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1	GENERAL PROVISIONS

2	COMPENSATION AND PROGRESS PAYMENTS

3	GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT

4	WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT

5	WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT

6	CHANGES IN THE WORK

7	OWNER’S RESPONSIBILITIES

8	TIME

9	PAYMENT APPLICATIONS AND PROJECT COMPLETION

10	PROTECTION OF PERSONS AND PROPERTY

11	UNCOVERING AND CORRECTION OF WORK

12	COPYRIGHTS AND LICENSES

13	TERMINATION OR SUSPENSION

14	CLAIMS AND DISPUTE RESOLUTION

15	MISCELLANEOUS PROVISIONS

16	SCOPE OF THE AGREEMENT

A	DESIGN-BUILD AMENDMENT

B	INSURANCE AND BONDS

C	INTENTIONALLY DELETED

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.1	Design phase milestone dates:

.2	Submission of Design-Builder Proposal:

.3	Phased completion dates:

.4	Substantial Completion date:

.5	Other milestone dates:

.6	Final Completion Date:

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[ « X » ]	Arbitration pursuant to Section 14.4

[ « » ]	Litigation in a court of competent jurisdiction

[ « » ]	Other: (Specify)

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.1	Transportation and authorized out-of-town travel and subsistence;

.2	Dedicated data and communication services, teleconferences, Project web sites, and extranets;

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.3	Fees paid for securing approval of authorities having jurisdiction over the Project;

.4	Printing, reproductions, plots, standard form documents;

.5	Postage, handling and delivery;

.6	Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner;

.7	Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the Owner;

.8	All taxes levied on professional services and on reimbursable expenses; and

.9	Other Project-related expenditures, if authorized in advance by the Owner.

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.1	Work completed for the period;

.2	Project schedule status;

.3	Submittal schedule and status report, including a summary of outstanding Submittals;

.4	Responses to requests for information to be provided by the Owner;

.5	Approved Change Orders and Change Directives;

.6	Pending Change Order and Change Directive status reports;

.7	Tests and inspection reports;

.8	Status report of Work rejected by the Owner;

.9	Status of Claims previously submitted in accordance with Article 14;

.10	Cumulative total of the Cost of the Work to date including the Design-Builder’s compensation and Reimbursable Expenses, if any;

.11	Current Project cash-flow and forecast reports; and

.12	Additional information as agreed to by the Owner and Design-Builder.

.1	Design-Builder’s work force report;

.2	Equipment utilization report; and

.3	Cost summary, comparing actual costs to updated cost estimates.

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.1	assignment is effective only after termination of the Contract by the Owner for cause, pursuant to Sections 13.1.4 or 13.2.2, and only for those agreements that the Owner accepts by written notification to the Design-Builder and the Architect, Consultants, and Contractors whose agreements are accepted for assignment; and

.2	assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract.

.1	a preliminary estimate of the Cost of the Work, and, if necessary, recommendations to adjust the Owner’s Criteria to conform to the Owner’s budget;

.2	a preliminary schedule, which shall include proposed design milestones; dates for receiving additional information from, or for work to be completed by, the Owner; anticipated date for the Design-Builder’s Proposal; and dates of periodic design review sessions with the Owner; and

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.3	other information as the Owner may desire.

.1	Confirmation of the allocations of program functions;

.2	Site plan;

.3	Building plans, sections and elevations;

.4	Structural system;

.5	Selections of major building systems, including but not limited to mechanical, electrical and plumbing systems; and

.6	Outline specifications or sufficient drawing notes describing construction materials.

§ 4.4 Design-Builder’s Proposal

§ 4.4.1 Upon the Owner’s issuance of a written consent to proceed under Section 4.3.2, the Design-Builder shall prepare and submit the Design-Builder’s Proposal (Lump Sum Component Packages) to the Owner. The Design-Builder’s Proposal shall include the following:

.1	A list of the Preliminary Design documents and other information, including the Design-Builder’s clarifications, assumptions and deviations from the Owner’s Criteria, upon which the Design-Builder’s Proposal is based;

.2	The proposed Contract Sum or that of the component package, including the compensation method and, a written statement of estimated cost organized by trade categories, any included allowances, contingencies, Design-Builder’s Fee, and other items that comprise the Contract Sum;

.3	The proposed date the Design-Builder shall achieve Substantial Completion shall be provided with 100% document pricing;

.4	An enumeration of any qualifications and exclusions, if applicable;

.5	A list of the Design-Builder’s key personnel, Contractors and suppliers; and

.6	The date on which the Design-Builder’s Proposal expires.

