any
reason the Project is not In Balance, Developer shall immediately make available, upon request of
City, cash orother funds in an amount that will place the Project In Balance, which funds shall
remain available for the Project until thesubstantial completion thereof.
3. Term. This Agreement shall be effective asof the Effective Date and shall continue until the earlier
tooccur of: (a) termination of this Agreement by either party pursuant to its terms and conditions; or (b) the
Transfer.
4. Development Work.
a) Staffing Requirements. All persons engaged by Developer for Development Work shall
have requisite skills for the tasks assigned. Developer shall employ or engage and compensate
design professionals and other consultants to perform all architectural engineering and other
services required for the Development Work. All firms and personnel performing Development
Work, including thedesign professionals, General Contractor, subcontractor firms, and other
personnel, shall meet the licensing and certification requirements imposed by applicable Laws.
b) Construction Manager. Developer shall designate aConstruction Manager, who shall be
present on the Project Site when theDeveloper is performing the Development Work as necessary
to ensure the complete andaccurate development of the Project. The Construction Manager shall,
among other things, attend all meetings with the City relative to the development of the Project.
c) Compliance with Laws.
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i) Compliance Obligations. Developer shall perform theDevelopment Work
in compliance with all applicable Laws and shall cause the General Contractor and
its subcontractors to comply with the Laws.
ii) Governmental Approvals. Developer shall make all filings, applications,
and reports necessary to be made to obtain and maintain all governmental
approvals required for the performance of the Development Work (except for those
governmental approvals that are the responsibility of the City as specified herein)
andshall comply with the terms of such governmental approvals.
iii) Registration, Licensing, and Certification Requirements. Developer shall
ensure that all persons performing the Development Work, including the General
Contractor and all subcontractors, comply with allregistration, licensing, and
certification requirements imposed by the Laws.
d) Right of Entry. On or after the Effective Dateand pursuant to the terms of the Development
Easement, Developer and itsauthorized subcontractors shall have the right and anon-exclusive
license to enter on the respective Project Site, and other lands as may be specified in writing by
theCity and that are owned by or in possession and control of the City or subject to aright of entry
or access in favor of theCity, for the purpose of carrying out Developer’s obligations under this
Agreement. The Development Easement may be subject to interim limits on activities as directed
by the City. Absent agreement by the parties to a later date, the Development Easement shall
automatically terminate at the end of the Term.
e) Developer Control of Development Work; No City Responsibility. Developer shall have
total control of theDevelopment Work and shall effectively direct and supervise the Developer Work
so that itis undertaken incompliance with the terms of this Agreement. Developer shall have the
sole and exclusive responsibility and liability for the design, construction, and performance of the
Project during the Term. Nothing in this Agreement shall be interpreted as giving any responsibility
for the Development Work to the City or its advisors. The City may, atits cost, retain an Owner’s
Representative or advisors prior to andduring theperiod of the Development Work to consult with
and advise the City, but the City’s advisors shall have no authority torender decisions for or
otherwise bind the City. City may, via written notice toDeveloper, delegate its decision-making
authority toits Owner’sRepresentative. City may share with itsadvisors all information which the
City receives and/ordevelops with respect to the Project and the City’sadvisors may, at the request
or direction of the City, attend all meetings related to the development, design, and construction of
theProject to which the City has theright to be present. City’sadvisors shall be retained solely for
thebenefit of the City and the City’sadvisors do not owe any duty or responsibility to the Developer.
The City’sdecision to retain advisors shall in no manner change, affect, limit, or otherwise diminish
the duties and responsibilities of theDeveloper as established in this Agreement.
f) Materials, Labor, and Services. Developer shall furnish all necessary architectural, design,
and engineering services, labor, materials equipment, supplies, tools, scaffolding, transportation,
utilities, insurance, temporary facilities and utilities, completed structures, assemblies, fabrications,
acquisitions installations, testing, and things and services of every kind whatsoever necessary for
the full performance and completion of the Developer’sdesign, engineering, construction, and
commissioning of the Project during the Term. The materials, machinery, structures,
improvements, and equipment to be furnished as part of the Development Work shall be new, of
recent manufacture, andof good quality.
g) Standards of Workmanship and Materials. Where this Agreement does not specify any
explicitly quality or standard for construction material or workmanship, theDeveloper shall use only
workmanship and new materials of aquality consistent with that of construction workmanship and
those methods, means, techniques, standards, and practices, which, at the time they are to be
employed and in light of the circumstances known or reasonably believed to exist at such time, are
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generally recognized and accepted as good practice in the delivery of public or institutional facilities
serving purposes similar to the Project.
h) Quality Assurance and Quality Control. The Developer shall have the full responsibility for
quality assurance quality control of the Development Work.
i) Laydown Areas. Laydown and staging areas for construction materials shall beas
approved in the GMP Report. Developer shall bear all responsibility for arranging and, ifnecessary,
paying for the laydown and staging area indicated in the GMP Report. If required, Developer shall
also provide construction office space at its own cost and expense. If at any time during the
Developer’s work on the Project Site the City should require that Developer’s laydown and staging
areas be relocated, City shall bear all responsibility for arranging and, ifnecessary, paying for the
new laydown and staging area and the relocation of materials thereto.
j) Maintenance and Security of the Project Site. During performance of the Development
Work, the Developer shall be responsible for the overall maintenance and security of the Project
Site. The Developer shall keep the Project Site neat and orderly atall times, and shall clean up
and remove all rubbish and construction debris from the Project Site as theyaccumulate.
k) Title and Risk of Loss. Title tothe structures, improvements, fixtures, machinery,
equipment and materials constituting the Project shall pass to the City upon incorporation into the
Project, free and clear of allLiens as provided in this Agreement. Subject to the Builder’sRisk
policy held by the City, the Developer shall bear all risk of loss concerning the Development Work
during the term of the Development Work, regardless of the extent to which the loss was insured
or the availability ofinsurance proceeds.
l) Encumbrances. The Developer shall not directly or indirectly, without the City’sconsent,
create or permit to becreated or to remain, and shall promptly discharge or bond over any
Encumbrance arising on theProject, the Project Site, or the Development Work, other than the
Permitted Encumbrances, arising out of the Developer’sconstruction of theProject. To the extent
permitted by the Laws, the Developer waives any right orclaim to any Lien orEncumbrance upon
the Project or the Project Site that may exist under the Laws or in equity for failure of the City to
pay amounts due to the Developer.
m) BIM. Ifrequested by City, Developer shall use BIM for the Project, or portions thereof, as
mutually agreed by the parties. City and Developer shall agree onthe appropriate protocols and
terms and conditions applicable tothe use of BIM on the Project. City shall work collaboratively
with Developer to provide existing data and information, if any, required to integrate existing
facilities into the BIM model. Upon transfer of ownership of the BIM to the City, Developer shall
have full access to and right to use the BIM, until such time as City and Developer may mutually
agree otherwise.
n) Information Technology Work. Consistent with the approved IT Plan, Developer shall be
responsible for the installation ofall IT Infrastructure necessary to construct and equip the Project.
o) FF&E. Consistent with the approved FF&E Plan, Developer shall be responsible for the
procurement and installation of the FF&E.
p) Relocation. Consistent with the approved Relocation Plan, Developer shall be responsible
for the relocation of users and all FF&E within the Project during the renovation of existing spaces
and construction of new spaces, including but not limited to coordination of such move(s) in
collaboration with theCity users, physical relocation of all FF&Ewithin such space, andstorage of
such FF&E, ifrequired. The Relocation Plan shall take best efforts to ensure that such relocation
has the least disruptive impact on City operations as possible and shall at no point leave City
without the ability to operate within the Project.
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r) Commissioning. During the period between substantial completion of the Project andthe
Transfer, Developer shall: (a) coordinate theCommissioning of the Project with City and its
Commissioning Agent; (b) provide all relevant documents, including any results of any
Commissioning Tests; and (c) promptly address all issues identified by City and its Commissioning
Agent during such process.
5. Closing. Subject to the terms and conditions of this Agreement, the Closing shall occur on or
before April 15, 2022. The Closing Date shall be established mutually by Developer and City, and the
Closing shall take place at such location as Developer and City mutually agree. At Closing, the Bond
Proceeds (less any amount thereof to be disbursed at Closing) shall be available for disbursement in
accordance with the terms and conditions of this Agreement and the Trust Indenture.
6. Closing Documents. Atthe Closing, the documents and instruments set forth inthis Section shall
be executed and/or delivered, including:
a) theAncillary Agreements;
b) aconfirmation by each of Developer and City of the applicable representations and
warranties set forth inSection 8;
c) an affidavit affirming that Developer: (i) is enrolled in the E-Verify Program; (ii) is
participating inthe E-Verify Program; and (iii) does not knowingly employ, or contract with, any
Unauthorized Aliens;
d) copies ofsuch resolutions, consents, authorizations, and other evidence as either party
reasonably may request to establish that: (i) the persons executing and delivering the foregoing
documents have been empowered and authorized by all necessary action of Developer or City, as
the case may be; and (ii) the execution and delivery of such documents, and the performance by
Developer or City of its obligations hereunder and under the foregoing documents, have been
authorized by Developer or City, as the case may be; and
e) such other customary documents and instruments as either party reasonably may request
inconnection with the Closing.
7. Conditions.
a) Mutual. Unless waived inwriting by both ofDeveloper and City prior to the Closing, the
obligation of each ofDeveloper and City to proceed to the Closing is subject to thesatisfaction, as
of the Closing Date, of the conditions set forth inthis Subsection.
i) City and Developer have agreed on the form and substance of the Closing
Documents.
ii) Developer has obtained, orDeveloper and City are satisfied that
Developer will beable to obtain, all Required Permits, Project Approvals, and City
Approvals.
ii) Developer shall have submitted to City, and City shall haveapproved, the
GMP Report and related materials.
iii) City has obtained all necessary approvals for, and hasdetermined that it
will be able to sell any instruments required for, the availability of the Bond
Proceeds, including, but not limited to, Council approval.
iv) Developer is enrolled in the E-Verify Program.
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b) Developer. In addition to the conditions set forth in Subsection 7(a), the obligation of
Developer toproceed to the Closing is subject tothe satisfaction, as of the Closing Date, of the
conditions setforth in this Subsection.
i) Developer has determined that no test, inspection, examination, study,
investigation, or title search of or with respect to the Project Site establishes that
there are conditions that would interfere with, or prohibit, the construction of the
Project, including but not limited to environmental or geotechnical conditions, in
accordance with the terms and conditions of this Agreement.
ii) There is no continuing breach by City of this Agreement, and all of the
representations and warranties of City set forth in Section 8are true and accurate
in all respects.
c) City. In addition to the conditions set forth in Subsection 7(a), and except to the extent
waived by City prior to the Closing, the obligation of City to proceed to the Closing is subject to the
satisfaction, as ofthe Closing Date, of the conditions set forth in this Subsection.
i) There is no continuing breach by Developer of this Agreement.
ii) All of the representations and warranties of Developer set forth in Section
8are true and accurate in all respects.
d) Condition Failure. Ifone or more of the conditions set forth in thisSection is not, or cannot
be, timely and completely satisfied, then, as its sole and exclusive remedy, the applicable party
either may elect to: (a) waive satisfaction of theconditions and proceed to Closing; or (b) terminate
this Agreement by awritten notice to the other party; provided that, with respect to breaches of this
Agreement by aparty, the other party shall have the rights and remedies set forth in Section 12.
Notwithstanding anything to the contrary set forth herein, Developer and City shall work diligently
and in good faith to satisfy the conditions set forth in this Section.
