Design-Builder Agreement Term Sheet

Key Performance Indicators (KPIs)

KPI Overview

KPI Metric Target

Build Velocity

Minimum of X miles/km per day

Defects per Mile/Kilometer

Less than Y defects per mile/km

Change Request Frequency

No more than Z change requests per quarter

On-Time Delivery

100% of network segments delivered as per schedule

As-Built Accuracy

99% accuracy when compared to approved designs

Risk Transfer and Bonding Requirements

  • Performance Bond: A performance bond of 15% of the total contract value to ensure the fulfillment of the Design-Builder’s obligations under the terms of this agreement.

  • Insurance: Comprehensive general liability and professional indemnity insurance to cover potential risks and damages associated with construction performance.

Fixed-Price Performance Contract

  • Fixed-Price Agreement: The total cost of the project is fixed and agreed upon in advance, based on the detailed designs and specifications provided.

  • Minimized Change Requests: A rigorous initial project scope review is to be conducted to minimize the need for change requests. A clear process for handling necessary change requests will be outlined, aiming to limit their frequency and associated costs.

Pricing and Payment Schedule

  • Pricing Structure: The Design-Builder will be paid a fixed price per Network Segment, adjusted for the complexity and size of the Service Area.

  • Progress Payments: Payments will be made upon the successful completion of stages as per the agreed-upon milestones, with a holdback of 10% until final project completion and audit.

Pricing and Progress Payment Schedule

The progress payments are directly aligned with the achievement of defined states of the NetworkSegment assets. Payments will be released upon verification and approval of the asset state transition, ensuring a clear, objective measure for progress.

Asset State Transition Payment Percentage of Segment Cost Conditions

Preliminary Design Approval

10%

Upon approval of the preliminary design by the Project Owner.

Final Design Approval

15%

Upon approval of the final design and material allocation by the Project Owner.

Commencement of Construction

10%

Upon verified start of construction activities on site.

Mid-Construction Milestone

20%

Upon completion of 50% of the construction as per project timeline and KPIs.

Construction Completion

20%

Upon completion of construction, prior to as-built documentation and initial quality audit.

As-Built Documentation and Audit

15%

Upon submission and verification of as-built documentation against the digital twin scans.

Operational Handover

10%

Upon successful commissioning and handover of the NetworkSegment to operations.

Incentive for Performance

  • Early Completion Bonus: For each week the project is completed ahead of schedule, the Design-Builder will receive a bonus of 1% of the project’s value, capped at 5%.

  • Quality Bonus: A bonus of 2% of the project’s value for achieving a defect rate that is 50% lower than the targeted KPI metric.

Change Request and Change Order Management

  • Change Order Cap: The total cost of change orders will not exceed 5% of the total fixed price without prior approval from the Project Owner.

  • Change Request Process: All change requests must be submitted and approved electronically through a standardized form, reviewed by the Project Owner within a 5-day period.

Compliance and As-Built Reporting

  • As-Built Documentation: Complete as-built documentation must be provided within 30 days of project completion.

  • Compliance Audits: Regular compliance audits will be conducted to ensure adherence to the design specifications and project requirements.

Agreement Acknowledgement

This term sheet summarizes the principal terms of the Design-Builder Agreement. The final agreement will be set forth in a formal contract to be negotiated and executed by the parties.