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.1	allowances shall cover the cost to the Design-Builder of materials and equipment delivered at the site and all required taxes, less applicable trade discounts;

.2	the Design-Builder’s costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts, shall be included in the Contract Sum but not in the allowances; and

.3	whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 5.6.2.1 and (2) changes in Design-Builder’s costs under Section 5.6.2.2.

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§ 6.2 Change Orders

A Change Order is a written instrument signed by the Owner and Design-Builder stating their agreement upon all of the following:

.1	The change in the Work;

.2	The amount of the adjustment, if any, in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder’s compensation; and

.3	The extent of the adjustment, if any, in the Contract Time.

.1	Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation;

.2	Unit prices stated in the Design-Build Documents or subsequently agreed upon;

.3	Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or

.4	As provided in Section 6.3.7.

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.1	Additional costs of professional services;

.2	Costs of labor, including social security, unemployment insurance, fringe benefits required by agreement or custom, and workers’ compensation insurance;

.3	Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed;

.4	Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Design-Builder or others;

.5	Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and

.6	Additional costs of supervision and field office personnel directly attributable to the change.

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.1	defective Work, including design and construction, not remedied;

.2	third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Design-Builder;

.3	failure of the Design-Builder to make payments properly to the Architect, Consultants, Contractors or others, for services, labor, materials or equipment;

.4	reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;

.5	damage to the Owner or a separate contractor;

.6	reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or

.7	repeated failure to carry out the Work in accordance with the Design-Build Documents.

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.1	liens, Claims, security interests or encumbrances arising out of the Contract and unsettled at the time of making payment;

.2	failure of the Work to comply with the requirements of the Design-Build Documents;

.3	terms of special warranties required by the Design-Build Documents; or

.4	indemnity obligations

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§ 10.2 Safety of Persons and Property

§ 10.2.1 The Design-Builder shall be responsible for precautions for the safety of, and reasonable protection to prevent damage, injury or loss to

.1	employees on the Work and other persons who may be affected thereby;

.2	the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Design-Builder or the Architect, Consultants, or Contractors, or other person or entity providing services or work for the Design-Builder; and

.3	other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, or structures and utilities not designated for removal, relocation or replacement in the course of construction.

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§ 13.2 Termination or Suspension Following Execution of the Design-Build Amendment

§ 13.2.1 Termination by the Design-Builder

§ 13.2.1.1 The Design-Builder may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Design-Builder, the Architect, a Consultant, or a Contractor, or their agents or employees, or any other persons or entities performing portions of the Work under direct or indirect contract with the Design-Builder, for any of the following reasons:

.1	Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped;

.2	An act of government, such as a declaration of national emergency that requires all Work to be stopped;

.3	Because the Owner has not issued a Certificate for Payment and has not notified the Design-Builder of the reason for withholding certification as provided in Section 9.5.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Design-Build Documents; or

.4	The Owner has failed to furnish to the Design-Builder promptly, upon the Design-Builder’s request, reasonable evidence as required by Section 7.2.7.

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.1	fails to submit the Proposal by the date required by this Agreement, or if no date is indicated, within a reasonable time consistent with the date of Substantial Completion;

.2	repeatedly refuses or fails to supply an Architect, or enough properly skilled Consultants, Contractors, or workers or proper materials;

.3	fails to make payment to the Architect, Consultants, or Contractors for services, materials or labor in accordance with their respective agreements with the Design-Builder;

.4	repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or

.5	is otherwise guilty of substantial material breach of a provision of the Design-Build Documents.

.1	Exclude the Design-Builder from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Design-Builder;

.2	Accept assignment of the Architect, Consultant and Contractor agreements pursuant to Section 3.1.15; and

.3	Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Design-Builder, the Owner shall furnish to the Design-Builder a detailed accounting of the costs incurred by the Owner in finishing the Work.

.1	that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Design-Builder is responsible.