8. Representations and Warranties.
a) City. City represents andwarrants that: (i) itis apublic body organized and existing under
the laws of the State of Indiana; (ii) itshall not enter into any contracts or undertakings that would
limit, conflict with, or constitute abreach of this Agreement; (iii) ithas the power to enter into this
Agreement and to perform its obligations hereunder; (iv) it has been authorized by proper action to
execute and deliver this Agreement, and to perform its obligations hereunder; and (v) this
Agreement, once executed, is its legal, valid, andbinding obligation.
b) Developer. Developer represents and warrants that: (i) it is a limited liability company
organized andexisting under the laws of the State of Indiana; (ii) it shall not enter into any contracts
or undertakings that would limit, conflict with, or constitute abreach of this Agreement; (iii) it has
the power to enter into this Agreement and to perform its obligations hereunder; (iv) it has been
authorized by proper action to execute and deliver this Agreement, and to perform its obligations
hereunder; (v) this Agreement, once executed, is its legal, valid, and binding obligation; (vi) there
is no legal proceeding in process, pending, orovertly threatened or publicly announced, that could
reasonably be expected tohave amaterial and adverse effect on the execution and delivery of this
Agreement; (vii) the Developer has carefully reviewed the whole of this Agreement and all Laws
and as taken all steps it considers reasonably necessary to satisfy itself that nothing contained
herein inhibits or prevents the Developer from developing the Project in accordance with this
Agreement; (viii) itis in compliance in all material respects with the Laws applicable to Developer’s
business and services.
c) Continuing Accuracy of Developer Representations. During theTerm, theDeveloper shall
not take any action, or omit to perform any act, that results in arepresentation and warranty made
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in this Section 8 becoming untrue. Developer shall promptly notify the City if any such
representation and warranty becomes untrue.
9. Plan Refinement Process.
a) Design Considerations. The design of the Project undertaken and performed by the
Developer shall beundertaken by adesign team exercising such degree of care, skill, and diligence
as would reasonably be expected from consultants qualified to perform services similar in scope,
nature, and complexity to the design, as of the date of thisAgreement.
b) Approvals. Developer, at its cost and expense, has submitted to City for its approval, and
City has approved, the Schematic Design Drawings, the Design Development Documents, the
Construction Schedule, and the GMP Report. The Schematic Design Drawings, Design
Development Documents, Construction Schedule, and GMP Report, respectively, shall be final,
subject to modifications byChange Orders.
c) Construction Drawings. Developer, atits cost and expense, has submitted to City for its
review and approval the Construction Drawings with respect to each Construction Trade, which
Construction Drawings have been approved by City. The Construction Drawings shall be final
construction drawings with respect to the applicable Construction Trade, subject to modifications
by Change Orders.
d) IT, FF&Eand Relocation Plans. In accordance with the Plan Schedule, Developer, at its
cost andexpense, shall submit to City forits approval the IT Plan, FF&EPlan, and Relocation Plan.
Within ten days after City receives the ITPlan, FF&E Plan, or Relocation Plan, City shall deliver to
Developer written notice of approval or rejection of the submitted drawings, documents, or
schedule; provided that, in the case of arejection, such notice shall: (i) specify the part or parts that
the City is rejecting; and (ii) include the specific basis for such rejection. Upon approval of the IT
Plan, FF&EPlan, or the Relocation Plan, such IT Plan, FF&EPlan, or Relocation Plan, respectively,
shall be final, subject to modifications by Change Orders.
e) Re-submissions. If, at any stage of the Plan Refinement Process, City rejects any
drawings, documents, orschedules, then, within ten days after Developer receives notice from City
of such rejection, Developer shall revise, and submit to City, the applicable drawings, documents,
or schedules. Within ten days after City receives the resubmitted drawings, documents, or
schedules, City shall deliver to Developer written notice of approval orrejection; provided that, in
the case ofa rejections, such notice shall: (i) specify the part or party that City is rejecting; and (ii)
include the specific basis for such rejection. Upon approval of the resubmitted drawings,
documents, or schedules, the resubmitted drawings, documents, or schedules shall become part
ofthe Final Plans subject to modifications by Change Orders.
f) Final Plans. Upon completion of the Final Documents and Drawings through the Plan
Refinement Process, the aggregated Final Documents and Drawings shall constitute the complete
Final Plans, subject to modification by Change Orders. All references herein to the Final Plans
shall be deemed to be references to the Final Documents and Drawings, until such time as all of
the Final Documents and Drawings are completed; provided that, when all of the Final Documents
and Drawings are completed, all references herein to the Final Plans shall be deemed to be
references to the Final Plans, as modified by Change Orders.
g) Budget/Costs.
i) As ofthe Effective Date, Developer has established the Project Budget
and committed to the delivery ofthe Project therein.
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ii) The Project Budget shall be the Final Budget, subject to modifications by
Change Orders. Final approval of the Project Budget by City shall be evidenced
by City issuing aNotice to Proceed.
iii) Notwithstanding any other provision of this Agreement, the Project Budget
shall not include any costs related to themitigation or remediation of environmental
or geotechnical conditions existing on, in, or at the Project Site prior to the
commencement of construction by Developer, unless such funds related to
unforeseen environmental orgeotechnical conditions have been released by City
toDeveloper. Inthe event thatDeveloper identifies any potential environmental or
geotechnical issues at the Project Site, Developer shall: (A) immediately cease
construction activity; and (B) provide written notice to City of such environmental
condition. City shall, within 30 days of such written notice, commence remediation
of such environmental or geotechnical condition. The cost of such remediation
shall be at the sole expense of the City. The Substantial Completion Date shall be
extended on aday for day basis for every day construction is delayed by City
remediation activity.
h) Sales Tax.
i) As soon as reasonably is practicable, Developer shall submit the
Construction Contract to City for itsreview.
ii) Promptly after receipt of the Construction Contract, City shall deliver the
Sales Tax Exemption Form to Developer at the notice address set forth in the
Construction Contract.
iii) Upon any assessment, or threatened assessment, of Indiana sales and/or
use tax in connection with the purchase of any materials to construct, install, and/or
complete the Project, Developer promptly shall notify City in writing. From and
after receipt of the foregoing notice, City shall provide such cooperation,
information, and assistance as Developer and/or its contractor reasonably shall
request.
iv) City shall indemnify and hold harmless Developer and the members,
directors, officers, and employees of Developer, from and against any and all
Claims arising from, or connected with: (A) the charging of Indiana sales and/or
use tax in connection with the purchase ofall or any portion of thematerials
incorporated into theProject; and/or (B) any interest and penalties assessed by
the Indiana Department of Revenue with respect to the non-payment or late
payment of Indiana sales and/or usetax in connection with the purchase of all or
any portion of the materials to construct, install, and/or complete the Project;
including, without limitation, reasonable attorneys’ fees and court costs. Cityshall
notbe responsible for thecharging of anytax related to Developer’sfailure to: (A)
apply for an exemption from Indiana sales and/or use tax; (B) comply with the
obligations of aparty claiming theexemption; or (C) cooperate with any audit or
investigation of the Indiana Department of Revenue regarding the sales tax
exemption used as part of this Project. The obligations of City under this clause
shall survive the termination of this Agreement.
i) Documents. Developer shall maintain: (a) at the Project Site all design and construction
documents, including acomplete set of record drawings; and (b) electronic access to all such
documents through FTP or other project share site reasonably acceptable to City. These
documents shall be available to theCity for reference, copying, and use, and a complete set of
such documents shall be delivered tothe City upon completion ofthe Development Work.
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j) Ownership of Design. All Final Plans shall constitute documents prepared for hire and
shall become property of the City, including transfer of all intellectual property rights and all other
tangible andintangible property interest. In the event that the Final Plans, orany portion thereof,
arenot deemed to be made on a “work for hire” basis, Developer irrevocably assigns all right, title,
and interest, including intellectual property rights, insaid Final Plans to the City. Developer agrees
to execute such additional documents as may hereafter be reasonably requested by the City to
further evidence such ownership and/or assignment to the City and Developer agrees to include or
require provisions in all contracts with its design professionals, contractors, and subcontracts that
are consistent with and implement the requirements inthis Agreement.
10. Change Orders.
a) Developer Changes. If Developer desires to make any changes to the Final Plans, then
Developer shall submit aChange Order Request to City for review and approval, together with an
estimate of any increases or decreases to the approved Project Budget that would result from the
change proposed in the Change Order Request. Within ten days after City receives the Change
Order Request, City shall deliver to Developer written notice that it approves or rejects the Change
Order Request; provided that: (i) City shall not withhold its approval unreasonably; (ii) itshall not
be unreasonable for City to reject aChange Order Request ifthe change proposed in the Change
Order Request would result in an increase inthe Project Budget; and (iii) ifCityapproves aChange
Order Request for achange that would result in an increase in the Project Budget, then,
notwithstanding anything to the contrary set forth herein, theamount of such increase shall be paid
by City: (A) as such costs are incurred; or (B) in such amanner that thepayment does not cause
Developer or the Project Budget to incur any additional cost; provided that, in no event shall
Developer have any obligations with respect to the payment of the amount of such increase. IfCity
rejects all or any part of the Change Order Request, then such notice shall: (i) specify the part or
parts that City isrejecting; and (ii) include the specific basis forsuch rejection. If City approves a
Change Order Request, then Developer and City shall execute aChange Order.
b) City Changes.
i) IfCity desires to make any changes to theFinal Plans, then City shall
submit aChange Order Request to Developer for review and approval. Within five
business days after Developer receives the Change Order Request, Developer
shall deliver to City written notice stating whether the change proposed in the
Change Order Request would result in an increase in the Project Budget; provided
that, if theproposed change would result in an increase, then such notice also shall
include an estimate of the amount of the increase.
i) If the foregoing notice states that the change proposed in the Change
Order Request would not result in an increase in the Project Budget, then, within
five business days after delivery of such notice, Developer shall deliver to City
written notice that itapproves or rejects the Change Order Request; provided that
Developer shall not withhold its approval unreasonably.
iii) If the foregoing notice states that the change proposed in the Change
Order Request would result in an increase in theProject Budget, then: (A) such
notice also shall include an estimate of the amount of the increase; (B) within five
business days after receipt of such notice, City shall provide written notice to
Developer as to whether City would like to withdraw the Change Order Request.
IfCity does not elect to withdraw the Change Order Request, then, within five
additional business days, Developer shall deliver to City written notice that it
approves or rejects the Change Order Request; provided that Developer shall not
withhold its approval unreasonably.
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iv) If Developer approves aChange Order Request, then Developer and City
shall execute aChange Order. If the approved Change Order Request is for a
change thatwill result in an increase in the Project Budget, then, notwithstanding
anything to the contrary set forth herein, the increase in the Project Budget shall
be paid by City in accordance with Section 10(a); provided that, in no event shall
Developer have any obligations with respect to the payment of the amount of such
increase.
v) If Developer rejects all orany part of the Change Order Request, then
such notice shall: (A) specify the part or parts that Developer is rejecting; and
B) include thespecific basis for such rejection.
vi) Notwithstanding any other provision of this Section, the Developer may
pre-approve the cost of certain City Change Order Requests, byincluding
reference and the proposed amount of such Change Order Request within the
GMP Report. For the avoidance of Doubt, City shall have the right to exercise any
Change Order Request without further approval of Developer atthe cost included
within the GMP Report upon such Change Order being expressly referenced within
the GMP Report.
c) Permitted Change. Notwithstanding anything to the contrary set forth herein: (i) Developer
shall not be required to obtain theapproval of City with respect toa Permitted Change; and (ii) a
Change Order with respect to aPermitted Change shall be effective ifexecuted only by Developer.
11. Construction.
a) Permits. Prior to commencing construction of the Project, Developer shall obtain and
submit to City forits review the Required Permits.
b) Construction. Developer shall construct the Project: (i) in agood and workmanlike manner;
ii) in accordance with the Final Plans (as modified by any Change Orders) and the terms and
conditions of this Agreement; (iii) in compliance with the Laws and the Required Permits; (iv) and
provide the City with awarranty that: (A) the materials and equipment furnished will be ofgood
quality and new unless the Final Plans require or permit otherwise; and (B) the Project has been
constructed in compliance with the Final Plans; (v) provide theCity with as-built Plan and to the
extent granted to Developer, grant to City alicense to use such Plans in the use, occupancy,
operation, maintenance, repair, alterations, and additions to the Project; and (vi) provide the City
with an assurance that the Developer will, for aperiod ofone (1) year from the date of the issuance
of the certificate of occupancy on the Development Work, correct any Nonconforming Work after
receipt of notice from the City to do so, unless the City has previously given Developer written
acceptance of such Nonconforming Work, provided aLatent Defect shall not have been deemed
accepted unless such Latent Defect is expressly identified in such written acceptance. If the City
fails to: (i) notify the Developer ofalleged Nonconforming Work with theone-year period; and (ii)
provide the Developer areasonably period of time to correct the Nonconforming Work; then City
waives the right to require correction of the Nonconforming Work by the Developer and waives the
right to make aclaim for breach of the Developer’sobligations under thissection of the Agreement.
If the Developer fails to correct Nonconforming Work within areasonable time during that period
Work; and (ii) after receipt of notice from the City, theCity may: (i) correct the Nonconforming
submit an invoice for reimbursement of the costs associated with such cure of the Nonconforming
Work, which shall be paid by Developer within thirty (30) days of submission thereof.
Notwithstanding any provision contained herein, restrictions on the length of warranties shall only
apply to labor and/or workmanship. Developer acknowledges that it shall assign to City the
manufacturer’swarranties, without limitation to time period. The provisions of this Section shall
survive termination of this Agreement.
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c) Safety and Security. Developer shall maintain safety at the Project Site during the term
and security at the Project Site during the period of the Development Work at alevel consistent
with the standards for such similar projects inthe immediate geographic area. Without limiting the
foregoing, Developer shall:
i) take all necessary precautions for the safety and security of the
Development Work and provide allnecessary protection to prevent damage, injury,
or loss caused by trespass, negligence, vandalism, malicious mischief, or any
other course related to theDevelopment Work for: (A) workers at and visitors to
the Project Site; (B) passersby, neighbors, and adjacent properties; and (C)
materials and equipment under the care, custody, or control of Developer or its
subcontractors on the Project Site;
ii) establish and enforce all necessary safeguards for safety and protections,
including posting danger signs and other warnings against hazards;
iii) implement a comprehensive safety program in accordance with the Laws;
iv) give all notices and comply with the Laws relating to the safety of persons
or property or their protection from damage, injury, or loss;
v) operate and maintain all equipment in amanner consistent with the
manufacturer’s safety requirements;
vi) provide for safe and orderly vehicular movements;
d) Operation. Developer shall operate the completed Project during the Operating Period;
provided that City shall be responsible for the direct payment of all costs and expenses incurred in
connection with such operation and Developer shall have no obligation to make any payment
related to the operation of the Project during the Operating Period.
e) Records. Developer shall keep and maintain true, correct, accurate, and complete Books
and Records. All Books and Records shall be kept and maintained in accordance with generally
accepted accounting principles consistently applied. City and its attorneys, accountants,
representatives, architects, engineers, and consultants at all reasonable times shall have: (i) free
access to, and rights of inspection of, the Books and Records; and (ii) the right to audit, make
extracts from, and receive from Developer originals oraccurate copies of, the Books and Records.
Nothing contained inthis Section 11(e) shall be construed as making the Books and Records public
records under the applicable Laws.
f) Bonds. Upon the issuance of the Construction Commencement Notice and until the Project
has: (i) received its certificate of occupancy; and (ii) Developer has demonstrated that all
outstanding payments have been made to subcontractors performing work and those persons or
entities providing labor, materials and services for the Project, subject to amounts withheld in
dispute or in retainage, to the sole satisfaction of the City; the Bonds shall be in effect.
Notwithstanding theobligation of the Developer to provide the Bonds as provided for in this
Agreement, the Developer also has an affirmative obligation to timely pay any and all
subcontractors, suppliers, laborers, and service and totake all other action necessary to prevent
the filing of Lienson the Project Site.
g) Warranties of Development Work. Developer shall, for the protection of the City, obtain
from the General Contractor, all subcontractors, vendors, suppliers, and other persons from which
Developer procures structures, improvement, fixtures, machinery, equipment, and materials to be
incorporated in to the Project such warranties and guarantees as are normally provided with respect
thereto and asare required under the Final Plans, each of which shall be assigned to the City from
and after the expiration of the Term to the full extent of the terms thereof. No such warranty shall
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relieve Developer of any obligation hereunder, and no failure of any warranted or guaranteed
structures, improvements, fixtures, machinery, equipment, or materials or afailure or refusal of a
contractor or supplier to honor its warranty obligations shall be the cause for any increase in the
Final Project Budget Costs or excuse any non-performance of the Development Work unless such
failure is related to abreach of thisAgreement by City.
h) Unauthorized Aliens. Developer: (i) shall verify the work eligibility status of all newly-hired
employees through the E-Verify Program; and (ii) shall not: (A) knowingly employ, or contract with,
anUnauthorized Alien; or (B) retain an employee, or contract with aperson, that Developer learns
is an Unauthorized Alien. To the extent required by IC §§22-5-1.7, Developer shall require its
contractor and each subcontractor to certify to Developer that, at the time of certification, the
contractor orsuch subcontractor: (i) does not knowingly employ, orcontract with, any Unauthorized
Aliens; and (ii) has enrolled, and isparticipating, in the E-Verify Program. Developer shall maintain
such certifications on file until the construction contract or the applicable subcontract expires oris
terminated.
i) No Discrimination. Developer shall not discriminate against any employee orapplicant for
employment because of race, sexual orientation, gender or gender identity, religion, color, national
origin, ancestry, age, disability, or United States Military service veteran status. Developer agrees
to, or cause its contractor or its subcontractors to: (i) post in conspicuous places, visible to
employees and applicants foremployment, notices setting forth the provisions of this Subsection;
and (ii) state, in all solicitations or advertisements for employees placed or published by oron behalf
ofDeveloper, that allqualified applicants will receive consideration for employment without regard
to race, sexual orientation, gender or gender identity, religion, color, national origin, ancestry, age,
disability, or United States Military service veteran status.
12. Observation.
a) Observation. Upon reasonable written notice delivered to Developer, which notice shall
specify the portion of the construction to be observed, City may perform aPermitted Observation.
If applicable after aPermitted Observation, City shall deliver aNon-Compliance Notice to
Developer.
b) Final Observation. Developer shall deliver to City awritten request for the Final
Observation of the Project at least five business days prior to the Substantial Completion Date. On
or before the later of the date that is five business days after: (i) receipt by City of such request; or
ii) the Substantial Completion Date; City shall: (i) conduct the Final Observation; and (ii) deliver to
Developer, ifapplicable, a Non-Compliance Notice. Upon: (i) correction of all Material Defects
identified in the Non-Compliance Notice; or (ii) deemed acceptance pursuant to Subsection 12(c);
City shall have no further inspection rights pursuant to thisAgreement with respect to the Project.
Within five business days after City conducts the Final Observation, Developer and City shall
identify the “punch-list” items. Developer shall complete all “punch-list” items within 60days after
the “punch-list” items are identified.
c) Non-Compliance. If City delivers to Developer aNon-Compliance Notice following an
Observation in accordance with this Section or after deemed acceptance asprovided for in Section
12(b), then Developer shall correct, as soon as ispracticable, all Material Defects identified in the
Non-Compliance Notice. All items or components of the Project with respect to which: (i) an
Observation isconducted; and (ii) no Material Defects are identified in atimely Non-Compliance
Notice; shall be deemed to be accepted by City.
d) Latent Defects. Notwithstanding anything to thecontrary set forth herein, noacceptance,
or deemed acceptance, by City pursuant to this Section shall beapplicable with respect toany
Latent Defects.
e) General.
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i) In connection with anyObservation pursuant to this Section, Cityshall: (A)
comply with all health and safety rules of which City has been informed that have
been established for personnel present on the construction site; and (B) coordinate
the observations so that the observations do not interfere with the performance of
construction. Developer shall have the right to accompany, and/or have its
construction manager accompany, City during any Observation.
ii) An acceptance, or deemed acceptance, by City pursuant to this Section
shall not mean that City has accepted, or Developer has been relieved of,
responsibility for: (A) compliance with the Laws; (B) the proper application of
construction means or methods; or (C) correcting any portion of the Project ifit
later is determined that such portion is inconsistent with the as-built plans as
described in Section 11(b) or proper completion of asubsequent portion of the
Project.
iii) Performance of anObservation by City shall not relieve Developer of its
obligations to obtain all inspections required by the Laws.
13. Disbursements.
a) Initial Disbursement. Attached as Exhibit Fis Developer’sinitial Disbursement Request.
b) Disbursement Requests. Upon the receipt from the Developer ofa Disbursement Request
with respect to theProject Costs (including the required accompanying documents and in the form attached
hereto as Exhibit G), City shall request that the Trustee disburse acorresponding amount of Bond Proceeds
to parties identified in the Disbursement Request pursuant to the terms and conditions of the Trust
Indenture, which may include the Developer if: (i) the Developer has previously paid costs identified in the
Disbursement Request; or (ii) the Developer is owed fees, other expenses, or unused contingency pursuant
to the Project Budget; provided that, no disbursement shall be made while there is a continuing Event of
Default by Developer that is occurring beyond the applicable cure period.
c) Frequency. City shall not be required to disburse Bond Proceeds more frequently than
monthly, or asotherwise required under the Trust Indenture.
14. Insurance.
a) Insurance Policies. During construction of the Project and terminating upon the Substantial
Completion Date, Developer shall maintain the policies of insurance, including but not limited to
Builder’sRisk, General Commercial Liability, and Workers Compensation, reflected on the
certificate attached hereto as Exhibit C. Each such policy shall be written by acompany reasonably
acceptable to City, and Developer shall provide notice of any intended modification to, or
cancellation of, such policy to City at least 30 days in advance. The policies of insurance required
by this Section to be maintained by Developer shall name City as an additional insured. Developer
shall deliver to City certificates of the insurance policies required by this Section, executed by the
insurance company or the general agency writing such policies.
b) Risk of Loss. Ifthe Project Site, or any part thereof, is: (a) damaged or destroyed by fire
or other casualty; or (b) taken by condemnation; then Citymay apply the proceeds or any insurance
policy orcondemnation award to the Final Project Budget.
15. Key Personnel.
a) Key Personnel Identified. Developer shallmake commercially reasonable efforts toretain,
employ, and utilize the individuals specifically identified in Exhibit D to fill the corresponding
positions listed therein. Developer shall not change or substitute such individuals except due to
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retirement, death, disability, incapacity, or voluntary or involuntary termination of employment, or
as otherwise approved by the City pursuant to Subsection 15(b).
b) Replacement. Developer shall provide notice to the City of anyproposed replacement for
any key personnel positions. The City shall have the right to review the qualifications and character
of each individual to be appointed to akey personnel position (including, personnel employee by
contracts to fill any such position) and to state any basis for disapproving Developer’suse of such
individual in such position prior to the commencement of any services by such individual.
c) Commitment to Project. Developer shall cause each individual filling a key personnel
position to dedicate the full amount of time necessary for the proper prosecution and performance
ofthe Development Work. Developer shall commit each of the key personnel identified inExhibit
D to the Project such as to reasonably ensure that all such individuals shall be able to fulfill their
respective duties on the Project.
16. Transfer. Upon the: (a) expiration ofthe Operating Period; or (b) a termination of this Agreement
pursuant to Section 21; Developer and City shall execute the Transfer. At the Transfer, the following
documents andinstruments shall be executed and delivered:
a) any documents reasonably required by City to evidence the conveyance of the Project to
the City or its designee;
b) aconfirmation by each of Developer and City of the applicable representations and
warranties set forth inSection 8;
c) “as-built” drawings, in the form of marked-up drawings maintained by Developer or its
subcontractors showing significant or material changes or deviations made from the Final Plans
during construction. Developer shall compile aset of final drawings, incorporating the “as-built”
information from the “as-built” drawings provided to it. City shall be entitled to assume the
information provided on the “as-built” drawings to be reliable and to accurately reflect the actual,
as-built conditions of the Development Work so depicted;
d) copies of such resolutions, consents, authorizations, and other evidence as either party
reasonably may request to establish that: (i) the persons executing and delivering the foregoing
documents have been empowered and authorized by all necessary action of Developer or City, as
the case may be; and (ii) the execution and delivery ofsuch documents, and the performance by
Developer or City of its obligations hereunder and under the foregoing documents, have been
authorized by Developer or City, as the case may be; and
e) such other customary documents and instruments as either party reasonably may request
in connection with the Transfer.