.1	cease operations as directed by the Owner in the notice;

.2	take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and,

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.3	except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing Project agreements, including agreements with the Architect, Consultants, Contractors, and purchase orders, and enter into no further Project agreements and purchase orders.

.1	damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and

.2	damages incurred by the Design-Builder for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work.

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.1	AIA Document A141™-2014, Standard Form of Agreement Between Owner and Design-Builder

.2	AIA Document A141™-2014, Exhibit A, Design-Build Amendment, if executed

.3	AIA Document A141™-2014, Exhibit B, Insurance and Bonds

A.1	CONTRACT SUM

A.2	CONTRACT TIME

A.3	INFORMATION UPON WHICH AMENDMENT IS BASED

A.4	DESIGN-BUILDER’S PERSONNEL, CONTRACTORS AND SUPPLIERS

A.5	COST OF THE WORK

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[ « X » ]	Stipulated Sum, in accordance with Section A.1.2 below

[ « » ]	Cost of the Work plus the Design-Builder’s Fee, in accordance with Section A.1.3 below

[ « » ]	Cost of the Work plus the Design-Builder’s Fee with a Guaranteed Maximum Price, in accordance with Section A.1.4 below

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.1

Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of « Ten » percent ( « 10 » %) on the Work. Pending final determination of cost to the Owner of Changes in the Work, amounts not in dispute shall be included as provided in Section 6.3.9 of the Agreement;

.2	Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of « Ten » percent ( « 10 » %);

.3	Subtract the aggregate of previous payments made by the Owner; and

.4	Subtract amounts, if any, the Owner has withheld or nullified, as provided in Section 9.5 of the Agreement.

.1	Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contract Sum, less such amounts as the Owner shall determine for incomplete Work, retainage applicable to such work and unsettled claims; and

.2	Add, if final completion of the Work is thereafter materially delayed through no fault of the Design-Builder, any additional amounts payable in accordance with Section 9.10.3 of the Agreement.

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§ A.1.5.5.2 [Intentionally Deleted].

ARTICLE A.2   CONTRACT TIME

§ A.2.1 Contract Time, as defined in the Agreement at Section 1.4.13, is the period of time, including authorized adjustments, for Substantial Completion of the Work.

§ A.2.2 The Design-Builder shall achieve Substantial Completion of the Work not later than August 5, 2020. Additionally, Design-Builder shall achieve the following milestone completion dates:

« »

Portion of Work	Milestone Substantial Completion Date
Assembly Area	03/31/2020
First Floor Mezzanine Area	06/29/2020
Fabrication Area	04/28/2020
Second Floor Mezzanine Area & Site	08/05/2020

, subject to adjustments of the Contract Time as provided in the Design-Build Documents.

It is anticipated that the above milestone completion dates will be addressed in the next amendment as the Design-Build Documents are nearing completion.

Design-Builder hereby discloses to Owner that seventeen (17) rain delay days have been incurred since mobilization on June 10, 2019. The above Milestone Substantial Completion Dates shall be extended to account for rain delay days prior to the imposition of any liquidated damages. Design-Builder shall not be assessed liquidated damages for delay days caused by the failure of Owner supplied trades and/or infrastructure installations that do not meet collective critical path scheduling that are beyond the control of Design-Builder. Design-Builder to give advance notice to Owner of any concerns as soon as they arise.

(Insert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion on time or for bonus payments for early completion of the Work.)

« If the Design-Builder fails to achieve Substantial Completion of the Work within the Contract Time or by a milestone substantial completion date, Design-Builder shall be subject to liquidated damages (not a penalty) as follows: a) for a milestone substantial completion date missed by five (5) calendar days or more - $1,500 per calendar day for the total number of days the Work is delayed beyond the milestone substantial completion date, and/or

b) $2,500.00 per calendar day for the total number of days the Work is delayed beyond the Substantial Completion date.