17. Default.
a) Events of Default. Itshall be an “Event of Default” ifeither party fails to perform or observe
any term or condition of this Agreement to be performed or observed by it: (i) with respect to the
obligation to pay money, ifsuch failure isnot cured within ten days after such payment isdue; and
ii) with respect to any other obligation, ifsuch failure is not cured within the Cure Period.
b) Remedies. Whenever an Event of Default occurs, thenon-defaulting party may take such
actions at law or in equity as are necessary or appropriate to: (i) collect any payments due under
thisAgreement; (ii) protect the rights granted tothe non-defaulting party under this Agreement; (iii)
enforce the performance or observance by the defaulting party ofany term or condition ofthis
Agreement (including, without limitation, the right to specifically enforce anysuch term or condition);
or (iv) cure, for the account of the defaulting party, any failure ofthe defaulting party to perform or
observe amaterial term orcondition of this Agreement to be performed or observed by it. If the
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non-defaulting party incurs any costs or expenses in connection with exercising its rights and
remedies under, or enforcing, this Agreement (including, without limitation, attorneys’ fees and
court costs), then the defaulting party shall reimburse the non-defaulting party for all such costs
and expenses (including, without limitation, attorneys’ fees and court costs), together with interest
atthe rate of 10% per annum.
c) No Remedy Exclusive. No right or remedy herein conferred upon, or reserved to, anon-
defaulting party is intended to be exclusive of any other available right or remedy, unless otherwise
expressly stated; instead, each and every such right orremedy shall be cumulative and in addition
toevery other right or remedy given under thisAgreement or now or hereafter existing at law or in
equity. No delay or omission by a non-defaulting party to exercise anyright or remedy upon any
Event of Default shall impair any such right or remedy, or beconstrued to be awaiver thereof, and
any such right or remedy may be exercised from time to time, and as often as may be deemed to
be expedient. To entitle anon-defaulting party to exercise any ofits rights or remedies, itshall not
be necessary for the non-defaulting party togive notice to the defaulting party, other than such
notice asmay be required by this Section orby the Laws.
d) Waiver. No failure to exercise, andno delay in exercising, any right orremedy under this
Agreement will be deemed to be awaiver of that right or remedy. No waiver of any breach of any
provision of this Agreement will be deemed to be a waiver of any subsequent breach of that
provision or of any similar provision.
e) No Special, Consideration, or Punitive Damages. In no event shall either party hereto be
liable to the other or obligated in any manner to pay to the other party any special, incidental,
consequential, punitive, or similar losses of damages based upon claims arising out of or in
connection with the performance or no=performance of itsobligations or otherwise under this
Agreement, or any representation made in this Agreement being materially incorrect, whether such
claims are based upon contract, tort, negligence, warranty, orany other legal theory. This Section
shall not limit the recovery of any such losses or damages under Section 18 (Mutual
Indemnification) in respect of claims by third parties.
f) Liquidated Damages for Failure to Meet Project Schedule. If Developer does notobtain a
certificate of occupancy for the Project by the date set forth in the Plan Schedule, liquidated
damages will be assessed and recovered by City to compensate City forsuch delay in completion.
City will incur substantial economic damages and losses which are and will hereafter be difficult or
impossible to quantify, ascertain, and prove as actual damages for such delay. Such damages are
foreseen to include, without limitation, extended or additional costs for observation or inspection,
or professional services provided by Owner Representative and Owner’s consultants. Accordingly,
in lieu of actual damages, and not as apenalty, Developer and its surety shall be liable to City, and
City shall be entitled to collect and recover from Developer and its surety, liquidated damages in
the amount of $1,000 per day for each calendar daythat acertificate of occupancy is not provided
beyond the date set forth in the Plan Schedule, as adjusted for time extensions pursuant to Force
Majeure. The amount of liquidated damages shall double every 15 calendar days that such failure
to complete the Project continues.
18. Mutual Indemnification.
a) Developer. Developer shall indemnify and hold harmless City from and against any and
allClaims arising from or connected with: (i) mechanics’ liens filed against the Project or the Project
Site for work performed by Developer or any party acting by, under, through, oron behalf of
Developer; (ii) breaches by Developer under contracts to which Developer is aparty, to the extent
that such contracts relate to the performance of any work on the Project Site by Developer or any
party acting by, under, through, or on behalf of Developer; (iii) injury to, or death of, persons or loss
of, or damage to, property, suffered in connection with performance of any work onthe Project Site
byDeveloper or any party acting by, under, through, or on behalf of Developer; (iv) the negligence
or willful misconduct of Developer or any party acting by, under, through, or on behalf of Developer;
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or (v) the breach by Developer of any term or condition of this Agreement, including but not limited
tothe failure of Developer to timely pay subcontractors, suppliers, laborers and service providers.
b) City. Cityshall indemnify and hold harmless Developer from and against any and all Claims
arising from or connected with: (i) the negligence or wilful misconduct of City or any party acting
by, under, through, or on behalf of City; or (ii) the breach by City of any term or condition of this
Agreement.
Notwithstanding anything to the contrary set forth herein, the obligations of theparties under this Section
shall survive the termination of this Agreement.
19. Assignment. Neither City nor Developer shall assign this Agreement without the prior written
consent of the other party, provided that: (a) without the prior written approval of Developer, Citymay assign
thisAgreement to another agency or instrumentality of the City that islegally able to perform the obligations
of the City hereunder; and (b) without theprior written approval of City, Developer may assign this
Agreement to any entity in which the principals of the Developer hold acontrolling interest. Notwithstanding
any assignment permitted under this Section, Developer or City, as the case may, shall remain liable to
perform all of the terms and conditions tobe performed by itunder this Agreement, and the approval by the
other party of any assignment shall not release Developer or City, as the case may be, from such
performance.
20. Notice. Any notice required or permitted to be given by either party to this Agreement shall be in
writing, and shall be deemed to have been given when: (a) delivered in person to the other party; or (b)
sent by national overnight delivery service, with confirmation of receipt, addressed as follows: to Developer
thatEnvoyConstructionServices, LLC, 8890 East 116Street, Suite 250, Fishers, Indiana46250, Attn: John
Barbee, with acopy to: Taft Stettinius & Hollister, One Indiana Square, Suite 3500, Indianapolis, Indiana
46204, Attn: Cameron G. Starnes, and to City at City Department of Administration, One Civic Square,
Carmel, Indiana 46032, Attn: Jim Crider, with acopy toCorporation Counsel, One Civic Square, Carmel,
Indiana 46032, Attn: Jon Oberlander and toWallack Somers & Haas, PC, One Indiana Square, Suite 2300,
Indianapolis, Indiana 46204, Attn: Adam W. Collins. Either party may change its address for notice from
time to time by delivering notice to the other party as provided above.
21. Termination and Incurred Expenses. If this Agreement terminates pursuant to the terms and
conditions of this Agreement, Developer shall: (a) assign to City its right, title, and interest in and to the
Final Plans and the materials obtained by itin connection with the due diligence undertaken by Developer,
ifany, which rights, title, and interest shall not prohibit City from using the Final Plans and materials in
connection with the construction of the Project; and (b) in accordance with theterms andconditions of this
Agreement, cause andcomplete the Transfer; within 10 days of notice of such termination.
22. Authority. Each undersigned person executing this Agreement on behalf of Developer and City
represents and certifies that: (a) he orshe has been empowered and authorized by all necessary action of
Developer and City, respectively, to execute and deliver this Agreement; (b) he or she has fullcapacity,
power, and authority to enter into and carry out this Agreement; and (c) the execution, delivery, and
performance of this Agreement have been authorized by Developer and City, respectively.
23. Force Majeure. Notwithstanding anything to the contrary set forth herein, ifeither party is delayed
in, or prevented from, observing or performing any of its obligations under, or satisfying any term or
condition of, this Agreement as aresult of Force Majeure; then: (a) theparty asserting Force Majeure shall
deliver written notice to the other party; (b) such observation, performance, or satisfaction shall be excused
for the period of days that such observation, performance, or satisfaction isdelayed or prevented; and (c)
the deadlines for observation, performance, and satisfaction, as applicable, shall be extended for the same
period.
24. Taxes. City shall be solely responsible for, and shall pay and discharge when due all taxes,
assessments, and other governmental charges that are lawfully imposed upon the Project Site, the Project,
or any party thereof.
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25. Reference Information Documents.
a) The City has provided and disclosed to the Developer the Reference Information
Documents. The Reference Information Documents are provided only for the purposes of
disclosure.
b) The City shall not be responsible or liable in any respect for any causes of action, claims,
or losses whatsoever suffered by the Developer or any person performing on its behalf by reason
of any use of information, opinions, or recommendations contained in, any conclusions the
Developer may draw from, or any action or forbearance in reliance on, the Reference Information
Documents, except to the extent that information in the Reference Information Documents is
expressly made the basis for any schedule or monetary relief available hereunder.
c) The City does not represent, warranty, or guarantee theaccuracy, completeness, orfitness
of and theDeveloper is not entitled to rely upon a presumption that: (i) theReference Information
Documents comply with, or are otherwise inconformity with, the requirements ofthis Agreement,
any necessary governmental approvals, or the Laws.
26. Non-Discrimination. The Developer shall not discriminate against any employee or applicant
available for employment, to be employed in the performance of this Agreement, with respect to hire, tenure,
terms, and conditions or privileges of employment, because of such person’srace, color, religion, sex,
disability, national origin, or ancestry.
27. Dealings with Iran. In accordance with Indiana Code 5-22-16.5, by executing this Agreement,
Developer certifies that Developer is not engaged in investment activities with Iran.
28. Debarment and Suspension.
a) Developer certifies, by entering into this Agreement, that neither itnor itsprincipals nor any
of its subcontractors are presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any
department, agency, or political subdivision of the State. The term “principal” for the purposes of
thisSection means an officer, director, owner, partner, key employee, or other person with primary
or supervisory responsibility, oraperson who has acritical influence or substantive control over
the operations of the Developer.
b) Developer certifies that ithas verified the state and federal suspension and debarment
status for all subcontractors receiving funds under this Agreement and shall be solely responsible
for any recoupment, penalties, or costs that might arise from the use ofasuspended or debarred
subcontractor. Developer shall immediately notify the City ifany subcontractor becomes debarred
or suspended, and shall, at the City’srequest, take all steps required by the City to terminate
Developer’scontractual relationship with the subcontractor forwork to be performed under this
Agreement.
29. Ownership of Project. The Project shall beowned by the City at all times. Developer shall not
have any legal, equitable, or other ownership interest in the Project.
30. Relationship of the Parties. Developer is an independent contractor of the City and the
relationship between the parties shall belimited to performance of this Agreement in accordance with its
terms. Neither party shall have anyresponsibility with respect to the services to be provided or contractual
benefits assumed by the other party. Nothing in this Agreement shall be deemed to constitute either party
apartner, agent, or legal representative of the other party. No liability or benefits, such as worker
compensation, pension rights or liabilities, or other provisions or liabilities arising out ofor related to a
contract employee as aresult ofthis Agreement or the performance thereof.
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31. Developer Assumption of Risk. Except to the extent expressly allocated tothe City or otherwise
provided for under this Agreement, all risks, costs, and expenses in relation to the performance by the
Developer of the obligations under this Agreement are allocated to, and accepted by, Developer as its entire
andexclusive responsibility.
32. Actions of the City in its Governmental Capacity. Nothing in this Agreement shall be interpreted
as limiting the rights and obligations ofthe City (or any department or agency thereof) under the Laws in
their governmental capacity.
33. Miscellaneous. Subject to Section 16, this Agreement shall inure to thebenefit of, and be binding
upon, Developer and City, and their respective successors and assigns. This Agreement constitutes the
entire agreement between Developer and City with respect tothe subject matter hereof, and may be
modified only by a written agreement signed byboth Developer and City. The invalidity, illegality, or
unenforceability of any one or more of the terms and conditions ofthis Agreement shall not affect the
validity, legality, or enforceability of the remaining terms and conditions hereof. Whenever in this
Agreement asingular word is used, it also shall include the plural wherever required by the context and
vice versa. This Agreement shall be governed by, and construed in accordance with, the laws of the State
of Indiana. Allproceedings arising in connection with this Agreement shall be tried and litigated only in the
state courts in Hamilton County, Indiana, or the federal courts with venue that includes Hamilton County,
Indiana. Developer waives, to the extent permitted under applicable law: (a) the right to atrial by jury; and
b) any right Developer may have to: (i) assert the doctrine of “forum non conveniens”; or (ii) object tovenue.
All Exhibits to this Agreement are attached hereto and incorporated herein by reference. The parties waive
the application ofany rule of law which otherwise would be applicable in connection with the construction
of this Agreement that ambiguous or conflicting terms orprovisions should be construed against the party
who (or whose counsel) prepared the executed agreement or any earlier draft ofthe same.
Remainder of page left intentionally blank.\]
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INDEX TO EXHIBITS
Exhibit A Depiction of Project Site
Exhibit B Plan Schedule
Exhibit C Required Insurance Policies (Developer)
Exhibit D Key Personnel
Exhibit E Project Budget
Exhibit F Initial Disbursement Request
Exhibit G Form of Disbursement Request
Exhibit H GMP Report
Exhibit I Construction Schedule Milestones
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EXHIBIT A
Depiction of Project Site
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EXHIBIT B
Plan Schedule
Plan Type: Completion Date:
IT Plan On or before the Closing Date
FF&EPlan On or before the Closing Date
Relocation Plan On or before the Closing Date
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EXHIBIT C
Required Insurance Policies (Developer)
Insurance shall be not less than the amounts set forth below:
A. Commercial General Liability (Occurrence Basis)
Covering bodily injury, personal injury, property damage, contractual liability, and product/completed
operations.
Each Occurrence Limit: $1,000,000
Damage to Rented Premises: $100,000 (each occurrence)
Medical Expense Limit: $5,000
Personal and Advertising Injury Limit: $500,000
General Aggregate Limit: $2,000,000 (other than products/completed
operations)
NOTE: GENERAL AGGREGATE TO APPLY PER PROJECT
Products/Completed Operations: $1,000,000
B. Auto Liability $1,000,000 (combined single limit) (owned,
hired, & non-owned)
Bodily Injury & Property Damage: $1,000,000 (each accident)
C. Excess/Umbrella Liability: $2,000,000 (each occurrence and aggregate)
D. Worker’sCompensation & Disability: Statutory
E. Employer’sLiability:
Bodily Injury by Accident/Disease: $100,000 each employee
Bodily Injury by Accident/Disease: $250,000 each accident
Bodily Injury by Accident/Disease: $500,000 policy limit
F. Professional Liability Insurance. Developer shall carry and maintain during the continuance ofthis
Agreement, professional liability insurance in the amount of $1,000,000 for single limit claims and
2,000,000 in theaggregate. Developer’spolicy of insurance shall contain prioracts coverage sufficient to
cover all work performed by Developer for thisProject. Upon City’srequest, Developer shall give prompt
notice to City of any and allclaims made against this policy during the period in which this policy is required
to be maintained pursuant to this Agreement. If the insurance is written on a claims-made basis and
coverage is cancelled atany time, Developer will obtain, at itscost, an extended reporting endorsement
which provides continuing coverage forclaims based upon alleged acts or omissions during the term of the
Agreement until allapplicable statute of limitation periods have expired.
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Developer shall provide City with acertificate of insurance, naming City as an “additional insured”, showing
such coverage then in force (but not less than the amount shown above), shall be filed with City prior to
commencement of any work. These certificates shall contain a provision that the policies and the coverage
afforded will not be canceled until at least 30 days after written notice hasbeen given tothe City.
Developer may, with the prior approval of City, substitute different types of coverage for those specified if
thetotal amount of protection is not reduced. Developer shall be responsible for all deductibles.
Nothing in the above provision shall be operate as or be construed as limiting the amount of liability of
Developer in the above enumerated amounts.
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EXHIBITD
KeyPersonnel
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EXHIBIT E
Project Budget
The Project Budget shall be the Final GMP (Total Construction, Equip, Load, Operate) referenced onExhibit
B “Cost Summary” of the GMP Report.
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EXHIBIT F
Initial Disbursement Request
To be provided at or prior to Closing.
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EXHIBIT G
Form ofDisbursement Request
DISBURSEMENT REQUEST
Disbursement No.: ___________________
Date: ___________________
Disbursement Amount: $______________________
the “Developer”), pursuant to aPublic Private Agreement (Carmel
Police Station and City Court BOT) dated March __, 2022, among the Developer and City of
Carmel, Indiana, hereby requests the disbursement of funds in theDisbursement Amount stated
above and certifies that such amount isin accordance with theattached AIA Document G702 and
AIA Document G703 and the attached invoices, lien releases and other documentation provided
in support of this Disbursement Request.
The issuance of anapplication for payment also shall constitute arepresentation that the
entities listin Schedule I attached hereto are entitled to payment in the amount certified, or that
the Developer has already paid such entities and isentitled to reimbursement in the amount
certified.
By:
Printed:_____________________________
Title:_______________________________
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EXHIBIT H
GMP Report
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Carmel Police Department New Headquarters AV
Envoy Companies
8890 E. 116th Street QUOTE NUMBER
Fishers, Indiana 46038 United States 180753-89587
317-594-4600 Revision:0
Modified:3/2/2022
PROPOSALVALID10DAYS
NOTE: Historically we have been able to guarantee prices for up to90+ days. However, due to the current environment for raw materials, fuel,
currency fluctuations, freight costs, etc... prices are valid for 10 days after the date of proposal and are subject to change without notice.
FREIGHTCOSTS
Due to rapidly increasing freight costs CCS will charge the customer for actual inbound shipping and handling charges. Any freight costs
shown in our proposal are an estimate only and are subject to change.
Presented By:
Account Manager: Rick Streb
Designed By: Terry Brush
CCS Presentation Systems
1256 Washington St
Columbus, IN 47201-5722 United States
800) 742-5036
https://ccsavpro.com
https://ccsavpro.com
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COMPANY PROFILE
Company Information
Overview
CIM Audio Visual, Inc. dba CCS Presentation Systems (CCS) was established in 1983. CCS is a leading
audio/visual systems designer and integrator providing advanced communications products, support services
and technology solutions for educational, governmental and corporate environments. Beyond offering state of
the art products and services, we create strategic options to meet your unique needs and deliver the optimal
communications environment. From system design to installation and product training to service and support
programs, we connect our clients with customized end-to-end solutions that are scalable, reliable and, above all,
simple to use. Past success has come from our highly experienced people taking the time to fully understand
the needs of our customers to provide creative solutions — solutions that ensure superior results and enable
our clients to effectively communicate.
CIM Audio Visual, Inc. dba CCS Presentation Systems is a corporation registered in the State of Indiana
CCS Presentation Systems is aCertified Audio Visual Solutions Provider (CAVSP) with over 50% of our
technical employees being CTS, CTS-Ior CTS-D certified.
Mission Statement
It is our mission to beUNIQUE; offering you visionary yet practical solutions. It is our duty to be
KNOWLEDGEABLE; helping you to make the best decision concerning your needs. It is our responsibility to be
DEPENDABLE; ensuring you success with daily operations requiring our products and services.
CCS Engineers and Integration staff have many years of classroom and field experience. CCS integration staff
keeps current with all our manufacturers’ certifications as well as the Industry’sgoverning body.
https://ccsavpro.com
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DocuSign Envelope ID: 5763FED6-9E94-4233-BEB5-3F762D281573
IMPORTANT NOTICE ONSUPPLY CHAIN CONCERNS
IMPORTANT INFORMATION - PLEASE READ
To Our Valued Customers:
WiththeCOVID-19pandemiccontinuingtospread,ithasbuiltadominoeffectincreatingmorehavoc
initswrath,disruptingmajorsupplychainsworldwide.Congestionatportsduetologisticaldemands
havealsocausedashortageinshippingcontainers.Inourindustry,theCOVIDpandemichascauseda
risingdemandforcomponentsusedinPC’sandaudiovisualproducts,whichinturn,hasresultedina
severe shortage in semiconductors, panels, memory and audio/visual equipment.
Inaddition,therapidgrowthofe-commerce,alonger-than-expectedshippingseason,andworldwide
equipmentshortages,arealldrivingfreightratestonewrecordheights.Wecannotprovideaccurate
freightcostsforanyprojectuntilafterweordertheproduct.Anyfreightshownonourquoteisjustan
estimate and may be adjusted.
Theseissueswilllikelyhaveanimpactonourproductsandservices.Deliverytimeswillbeconstrained
foranextendedperiodoftimeanditmaybeseveralmonthsbeforewecanreceivetheproduct.In
additionmanyofourmanufacturersarediscontinuingsomeproductsafterwehaveprovidedyoua
quote.Wewilldoourbesttoprovideaproductthatiscomparativelypricedandwillaskforyour
approvaltomakethechange,however,sometimesareplacementproductmaybemoreexpensivethan
theoriginalproductquoted.Wewillnotifyyouassoonaspossibleandaskforyoutoapprovethecost
increase via a change order.
Wehavealwaystriedtoprovideconsistencytoourcustomers.However,weareaskingforyour
understandinginthisdifficulttimeastheleadtimeandpriceforrawmaterialshaveincreased
tremendouslythisyear.Manyofoursuppliersareprovidinguswithmonthlyadjustmentstopricing
andextendedleadtimes.Ourproposalsareonlyvalidfor10daysfromthedateofproposal.Lead
timesfordeliveryoftheproductsmaybeseveralmonths.Itisimportanttoreceiveordersassoonas
possibleafterquotingsothatwecangetproductorderedandlockincosts.Wewillletyouknowafter
we order products from the manufacturers of any extended lead times.
CCS PresentationSystems
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DocuSign Envelope ID: 5763FED6-9E94-4233-BEB5-3F762D281573
SCOPE OFWORK
SUMMARY
ThepurposeofthisdocumentistoconstituteanagreementofthescopeandservicesprovidedbyCCS
PresentationSystems.Unlessnotedwithinthisdocumentoronthedrawingsas/ifprovided,CCSPresentation
Systemsshallfurnishtheequipment,accessoriesandmaterialslistedintheproposalfortheequipmentas
specified.Thenewsystemshallconsistofthefollowingelectronics,associatedmaterial,hardwareandwiring
necessaryforacomplete,satisfactorilyinstalledoperatingsystemwhichmeetsspecifiedrequirements.Items
outsideofthespecifiedsystemand/ordrawingswouldbeconsideredachangeand/oradditionstothescope
and may result in additional charges and possibly changes to the time line and/or both.
PAYMENT TERMS
NOTE:
Duetotheglobalsupplychainissuesitisimportantthatproductisorderedassoonaspossible.Manyofour
suppliers are experiencing back orders of 4 - 12 months due to the global chip shortage.
Duetothesize,scopeandpotentialmaterialbackordersforthisprojectCCSPresentationSystemswillinvoice
forequipmentassoonasitisreceivedinourwarehouse.Theequipmentwillbereceivedandstoredatour
securedwarehouseinColumbus,Indiana.Wewillprovidecopiesofpackingslipsfortheproductwithour
invoices, store and label all packages for the job and allow for inspection of the product.
PROGRESS PAYMENTS
ProgressPaymentswillberequiredforstoredmaterialsandworkcompleted.CCSwillprovidepicturesand
packingslipsforstoredmaterialswitheachmonthlypayapplicationandallowforinspectionoftheproductat
oursecuredlocationasneeded.Payapplicationswillbesubmittedmonthly.A5%retainagemaybewitheldon
each progress payment until the project is completed. Fowpz!Dpotusvdujpo
Tfswjdft!.!VomfttSCOPEOFWORKCLARIFICATIONSOpufe!Puifsxjtf
Theitemsshownbelowisworkthatmustbeprovidedbyothersandisnotincludedinourscopeofwork.CCS
projectdesignerandprojectmanagerwillworkwiththearchitect,generalcontractor,electricalcontractorand
owner to provide any clarifications needed.
CCS will provide the speakers and projection screens to the GC/EC for installation during construction.
1st Floor AV Rack
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
CCS PresentationSystems
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DocuSign Envelope ID: 5763FED6-9E94-4233-BEB5-3F762D281573
Providesufficientspace,HVAC,andpowerinthisroomwhichwillincludesix(6)20ampcircuitsonthe
samephaseandagroundbar.Conduitswillneedtobeprovidedbytheelectricalcontractortoabove
the accessible ceilings for AV cabling.
Cabletelevisionfeedistobeprovidedtothisroomwithdistributiontofive(5)ownerprovidedcableTV
tuners at the equipment rack.