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Such liquidated damages are hereby agreed to be a reasonable pre-estimate of damages the Owner will incur as a result of delayed completion of the Work and shall be Owner's sole and exclusive remedy for delayed completion of the Work but shall not be construed as a limitation of the Owner's other rights and remedies under this Agreement. The Owner may deduct liquidated damages from any unpaid amounts then or thereafter due Design-Builder. Any liquidated damages not so deducted shall be payable by the Design-Builder to the Owner upon demand. »

ARTICLE A.3   INFORMATION UPON WHICH AMENDMENT IS BASED

§ A.3.1 The Contract Sum and Contract Time set forth in this Amendment are based on the following:

General note for all items within Article A.3:

           

Each component pricing package will include a current document log, specification log, list of assumptions

and clarifications, and a breakdown of any allowances and contingencies included.

§ A.3.1.1 The Supplementary and other Conditions of the Contract:

Document	Title	Date	Pages
N/A

§ A.3.1.2 The Specifications:

(Either list the specifications here or refer to an exhibit attached to this Amendment.)

« See Exhibit 1.B »

Section	Title	Date	Pages

§ A.3.1.3 The Drawings:

(Either list the drawings here or refer to an exhibit attached to this Amendment.)

« See Exhibit 1.C »

Number	Title	Date

§ A.3.1.4 The Sustainability Plan, if any:

(If the Owner identified a Sustainable Objective in the Owner’s Criteria, identify the document or documents that comprise the Sustainability Plan by title, date and number of pages, and include other identifying information. The Sustainability Plan identifies and describes the Sustainable Objective; the targeted Sustainable Measures; implementation strategies selected to achieve the Sustainable Measures; the Owner’s and Design-Builder’s roles and responsibilities associated with achieving the Sustainable Measures; the specific details about design reviews, testing or metrics to verify achievement of each Sustainable Measure; and the Sustainability Documentation required for the Project, as those terms are defined in Exhibit C to the Agreement.)

Title	Date	Pages
N/A

Other identifying information:

« N/A »

§ A.3.1.5 Allowances and Contingencies:

(Identify any agreed upon allowances and contingencies, including a statement of their basis.)

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.1	Allowances

« N/A »

.2	Contingencies

« Stipulated Sum includes a Contractor Contingency in amount of One Million Four Hundred Ninety Thousand Three Hundred Fifty-Eight & 62/100 Dollars ($1,490,358.62) for the purpose of covering unexpected costs not included in a Changer Order. If said Contingency is not utilized by Contractor, the Stipulated Sum shall be reduced by Change Order by any such amount not utilized. »

§ A.3.1.6 Design-Builder’s assumptions and clarifications:

« None »

§ A.3.1.7 Deviations from the Owner’s Criteria as adjusted by a Modification:

« None »

§ A.3.1.8 To the extent the Design-Builder shall be required to submit any additional Submittals to the Owner for review, indicate any such submissions below:

« None »

ARTICLE A.4   DESIGN-BUILDER’S PERSONNEL, CONTRACTORS AND SUPPLIERS

§ A.4.1 The Design-Builder’s key personnel are identified below:

(Identify name, title and contact information.)

.1	Superintendent

« David Dyer »

.2	Project Manager

« Bryan Burnette (Sr. PM)

Andrew Thomason (PM) »

.3	Others

« John Haynes (Project Executive) »

§ A.4.2 The Design-Builder shall retain the following Consultants, Contractors and suppliers, identified below, if any:

(List name, discipline, address and other information.)

« »

ARTICLE A.5   COST OF THE WORK

§ A.5.1 Cost to Be Reimbursed as Part of the Contract [Intentionally Deleted]

§ A.5.2 Costs Not to Be Reimbursed as Part of this Contract [Intentionally Deleted].

§ A.5.3 Discounts, Rebates, and Refunds [Intentionally Deleted].

§ A.5.4 Other Agreements

§ A.5.4.1[Intentionally Deleted].

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§ A.5.4.2 Agreements between the Design-Builder and Contractors shall conform to the applicable payment provisions of the Design-Build Documents, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If an agreement between the Design Builder and a Contractor is awarded on a cost plus a fee basis, the Design-Builder shall provide in the agreement for the Owner to receive the same audit rights with regard to the Cost of the Work performed by the Contractor as the Owner receives with regard to the Design-Builder in Section A.5.5, below.

§ A.5.4.3 The agreements between the Design-Builder and Architect and other Consultants identified in the Agreement shall be in writing. These agreements shall be promptly provided to the Owner upon the Owner’s written request.