OWNER PROVIDED EQUIPMENT
Five (5) owner furnished PC's. Qspwjefe0Jotubmmfe!cz!Pxofs
Five (5) owner furnished cable tv tuners. Qspwjefe0Jotubmmfe!cz!Pxofs
One (1) owner furnished Weather PCQspwjefe0Jotubmmfe!cz!Pxofs
Two (2) owner furnished AXIS CameraQspwjefe0Jotubmm!cz!Fowpz!Dpotusvdujpo!TfswjdftQspwjefe0Jotubmmfe!cz!Pxofs
Qspwjefe0Jotubmmfe!cz!PxofsOwnerFurnished800MHZRadioFeed
Owner furnished audio feed from the Carmel IT department. Qspwjefe0Jotubmmfe!cz!PxofsQspwjefe0Jotubmmfe!cz!PxofsQspwjefe0Jotubmmfe!cz!PxofsQspwjefe0Jotubmmfe!cz!PxofsQspwjefe0Jotubmmfe!cz!PxofsQspwjefe0Jotubmmfe!cz!Pxofs
TheThecustomercustomerisisresponsibleresponsibleresponsibleresponsibleresponsibleforforprovidingprovidingprovidingprovidinganyanyanyadditionaladditionaldatadatanetworknetworkswitch(s),switch(s),andan
dAVAVdatadatanetworknetwork wiringwiringrequiredrequiredforforthetheaudio/videoaudio/videodistributiondistributionsystem.system.ThiswillincludeallPOE+
dataconnectionsto thetouchpanels,schedulingpanels,occupancysensors,videoencoders/
decodersandsourcevideo equipment requiring network connections.Ijhimjhiufe!Qpsujpo!Pomz!.!Qspwjefe0Jotubmmfe!cz!
Pxofs 2nd Floor Rack Equipment Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!
Puifsxjtf WORKTO BE PERFORMEDBY OTHERS - NOTIN OUR SCOPEWORKTO BE PERFORMEDBY OTHERS - NOTIN OUR
SCOPE ProvideProvidesufficientsufficientspace,space,HVAC,HVAC,andandpowerpowerininthisthisroomroomwhichwhichwillwillincludeincludethreethree(3)(3)
2020ampampcircuitscircuitsonon thethesamesamephasephaseandandaagroundgroundgroundbar.bar.
ConduitsConduitswillwillneedneedtotobebeprovidedprovidedbybythetheelectricalelectricalcontractorcontractortotoabovetheaccessibleceilingsforAVcabling.above the accessible ceilings for AV
cabling. ElectricalcontractoristoprovideacablepathwayfromtheantennamastontherooftotheAVcloset.Electrical contractor is to provide a cable pathway from the antenna mast on the roof to the AV
closet. Qspwjefe0Jotubmmfe!cz!PxofsProvideanantennamastforanAM/FMandoffairantenna.Provide an antenna mast for an AM/FM and off air
antenna. TheTheGC/ECGC/ECmustmustprovideprovideandandinstallinstalltwotwo(2)(2)
BeldenBelden1189AP1189APquadquadshieldshieldcablecablebetweenbetweenthetheantennaantennamastmastandthe2ndfloorequipmentrack.and the 2nd floor equipment
rack. OWNER PROVIDED EQUIPMENT Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!
Puifsxjtf TheThecustomercustomerisisresponsibleresponsibleresponsibleresponsibleresponsibleforforprovidingprovidingprovidingprovidinganyanyanyadditionaladditionaldatadatanetworknetworkswitch(s),switch(s),
andan dAVAVdatadatanetworknetwork wiringwiringrequiredrequiredforforthetheaudio/videoaudio/videodistributiondistributionsystem.system.
ThiswillincludeallPOE+dataconnectionsto thetouchpanels,schedulingpanels,occupancysensors,
videoencoders/decodersandsourcevideo equipment requiring network connections. Ijhimjhiufe!Qpsujpo!Pomz!.!Qspwjefe0Jotubmmfe!
cz!Pxofs Standard Offices -
26 Rooms 005,006,007,072,143,147,148,149,150,158,159,162,163,164,173,174,175,176,217,
218,219, CCS
Presentation Systems Page 5
DocuSign Envelope ID: 5763FED6-9E94-4233-BEB5-3F762D281573
228, 229, 230, 241, 248 Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
A Chief PAC501B must be provided and installed by the GC/EC during construction.
The GC/EC must provide the required power and data connections in the back box.
AdatacablemustbeprovidedateachCPlocation.EachCPlocationwillneedadoublegangswitchboxforthe
touch panel.
A data cable must be provided above the ceiling ineach room for the AV occupancy sensor to the headend.
Summary:Eachoftheseroomswillrequirethree(3)dataconnectionstotheheadendasfollowsfortheAV
equipment.
Qty (1) at each "VO" display location back box 60" AFF
Qty (1) atthe "CP" location 44" AFF
Qty(1)attheOccupancySensorabovetheceiling.Coil15'ofcableonaJ-Hookandterminatetoa
biscuit.
Executive Offices - 15 Rooms
024, 028, 053, 114, 121, 123, 124, 125, 126, 127, 157, 165, 169, 171, 237
Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
A Chief PAC501B must be provided and installed by the GC/EC during construction.
The GC/EC must provide the required power and data connections in the back box.
AdatacablemustbeprovidedateachCPlocation.EachCPlocationwillneedadoublegangswitchboxforthe
touch panel.
A data cable must be provided above the ceiling in each room for the AV occupancy sensor.
Summary:Eachoftheseroomswillrequirefour(4)dataconnectionstotheheadendasfollowsfortheAV
equipment.
Qty (1) at each "VO" display location back box 60" AFF
Qty (1) at the "VI" location 18" AFF
Qty (1) atthe "CP" location 44" AFF
Qty(1)attheOccupancySensorabovetheceiling.Coil15'ofcableonaJ-Hookandterminatetoa
biscuit.
CCS PresentationSystems
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Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf003 - Roll Call Meeting Room
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
A Chief PAC501B must be provided and installed at each location by the GC/EC during construction.
The GC/EC must provide the required power and data connections in the back box.
A data cable must be provided at the table location for the touch panel.
A data cable must be provided at the table for the encoder.
AdatacablemustbeprovidedabovetheceilingfortheAVoccupancysensor.Coil15'ofcableonaJ-Hookand
terminate to a biscuit.
SUMMARY: This room will require five (5) owner provided data connections to the headend as follows.
Qty (1) at the "VO" display location back box 60" AFF
Qty (1) at the "VO" display location back box 60" AFF
Qty (1) under the table for connection of the Crestron touch panel.
Qty (1) under the table for connection of the Crestron encoder.
Qty(1)CrestronCEN-ODT-C-POEAVOccupancySensorabovetheceiling.Coil15'ofcableonaJ-Hook
and terminate to a biscuit.
Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf
010 - Roll Call Room
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
The GC/EC must provide the required power and data connections at the projector location.
TheGC/ECmustinstalltheprojectionscreenintheceilingandprovidetherequiredpowerandcontrolcablesto
theprojectionscreen.Thecontrolcableswillberanbacktotheheadendlocation.PLEASENOTE:TheAV
cpntractor will provide the projection screen.
AChiefPAC501BmustbeprovidedandinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
the required power and data connections in the back box.
TheAVcontractorwillprovidesix(6)QSCAD-C6T-LPceilingspeakers.TheGC/ECmustinstallthespeakers
during construction and provide wiring between each speaker and a feed from the headend location.
The GC/EC must provide two (2) data connections at the VI input plate location.
AdatacablemustbeprovidedattheCPlocation.TheCPlocationwillneedadoublegangswitchboxforthe
CCS PresentationSystems
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touch panel.
A data cable must be provided above the ceiling for the AV occupancy sensor.
SUMMARY: This room will require five (5) owner provided data connections to the headend as follows.
Qty (1) at the "VP" projector location above the ceiling and connected to the owners network.
Qty (1) at the "CP" location and connected tothe owners data network.
Qty (2) at the "VI" wall box.
Qty(1)CrestronCEN-ODT-C-POEAVOccupancySensorabovetheceiling.Coil15'ofcableonaJ-Hook
and terminate to a biscuit.
NOTE: These additional cables will need to be provided by the GC/EC from the headend location.
Qty (1) Belden 6200UE speaker feed from the headend rack location.
Qty(1)Belden9451Pcontrolwirefromtheheadendracklocationtotheprojectionscreenlowvoltage
control.
OWNER PROVIDED EQUIPMENTOWNER PROVIDED EQUIPMENT Ijhimjhiufe!Qpsujpo!Pomz!.!Qspwjefe0Jotubmmfe!cz!Pxofs
Thecustomerisresponsibleforprovidingalecternforuseinthisspace.The customer is responsible for providing a lectern for use inthis space.
031 - Crime Lab Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
AChiefPAC501BmustbeprovidedandinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
the required power and data connections in the back box.
A data cable must be provided at the table location for the touch panel.
AdatacablemustbeprovidedabovetheceilingfortheAVoccupancysensor.Coil15'ofcableonaJ-Hookand
terminate to a biscuit.
SUMMARY: This room will require four (4) owner provided data connections to the headend asfollows.
Qty (1) at the "VO" display location back box 60" AFF
Qty (1) at the table for connection of the Crestron touch panel.
Qty (1) at the table for connection of the Crestron encoder.
Qty(1)CrestronCEN-ODT-C-POEAVOccupancySensorabovetheceiling.Coil15'ofcableonaJ-Hook
and terminate to a biscuit.
Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf075 - Fitness Center (Gym)
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
CCS PresentationSystems
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AChiefPAC501BmustbeprovidedandinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
the required power and data connections in the back box.
AdatacablemustbeprovidedattheCPlocation.TheCPlocationwillneedadoublegangswitchboxforthe
touch panel.
TheAVcontractorwillprovidefour(4)QSCAD-C6T-LPceilingspeakerswillbeprovided.TheGC/ECmustinstall
thespeakersduringconstructionandprovidewiringbetweeneachspeakerandafeedfromtheheadend
location.
AdatacablemustbeprovidedabovetheceilingfortheAVoccupancysensor.Coil15'ofcableonaJ-Hookand
terminate to a biscuit.
NOTE: This room will require four (4) owner provided data connections to the headend as follows.
Qty (1) at the "VO" display location back box 60" AFF
Qty (1) at the "VO" display location back box 60" AFF
Qty (1) Crestron TSW-770-B-S wall mounted and connected to the owner provided data.
Qty (1) Crestron CEN-ODT-C-POE AV Occupancy Sensor above the ceiling.
NOTE: This additional cable will need to be provided by the GC/EC from the headend location.
Qty (1) Belden 6200UE speaker feed from the headend rack location.
Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf
100 - Lobby
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
AChiefPAC501BmustbeprovidedandinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
the required power and data connections in the back box.
NOTE: This room will require two (2) owner provided data connections tothe headend as follows.
Qty (1) at the "VO" display location back box 60" AFF
Qty (1) at the "VO" display location back box 60" AFF
Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf
109 - Conference
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
AChiefPAC501BmustbeprovidedandinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
the required power and data connections in the back box.
Adatacablemustbeprovidedatthetableforthetouchpanel.TheCPlocationwillneedadoublegangswitch
box for the touch panel.
CCS PresentationSystems
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AdatacablemustbeprovidedattheRSlocation.TheRSlocationwillneedadoublegangswitchboxforthe
touch panel.
AdatacablemustbeprovidedabovetheceilingfortheAVoccupancysensor.Coil15'ofcableonaJ-Hookand
terminate to a biscuit.
SUMMARY: This room will require five (5) owner provided data connections to the headend as follows.
Qty (1) at the "VO" display location back box 60" AFF
Qty (1) under the table for connection of the Crestron touch panel.
Qty (1) under the table for connection of the Crestron encoder.
Qty (1) Crestron CEN-ODT-C-POE AV Occupancy Sensor above the ceiling.
Qty (1) at the "RS" location 44" AFF for the Room Scheduling Panel
Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf110A - Training Room
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
Thisroomisadivisablespaceandcanbeusedastowindependentroomsoronelargespace.Whenusedasa
combined space all displays will show the same image.
The GC/EC must provide the required power and data connections at two (2) projector locations.
TheAVcontractorwillprovidetwo(2)DaLite34516LS60"x96"ceilingrecessedprojectionscreens.TheGC/EC
mustinstalltheprojectionscreensintheceilingandprovidetherequiredpowerandcontrolcablestothe
projection screen. The control cables will be ran back to the headend location.
AChiefPAC501BmustbeprovidedandinstalledateachlocationbytheGC/ECduringconstruction.TheGC/EC
must provide the required power and data connections in the back box.
TheAVcontractorwillprovidefour(4)QSCAD-C6T-LPceilingspeakersforeachroom.TheGC/ECmustinstall
thespeakersduringconstructionandprovidewiringbetweeneachspeakerandafeedfromtheheadend
location to each room.