§ A.5.5 Accounting Records

The Design-Builder shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under the Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner’s auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Design-Builder’s records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Contractor’s proposals, purchase orders, vouchers, memoranda and other data relating to the Contract. The Design-Builder shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law.

§ A.5.6 Relationship of the Parties

The Design-Builder accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to exercise the Design-Builder’s skill and judgment; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests and the Contract.

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

/s/ Michael C. Dennison		/s/ Albert Petrangeli
OWNER (Signature)		DESIGN-BUILDER (Signature)
« Fox Factory Inc » « Michael C Dennison » « Chief Executive Officer »		« Carroll Daniel Construction Co » « Albert Petrangeli » « Chief Operating Officer »
(Printed name and title)		(Printed name and title)

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EXHIBIT 1.A.1

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Project:    Fox Factory - 41 Acre

Date:    05.23.19

Owner:    Fox Factory

SITE PACKAGE

Bid Package	Item Description	Sub 1	Sub 2	Sub 3	Sub 4	Sub 5	Sub 6	Delta (Low Vs. High)
02	Sitework & Utilities	Simpson	JB Stevens	CA Murren	Wood			$1,620,271
		$3,319,111	$3,345,411	$4,822,459	$4,939,382
02A	Fencing	Gateway	Marin-Robbins	Natural Enclosures	C&C Fence			$100,743
		$150,735	$205,522	$233,410	$251,478
02B	Striping	Park-Rite	Brown's Asphalt	Black Jack				$2,002
		$33,306	$33,404	$35,308
02C	Paving	Sunbelt	Allied Paving	Baldwin	Stewart Brothers	MHB Paving	Atlanta Paving	$455,022
		$1,769,080	$1,882,160	$1,971,587	$2,025,442	$2,179,667	$2,224,102
02D	Curb & Gutter	JD Concrete	Curb Co.	Upstate Curb	MHB Paving			$191,329
		$335,163	$337,402	$355,492	$526,492
02E	Landscaping	ACS Landscape	Mayer Landscape	Ashford Gardeners	CMC Landscaping	Tri Scapes		$469,980
		$802,957	$808,355	$928,192	$1,112,554	$1,272,937
	SUBTOTAL	$6,410,352
	General Conditions & General Requirements	$497,000
	Meter & Tap Fees	$119,648
	Permit Fees (LDP Only)	$6,713
	NPDES Monitoring	$15,000
	SUBTOTAL	$7,048,713
	CM Fee (5%)	$352,435.66
	Contingency	$370,057.45
	P&P Bond	$71,495.10
	TOTAL	$7,842,701

The contents of this report are strictly confidential and are provided solely for the intended recipient on the understanding that it will be held confidentially and not disclosed to any other party without the prior written consent of Carroll Daniel Construction Company.

Carroll Daniel Construction Company    Page 1    Printed 11/20/2019

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EXHIBIT 1.A.2

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Project:    Fox Factory - 41 Acre

Date:    07.23.19

Owner:    Fox Factory

SHELL/STRUCTURE PACKAGE

Bid Package	Item Description	Sub 1	Sub 2	Sub 3	Sub 4	Delta (Low Vs. High)
02	Termite Treatment	Prime Pest	All Pro	Bug Busters		$5,284
		$6,466	$8,083	$11,750
02	Grading (rain leader tie in, footing spoils, loading dock backfill)	Simpson's				N/A
		$128,000
03	Concrete	T&M Tilt	Martin Concrete	Southeast Concrete		$127,680
		$4,255,987	$4,347,657	$4,383,667
05	Structural Steel	Piedmont Steel	King Steel	Smith Ironworks		$197,924
		$2,147,563	$2,331,885	$2,345,487
07	TPO Roofing	Kellogg Roofing	Roof Management	Tip Top	SHC Roofing	$571,605
		$1,889,793	$1,975,580	$2,110,887	$2,461,398
14	Elevators	Thyssen Krupp	Otis			$12,358
		$90,944	$103,302
15	Plumbing	Randal Lowe	Polk County	Ingram		$86,075
		$440,451	$509,091	$526,526
16	Electrical	Caldwell Electric	CCE	Titan Electric		$177,208
		$371,488	$376,470	$548,696
	SUBTOTAL	$9,330,692				$1,178,134
	General Conditions & General Requirements	$893,621
	Permit Fees (Shell & GDOT Bond)	$87,073
	3rd Party Testing	$150,000
	Surveying & Site As-Built	$85,000
	SUBTOTAL	$10,546,386
	CM Fee (5%)	$527,319.28
	Contingency (4.5%)	$474,587.35
	TOTAL	$11,548,292

The contents of this report are strictly confidential and are provided solely for the intended recipient on the understanding that it will be held confidentially and not disclosed to any other party without the prior written consent of Carroll Daniel Construction Company.

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Carroll Daniel Construction Company    Page 1

Exhibit 1.A.03

BRPH

FEE PROPOSAL SUMMARY

We propose to perform the Architectural & Engineering Design and Construction Contract Administration Services for the following LUMP SUM:

BRPH Design and Construction Basic Services:

•	Task 1 - Programming    $ 30,300.00

•	Task 2 - Conceptual Design    $37,900.00

•	Task 3 - Design Development & Building Shell    $378,000.00

•	Task 4 - Final Contract Documents    $141,000.00

Task 5 - Construction Contract Administration    $168,300.00

•	Task 6 - Fabrication Area Engineering    $    100,000.00

•	Task 7 - Anodizing Area Engineering    $    125,000.00

Subtotal    $    980,500.00

BRPH Reimbursable Expenses    $    10,000.00

TOTAL FEE (LUMP SUM)    $ 990,500.00

The basic services do not include equipment utility layout or design & engineering of N+He piping, oil piping, anodizing line, fabrication machining, etc., structural engineering for cranes, civil site design or any scope that has not been defined as of June 04, 2019.

Additional Design to 08.14.19: $284,500.00 CM GC's & GR's: $127,500.00

To Total: $1,402,500.00

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Exhibit 1.A.04

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Project:    Fox Factory - 41 Acre

Date:    10.22.2019

Owner:    Fox Factory

100% CDs Package 1

Bid Package	Item Description	Sub 1	Sub 2	Sub 3	Delta (Low Vs. High)
08	Glass & Glazing	Pro Service	Jones Glass	Eastern	$288,040
		$981,800	$1,002,600	$1,269,840
21	Fire Suppression Systems	VSC	Gainesville Fire	Amber	$595,566
		$454,434	$543,000	$1,050,000
22	Plumbing	Lawson	Randal Lowe	Liquid Services	$134,942
		$1,165,000	$1,211,000	$1,299,942
23	HVAC	Lawson	Georgia Mechanical	Conditioned Air	$165,000
		$3,600,000	$3,650,000	$3,765,000
26	Electrical	Titan	Caldwell	GL West	$1,029,671
		$6,958,329	$7,776,236	$7,988,000
	SUBTOTAL	$13,159,563			$2,213,219
	General Conditions & General Requirements	$1,182,920
	Permit Fees (100% CD Review)	$6,713
	SUBTOTAL	$14,349,196
	CM Fee (5%)	$717,459.80
	Contingency (4.5%)	$645,713.82
	TOTAL	$15,712,370

The contents of this report are strictly confidential and are provided solely for the intended recipient on the understanding that it will be held confidentially and not disclosed to any other party without the prior written consent of Carroll Daniel Construction Company.

Carroll Daniel Construction Company    Page 1

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Exhibit 1.B

FOX FACTORY    TABLE OF CONTENTS

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BRPH ARCHITECTS-ENGINEERS, INC.

DIVISION 00 - PROCUREMENT AND CONTRACTING REQUIREMENTS

00 01 07    Seals Page    08-20-19

DIVISION 03 - CONCRETE

03 30 00	Cast-in-Place Concrete	08-20-19
03 36 19	Penetrating Reactive Concrete Stain	08-20-19
03 47 10	Tilt-Up Concrete	08-20-19

DIVISION 04 - MASONRY

04 22 00    Concrete Unit Masonry    08-20-19

DIVISION 05 - METALS

05 12 00	Structural Steel	08-20-19
05 21 00	Steel Joists	08-20-19
05 31 00	Steel Deck	08-20-19
05 40 00	Cold-Formed Metal Framing	08-20-19
05 50 00	Metal Fabrications	08-20-19
05 51 13	Metal Pan Stairs	08-20-19
05 52 13	Pipe and Tube Railings	08-20-19