The GC/EC must provide three (3) data connections at each "VI" plate.
AdatacablemustbeprovidedattheCPlocation.TheCPlocationwillneedasinglegangswitchboxforthe
Ipad control panel.
Adatacablemustbeprovidedateachcameralocationatthefrontandrearofeachroom.Asinglegangswitch
box will beneeded at each camera location 96" AFF as shown on the plan drawings.
Adatacablemustbeprovidedateachassistedlisteningsystemtransmitterlocationattherearofeachroom
near the camera location. A single gang switch box will be needed at 96" AFF
CCS PresentationSystems
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AdatacablemustbeprovidedabovetheceilingfortheAVceilingmicrophonearrayineachroom.Coil15'of
cable on a J-Hook and terminate to a biscuit.
AdatacablemustbeprovidedabovetheceilingfortheAVoccupancysensor.Coil15'ofcableonaJ-Hookand
terminate to a biscuit.
A data cable ina single gang box 18" AFF next to each VIlocation will be needed for an audio interface plate.
SUMMARY: Each room will require eleven (11) owner provided data connections to the headend as follows.
Qty (1) at the "VP" projector location above the ceiling.
Qty (1) at the "CP" location and connected tothe owners data network.
Qty (1) at the front camera location.
Qty (1) at the rear camera location.
Qty (1) at the assisted listening transmitter
Qty (1) at the audio wall plate interface location next to the VI plate.
Qty (1) at the ceiling microphone location.
Qty (3) at the "VI" wall box for connection of the microphone, touch panel and encoder .
Qty (1) Crestron CEN-ODT-C-POE AV Occupancy Sensor above the ceiling.
NOTE: These additional cables will need to be provided by the GC/EC from the headend location to each room.
Qty (1) Belden 6200UE speaker feed from the headend rack location.
Qty(1)Belden9451Pcontrolwirefromtheheadendracklocationtotheprojectionscreenlowvoltage
control.
OWNER PROVIDED EQUIPMENTOWNER PROVIDED EQUIPMENT Ijhimjhiufe!Qpsujpo!Pomz!.!Qspwjefe0Jotubmmfe!cz!Pxofs
Thecustomerisresponsibleforprovidingalecternforuseineachsideoftheroom.The customer is responsible for providing a lectern for use in each side ofthe room.
Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf113 - Police Records
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
AChiefPAC501BmustbeprovidedandinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
the required power and data connections in the back box.
AnHDMItransmitterwallplatewillbeinstalledatthe"VI"locationandconnectedtoamatching
receiver/autoswitcheratthedisplaylocation.PLEASENOTE:Thisinputisforinroomdisplayonlyandisnot
connectedtothebuildingvideonetwork.CCSwillprovideandinstallthecablebetweentheVIplateandthe
display.
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This room will be controlled by the touch panel in the Records supervisor office.
AdatacablemustbeprovidedabovetheceilingfortheAVoccupancysensor.Coil15'ofcableonaJ-Hookand
terminate to a biscuit.
SUMMARY: This room will require two (2) owner provided data connections to the headend asfollows.
Qty (1) at the "VO" display location back box 96" AFF
Qty (1) Crestron CEN-ODT-C-POE AV Occupancy Sensor above the ceiling.
Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf
117 - Interview Room
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
AChiefPAC501BmustbeprovidedandinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
the required power and data connections in the back box.
AdatacablemustbeprovidedabovetheceilingfortheAVoccupancysensor.Coil15'ofcableonaJ-Hookand
terminate to a biscuit.
NOTE: This room will require two (2) owner provided data connections tothe headend as follows.
Qty (1) at the "VO" display location back box 96" AFF
Qty (1) Crestron CEN-ODT-C-POE AV Occupancy Sensor above the ceiling.
Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf
120 - Public Info Open Office
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
AChiefPAC501BmustbeprovidedandinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
the required power and data connections in the back box.
AdatacablemustbeprovidedattheCPlocation.TheCPlocationwillneedadoublegangswitchboxforthe
touch panel.
AdatacablemustbeprovidedabovetheceilingfortheAVoccupancysensor.Coil15'ofcableonaJ-Hookand
terminate to a biscuit.
SUMMARY: This room will require three (3) owner provided data connections to the headend as follows.
Qty (1) at the "VO" display location back box 60" AFF
Qty (1) at the "CP" location and connected tothe owners data network.
Qty (1) Crestron CEN-ODT-C-POE AV Occupancy Sensor above the ceiling.
123 - Production Space
CCS PresentationSystems
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Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
AChiefPAC501BmustbeprovidedandinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
the required power and data connections in the back box.
A data cable must beprovided at the CP location for the touch panel.
A data cable must be provided at the table for the encoder.
A data cable must be provided at the VI location.
AdatacablemustbeprovidedabovetheceilingfortheAVoccupancysensor.Coil15'ofcableonaJ-Hookand
terminate to a biscuit.
NOTE: This room will require five (5) owner provided data connections to the headend as follows.
Qty (1) at the "VO" display location back box 60" AFF
Qty (1) at the "VI" display at 18" AFF
Qty (1) at the "CP" location at 44" AFF for the touch panel.
Qty (1) under the table for connection of the table encoder
Qty (1) Crestron CEN-ODT-C-POE AV Occupancy Sensor above the ceiling.
Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf135 - Break Room
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
AChiefPAC501BmustbeprovidedandinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
therequiredpoweranddataconnectionsinthebackbox.Verifymountingheightwiththeownerforthese
displays.
A data cable must beprovided at the CP location for the touch panel.
AdatacablemustbeprovidedabovetheceilingfortheAVoccupancysensor.Coil15'ofcableonaJ-Hookand
terminate to a biscuit.
SUMMARY: This room will require four (4) owner provided data connections to the headend asfollows.
Qty (1) at the "VO" display location back box 60" AFF
Qty (1) at the "VO" display location back box 60" AFF
Qty (1) at the "CP" location to the owner provided data.
Qty (1) Crestron CEN-ODT-C-POE AV Occupancy Sensor above the ceiling.
141 - Intel Hallway Open Office
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Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!PuifsxjtfWORKTOBEPERFORMEDBYOTHERS - NOT IN OUR SCOPE
AChiefPAC501BmustbeprovidedandinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
therequiredpoweranddataconnectionsinthebackbox.Verifymountingheightwiththeownerforthese
displays.
A data cable must beprovided at the CP location for the touch panel.
SUMMARY: This room will require three (3) owner provided data connections to the headend as follows.
Qty (1) at the "VO" display location back box 60" AFF
Qty (1) at the "VO" display location back box 60" AFF
Qty (1) at the "CP" location to the owner provided data.
146 - Investigations Conference Room Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
AChiefPAC501BmustbeprovidedandinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
therequiredpoweranddataconnectionsinthebackbox.PleaseverifylocationoftheroughinswiththeAV
contractor.
TheAVcontractorwillprovidetwo(2)ChiefPAC526FCWwallboxeswithcoverforfuturedisplaysasshownon
theplandrawings.TheseboxesmustbeinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
the required power and data connections in the back box.
A data cable must be provided at the VI location.
A data cable must beprovided at the CP location for the touch panel.
Adatacablemustbeprovidedabovetheceilingforthemicrophone.Coil15'ofcableonaJ-Hookand
terminate to a biscuit.
AdatacablemustbeprovidedabovetheceilingfortheAVoccupancysensor.Coil15'ofcableonaJ-Hookand
terminate to a biscuit.
A data cable must beprovided at each RS location.
NOTE: This room will require twelve (12) owner provided data connections to the headend as follows.
Qty (2) at the "VO" display location back box 60" AFF
Qty (2) at the "VO" display location back box 60" AFF
Qty (1) at the "VO" display location back box 60" AFF
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Qty (1) at the "VO" display location back box 60" AFF
Qty (1) at the "CP" location to the owner provided data.
Qty (1) at the "RS" location for the room scheduling panel
Qty (1) at the "RS" location for the room scheduling panel
Qty (1) at the "VI" wall box.
Qty (1) above the ceiling for the microphone.
Qty (1) Crestron CEN-ODT-C-POE AV Occupancy Sensor above the ceiling.
Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf168 - Conference Room
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
AdatacablemustbeprovidedabovetheceilingfortheAVoccupancysensor.Coil15'ofcableonaJ-Hookand
terminate to a biscuit.
A data cable must be provided at the RS location.
NOTE: This room will require two (2) owner provided data connections tothe headend as follows.
Qty (1) at the "RS" location at 44" AFF for the scheduling panel
Qty (1) Crestron CEN-ODT-C-POE AV Occupancy Sensor above the ceiling.
Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf
200 - Lobby
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
AChiefPAC501BmustbeprovidedandinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
the required power and data connections in the back box.
NOTE: This room will require two (2) owner provided data connections tothe headend as follows.
Qty (1) at the "VO" display location back box 60" AFF
Qty (1) at the "VO" display location back box 60" AFF
Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf205 - Hearing Room
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
AChiefPAC501BmustbeprovidedandinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
the required power and data connections in the back box.
A data cable must be provided at the table location for the touch panel.
A data cable must be provided at the table for the encoder.
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AdatacablemustbeprovidedabovetheceilingfortheAVoccupancysensor.Coil15'ofcableonaJ-Hookand
terminate to a biscuit.
SUMMARY: This room will require four (4) owner provided data connections to the headend asfollows.
Qty (1) at the "VO" display location back box 60" AFF
Qty (1) under the table for connection of the Crestron touch panel.
Qty (1) under the table for connection of the Crestron encoder.
Qty (1) Crestron CEN-ODT-C-POE AV Occupancy Sensor above the ceiling.
Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf208 - Courtroom
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
This room will have four (4) Sony 85" 4K displays mounted 12' AFF provided by the AV contractor.
AChiefPAC501BmustbeprovidedandinstalledateachlocationbytheGC/ECduringconstruction.TheGC/EC
must provide the required power and data connections in the back box.
Thejuryboxkneewallswillhaveatotalofsix(6)Sony32"4Kdisplaysinstalled.Asmallbackboxforeach
displaywillbeprovidedtoprovidepower,dataconnectionsandtohousethevideodecoder.Pleasecoordinate
withtheAVcontractortomakesurethereisenoughspaceforthedisplaypriortoconstructionoftheknee
walls.
Therewillbefive(5)locationsforvideoinputs(JudgesBench,CourtRecorder,Podium,Prosecutorstableand
Defense table. Data cables will need tobe provided as shown below at these locations.
TheAVcontractorwillprovidesix(6)QSCAD-C6T-LPceilingspeakers.TheGC/ECmustinstallthespeakers
duringconstructionandprovidewiringbetweeneachspeakerandafeedfromtheheadendlocationtoeach
zone. There are three (3) zones of two speakers each.
A data connection must be provided at the judges bench and the recorders bench for the touch panels.
A data connection and audio cable will need to be provided at the assisted listening transmitter location.
SUMMARY: This room will require data connections to the 2nd floor headend rack as follows.
Qty (1) at each "VO" display location back box 12' AFF. Total of four (4) locations.
Qty (1) at each "VO" display location in the back box at the jury knee walls. Total of six (6) locations.
Qty (1) under the judges bench table for connection of the Crestron touch panel.
Qty (1) under the judges bench table for connection of the video encoder.
Qty (1) under the judges bench for connection of the microphone.
Qty (1) under the recorders table for connection of the Crestron touch panel.
Qty (1) under the recorders table for connection of the video encoder.
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Qty (1) under the recorders table for connection of the microphone.
Qty (1) under the recorders table for connection of the audio output device.
Qty (1) under the witness table for connection of the microphone.
Qty (1) under the podium for connection of the video encoder.
Qty (1) under the podium for connection of the microphone.
Qty (1) under the prosecutors desk for connection of the two (2) microphones.
Qty (1) under the defense desk for connection of the two (2) microphones.
Qty (1) to the assisted listening transmitter location.
NOTE: These additional cables will need to be provided by the GC/EC from the headend location to the room.
Qty(3)Belden6200UEspeakerfeedsfromthe2ndfloorheadendracklocation.Thesewillfeedthree
3) zones of two speakers each.
Qty (1) Belden 9451P to the assisted listening transmitter location.
Digital Court Room Management Software
OWNER PROVIDED EQUIPMENTOWNER PROVIDED EQUIPMENT Ijhimjhiufe!Qpsujpo!Pomz!.!Qspwjefe0Jotubmmfe!cz!Pxofs
TheownermustprovideacomputertooperatethesoftwarefortheDigitalCourtManagementSystem.The owner must provide a computer tooperate the software for the Digital Court Management System.
216 - Clerks Staff Digital SIgnage
Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
AChiefPAC501BmustbeprovidedandinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
the required power and data connections in the back box.
SUMMARY: This room will require data connections to the 2nd floor headend rack as follows.
Qty (1) at the "VO" display location back box 60" AFF.
227 - Judges Staff Digital SIgnage and Jury Room ControlCz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
AChiefPAC501BmustbeprovidedandinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
the required power and data connections in the back box.
ThisroomwillalsohaveawallmountedtouchpanelatalocationTBDinthejudgesataffareaforcontrolofthe
JuryroomAVdisplay.TheGC/ECmustprovidetheadataconnectionatthislocation.Verifylocationwiththe
AV contractor/owner.
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ThisareawillbeprovidedwithaBluetoothaudiowallplateinterface.TheGC/ECmustprovidetheadata
connection atthis location. Verify location with the AV contractor/owner
SUMMARY: This room will require data connections to the 2nd floor headend rack as follows.
Qty (1) at the "VO" display location back box 60" AFF.
Qty (1) at the "CP" touch panel location
Qty (1) at the audio wall interface location
Cz!Fowpz!Dpotusvdujpo!Tfswjdft!.!Vomftt!Opufe!Puifsxjtf
231 - Judges Chambers
WORK TO BE PERFORMED BY OTHERS - NOT IN OUR SCOPE
AChiefPAC501BmustbeprovidedandinstalledbytheGC/ECduringconstruction.TheGC/ECmustprovide
the required power and data connections in the back box.
Provide a data connection beneath the table for the encoder.
Provide a data connection beneath the judges desk for an encoder.
Provide a data connection at the "CP" location for the touch panel.
Adatacablemustbeprovidedabovetheceilingforthemicrophone.Coil15'ofcableonaJ-Hookand
terminate to a biscuit.
AdatacablemustbeprovidedabovetheceilingfortheAVoccupancysensor.Coil15'ofcableonaJ-Hookand
terminate to a biscuit.
SUMMARY: This room will require data connections to the 2nd floor headend rack as follows.
Qty (2) at the "VO" display location back box 60" AFF.
Qty (1) at the "CP" touch panel location
Qty (1) at the table location for an encoder
Qty (1) at the judges desk for an encoder.
Qty (1) above the ceiling for the microphone
Paging Area - Commons Areas
Wewillprovideonehundred(100)QSCAD-C6T-LPceilingspeakerstobeinstalledinthecommonsareahallway
andspaces.Therewillbefourzonesonthegroundfloorandfourzonesonthesecondfloorconnectedtothe
1stfloorheadendAVequipment.Three(3)additionalzonesonthesecondfloorwillbeconnectedtothe2nd
floor headend AV equipment.
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TheGC/ECmustinstallthespeakersduringconstructionandprovidewiringbetweeneachspeakerandafeed
fromtheheadendlocationtoeachzone.PLEASENOTE:Thisisnotshownontheplandrawings.Theownerwill
needtodecideuponwheretheywantthespeakersandhowtheywantthemzoned.Somespeakermodelsmay
change due to the space they will be installed (i.e wall speakers).
Spare Parts Kit
A spare parts kit will be provided that consists on the following components.
1 - Sony 55" LCD Display
2 - Sony 32" LCD Display
1 - Sony 75" LCD Display
1 - Crestron DM-NVX-D30 Network AV Decoder
1 - Crestron DM-NVX-E30C Network AV Decoder - Chassis Mount
1 - Crestron DM-NVX-360 Network AV Encoder/Decoder
1 - Crestron DM-NVX-360C Network AV Encoder/Decoder - Chassis Mount
1 - Crestron DM-NVXE760C Network AV Decoder - Chassis Mount
1 - Crestron TS-700-B-C 7" Tabletop Touch Panel
1 - Crestron TSW-770-B-S 7" Wall Mount Scheduling Touch Panel
1 - Crestron UC-C100-T Crestron Flex Integrator Kit Teams Engine
1 - Crestron UC-SB1-CAM UC Video Conference SOundbar & Camera
1 - Crestron CEN-ODT-C-POE Ceiling Mount AV Occupancy Sensor
1 - QSC Core 510i Kit Digital Signal Processor
1 - QSC CS-Q4K8 - Eight Channel Network Amplifier
1 - QSC CIML4 - Four Channel Mic/Line Level Audio Input Card
1 - QSC CIMO4 - Four Channel Line Level Audio Output Card
Allowance
A$75,000allowanceisincludedtobeutilizedasneededforadditionstothesystem,additionallabor,materialsBmmpxbodf!sfnpwfe!gspn!Fowpz!Dpotusvdujpo!Tfswjdft!qfs
K/T/!Ifme!Sfrvftu!.!Boz!efwjbujpot!gspn!tdpqf!pg!xpslandprogrammingasrequired.Anyuseoftheallowancewillbequotedandapprovedbytheownerpriorto
xjmm!offe!up!cf!Pxofs!Dibohf!Psefsutilization.Anyremainingallowancewillbecreditedtothecontractasasachangeordertoreducethevalueof
the contract.
Control
CCSPresentationSystemsisprovidingacontrolsystemtoaccomplishtheconfigurationandcontrolofthe
videoandaudioequipment.Thecontrolsysteminterfacewillbeviaatouchpanelinmostlocations.Thiswill
allowthecustomertoprovidebasicroomcontrol.Basiccontrolconsistsofswitchingthedisplaydeviceon/off
andswitchingofinputstothedevice,controlofthedisplays,audiorouting,volumecontrolandbasictransport
controls for the source equipment.
Afterdiscussionwiththecustomerwecanaddsecuritypasswordstothesystemtocontrolvariousfeatures.We
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alsocanprogramthesystemtoAutoShutdownatapredeterminedtimetoconservethedisplays.These
matters and others will be finalized as part of the pre-installation process.
Advancedcontrolsforlighting,drapesandblinds,HVAC,arepossiblebutarenotincludedaspartofthequote.
Additionaldiscussionswiththeclient,ourprogrammer,andothercontractorswillberequiredtodeterminethe
fullextentoftheprogrammingtodetermineacostfortheseadvancedcontrols.Additionalequipmentmaybe
required to provide acontrol interface for our system.
Wiring Path and Electrical
Aspartofthesysteminstallationitisnecessarytoprovideappropriatewiringpathforlowvoltage,audiovisual
wiring.Itispresumedthatthenecessarywiringcanbepulledthroughvoidsinthewallandceilingofthespace.
If not, conduits to accommodate data and audio visual connections may need to be provided by the GC/EC.
TheGC/ECshallprovidepowerasrequired.Thiswillincludepowerateachdisplaylocation,tables,equipment
racks and any other necessary items.
TheThecustomercustomermustmustprovideprovideprovideprovideanyanyrequiredrequiredUPSUPSsystemssystemsororgeneratorsgeneratorsrequiredrequiredtotokeepkeepthethesystemsystemoperationaloperational
duringpoweroutages.duringpoweroutages.duringpoweroutages.during power outages. Ijhimjhiufe!Qpsujpo!Pomz!.!Qspwjefe0Jotubmmfe!cz!Pxofs
Anypenetrationthroughthefloorwillbedonebythecustomerorhiscontractor.Itisofutmostimportance
thatCCSPresentationSystemsisinvolvedintheconduitsizesandroutingfortheconduitsrequiredforthe
audio/video system. Inadequate conduit sizes and routing will greatly affect the outcome of the system.
Network
Thecustomerwillprovideanyrequiredcomputernetwork,IPaddressesandnecessaryfirewallconfigurationas
requiredfortheproject.Thecustomerwillsupplytheinstallationofnetworkwiringrelatedfortheconnection
ofaudioand/orvideoteleconferencingsystemstoyournetwork.Networkshouldbeinplaceandtestedone
weekpriortoequipmentinstallation.Adedicatedpointofcontactforthecustomers’ITdepartmentmustbe
made available to our project manager and programmers.
System Warranty
CCSmakesnowarrantyregardingtheequipmentusedinthesystemanddoesnotassumeanymanufacturer’s
warrantiesforsuchequipment.CCSwarrantycoversremoval,repairandreplacementofequipmentona“
returntofactory”basisforaperiodofone(1)yearforequipmentcoveredunderthemanufacturer’swarranty.
Afterone(1)yearCCSwillchargethecustomerforlabortoremoveandreplaceanyequipmentcoveredunder
the manufacturer’s warranty.
CCSrecommendsthepurchaseoftheoptionalCCSExtendedLaborWarrantyand1YearManagedService
Agreement.Thisagreementprovidesone(1)preventivemaintenancecallandextendsthelaborwarrantyfor
removal, repair and replacement of the equipment to one (1) year.
CCSwarrantsthesystemorsystemsitdesigns,sells,andinstallstobefreeofdefectsinourinstallationand
workmanshipforaperiodofone(1)yearfromthedateofSubstantialCompletion.SubstantialCompletionis
thestageintheprogressoftheworkwhentheworkordesignatedportionthereofissufficientlycompletein
accordancewiththecontractdocumentssothatthecustomercanoccupyorutilizetheWorkforitsintended
use.Ifduringthattime,thesystemfailstoperformasspecifiedduetodefectiveinstallationorworkmanship,
CCS will correct the problem at no additional charge.
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CCS is not responsible for the condition or functionality ofthe customer’sexisting equipment.
See“General Terms and Conditions:” for additional information.
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DocuSign Envelope ID: 5763FED6-9E94-4233-BEB5-3F762D281573
DocuSign Envelope ID: 5763FED6-9E94-4233-BEB5-3F762D281573
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DocuSign Envelope ID: 5763FED6-9E94-4233-BEB5-3F762D281573
DocuSign Envelope ID: 5763FED6-9E94-4233-BEB5-3F762D281573
DocuSign Envelope ID: 5763FED6-9E94-4233-BEB5-3F762D281573
DocuSign Envelope ID: 5763FED6-9E94-4233-BEB5-3F762D281573
DocuSign Envelope ID: 5763FED6-9E94-4233-BEB5-3F762D281573
DocuSign Envelope ID: 5763FED6-9E94-4233-BEB5-3F762D281573
DocuSign Envelope ID: 5763FED6-9E94-4233-BEB5-3F762D281573
DocuSign Envelope ID: 5763FED6-9E94-4233-BEB5-3F762D281573
DocuSign Envelope ID: 5763FED6-9E94-4233-BEB5-3F762D281573
DocuSign Envelope ID: 5763FED6-9E94-4233-BEB5-3F762D281573
EXHIBIT I
Construction Schedule Milestones
New Addition Construction:
a. Huntington possession, July 7, 2022
b. New addition mobilization, July 11, 2022
c. Total time to complete renovation and new addition 18 months
i. Renovation timeframe 12 months
ii. New addition timeframe 15 months
d. Substantial completion, October 31, 2023
Renovation Construction Phasing:
a. Renovation start, late-April, 2022
b. Phase 1
i. 1A Ground Floor MDF & IDF Room, April 27 – May 16, 2022 (14 days)
ii. 1B Ground Floor Training Room/Bathrooms/Breakroom, May 2 – June 17, 2022
34 days)
iii. 1C Building Infill, May 5 – July 15, 2022 (50 days)
stndc. Phase 2 Ground Processing, 1 Floor Weight/Locker/Roll Call, 2 Floor
Quartermaster/Storage, June 20 – September 21, 2022 (66 days)
ndd. Phase 3 2 Floor West Offices, September 22, 2022 – January 26, 2023 (90 days)
nde. Phase 4 2 Floor Evidence, October 26, 2022 – January 12, 2023 (56 days)
stFloor Drug Task Force, January 6 – March 24, 2023 (56f. Phase 5Ground Main Entry/1
days)
stFloor Administration, March 27 – May 8, 2023 (31 days) g. Phase 61
h. Phase 7Ground Floor Records, May 8 – June 23, 2023 (33 days)
i. Phase 8Crime Lab, July 18 – September 12, 2023 (40 days)
j. Phase 9 Corridor/Vertical Circulation, June 26 – July 25, 2023 (21 days)
k. Substantial completion, October 31, 2023
37
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