DIVISION 06 - WOOD, PLASTICS, AND COMPOSITES

06 10 53    Miscellaneous Rough Carpentry    08-20-19

DIVISION 07 - THERMAL AND MOISTURE PROTECTION

07 21 00	Thermal Insulation	08-20-19
07 26 00	Vapor Retarders and Barriers	08-20-19
07 42 13	Metal Composite Material Wall Panels	08-20-19
07 54 23	Thermoplastic-Polyolefin (TPO) Roofing	08-20-19
07 62 00	Sheet Metal Flashing and Trim	08-20-19
07 72 00	Roof Accessories	08-20-19
07 84 13	Penetration Firestopping	08-20-19
07 92 00	Joint Sealants	08-20-19

DIVISION 08 - OPENINGS

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08 11 13	Hollow Metal Doors and Frames	08-20-19
08 14 16	Flush Wood Doors	08-20-19
08 33 23	Overhead Coiling Doors	08-20-19
08 33 29	High-Performance Overhead Coiling Doors	08-20-19
08 41 13	Aluminum-Framed Entrances and Storefronts	08-20-19
08 42 29	Sliding Automatic Entrances	08-20-19

C07609.002.00    TOC - i

08-20-19

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BRPH ARCHITECTS-ENGINEERS, INC.

DIVISION 08 - OPENINGS (cont.)

08 44 13	Glazed Aluminum Curtain Walls	08-20-19
08 62 00	Unit Skylights	08-20-19
08 71 00	Door Hardware	08-20-19
08 80 00	Glazing	08-20-19

DIVISION 09 - FINISHES

09 29 00	Gypsum Board	08-20-19
09 91 23	Interior Painting	08-20-19
09 96 00	High-Performance Coatings	08-20-19
09 96 53	Elastomeric Coatings	08-20-19

DIVISION 10 - SPECIALTIES

10 14 00	Signage	08-20-19
10 21 13	Stainless-Steel Toilet Compartments	08-20-19
10 22 13	Wire Mesh Partitions	08-20-19
10 26 00	Wall and Door Protection	08-20-19
10 28 00	Toilet, Bath, and Laundry Accessories	08-20-19
10 44 00	Fire Protection Specialties	08-20-19
10 51 13	Metal Lockers	08-20-19
10 73 00	Protective Covers	08-20-19

DIVISION 11 - EQUIPMENT

11 13 19    Stationary Loading Dock Equipment    08-20-19

DIVISION 12 - FURNISHINGS

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12 21 13	Louver Blinds	08-20-19
12 24 13	Roller Window Shades	08-20-19
12 32 16	Manufactured Plastic-Laminate-Clad Casework	08-20-19
12 35 53	Plastic-Laminate-Clad Laboratory Casework	08-20-19

DIVISION 14 - CONVEYING EQUIPMENT

14 24 00    Hydraulic Elevators    08-20-19

DIVISION 21 - FIRE SUPPRESION

21 05 00	Common Work Results for Fire Suppression	08-20-19
21 05 13	Common Motor Requirements for Fire Suppression Equipment	08-20-19
21 05 17	Sleeves and Sleeve Seals for Fire-Suppression Piping	08-20-19
21 05 18	Escutcheons for Fire-Suppression Piping	08-20-19

C07609.002.00    TOC - ii

08-20-19

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BRPH ARCHITECTS-ENGINEERS, INC.

DIVISION 21 - FIRE SUPPRESSION (cont.)

21 05 23	General-Duty Valves for Fire Protection Piping	08-20-19
21 05 48	Vibration and Seismic Controls for Fire- Suppression Piping and Equipment	08-20-19
21 05 53	Identification for Fire-Suppression Piping and Equipment	08-20-19
21 08 00	Commissioning of Fire Suppression	08-20-19
21 11 00	Facility Fire-Suppression Water-Service Piping	08-20-19
21 11 19	Fire Dpepartment Connections	08-20-19
21 13 13	Wet-Pipe Sprinkler Systems	08-20-19
21 13 16	Dry-Pipe Sprinkler Systems	08-20-19
21 31 13	Electric-Drive, Centrifugal Fire Pumps and Pressure-Maintenance Pumps	08-20-19

DIVISION 22 - PLUMBING

22 05 17	Sleeves and Sleeve Seals for Plumbing Piping	08-20-19
22 05 29	Hangers and Supports for Plumbing Piping and Equipment	08-20-19
22 05 53	Identification for Plumbing Piping and Equipment	08-20-19
22 07 19	Plumbing Piping Insulation	08-20-19
22 13 16	Sanitary Waste and Vent Piping	08-20-19
22 13 19	Sanitary Waste Piping Specialties	08-20-19
22 13 23	Sanitary Waste Interceptors	08-20-19
22 14 23	Storm Drainage Piping Specialties	08-20-19

DIVISION 23 - HEATING, VENTILATING, AND AIR CONDITIONING (HVAC)

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23 05 13	Common Motor Requirements for HVAC Equipment	08-20-19
23 05 29	Hangers and Supports for HVAC Piping and Equipment	08-20-19
23 05 48.13	Vibration Controls for HVAC	08-20-19
23 05 53	Identification for HVAC Piping and Equipment	08-20-19
23 05 93	Testing, Adjusting, and Balancing for HVAC	08-20-19
23 07 13	Duct Insulation	08-20-19
23 07 19	HVAC Piping Insulation	08-20-19
23 09 23	Direct Digital Control (DDC) System for HVAC	08-20-19
23 31 13	Metal Ducts	08-20-19
23 33 00	Air Duct Accessories	08-20-19
23 33 46	Flexible Ducts	08-20-19
23 34 16	Centrifugal HVAC Fans	08-20-19
23 34 23	HVAC Power Ventilators	08-20-19
23 36 00	Air Terminal Units	08-20-19
23 37 13.13	Air Diffusers	08-20-19
23 37 13.23	Registers and Grilles	08-20-19

C07609.002.00    TOC - iii

08-20-19

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BRPH ARCHITECTS-ENGINEERS, INC.

DIVISION 23 - HEATING, VENTILATING, AND AIR CONDITIONING (HVAC) (cont.)

23 37 16	Fabric Air-Distribution Devices	08-20-19
23 74 16.11	Packaged, Small-Capacity, Rooftop Air-Conditioning Units (15-Tons and Under)	08-20-19
23 81 26	Split-System Air-Conditioners	08-20-19
23 82 39.16	Propeller Unit Heaters	08-20-19

DIVISION 26 - ELECTRICAL

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26 01 00	Common Work Results for Electrical	08-20-19
26 05 19	Low-Voltage Electrical Power Conductors and Cables	08-20-19
26 05 26	Grounding and Bonding for Electrical Systems	08-20-19
26 05 29	Hangers and Supports for Electrical Systems	08-20-19
26 05 33	Raceways and Boxes for Electrical Systems	08-20-19
26 05 36	Cable Trays for Electrical Systems	08-20-19
26 05 43	Underground Ducts and Raceways for Electrical Systems	08-20-19
26 05 44	Sleeves and Sleeve Seals for Electrical Raceways and Cabling (Non-Fire Rated Application)	08-20-19
26 05 53	Identification for Electrical Systems	08-20-19
26 05 73.13	Short-Circuit Studies	08-20-19
26 05 73.16	Coordination Studies	08-20-19
26 05 73.19	Arc-Flash Hazard Analysis	08-20-19
26 08 00	Commissioning of Electrical Systems	08-20-19
26 09 24	Digital Network Lighting Controls	08-20-19
26 09 43.23	Relay-Based Ligghting Controls	08-20-19
26 22 13	Low-Voltage Distribution Transformers	08-20-19
26 24 13	Switchboards	08-20-19
26 24 16	Panelboards	08-20-19
26 24 19	Motor-Control Centers	08-20-19
26 25 00	Enclosed Bus Assemblies	08-20-19
26 27 13	Electricity Metering	08-20-19
26 27 26	Wiring Devices	08-20-19
26 28 13	Fuses	08-20-19
26 28 16	Enclosed Switches and Circuit Breakers	08-20-19
26 29 13.06	Soft-Start Motor Contorllers	08-20-19
26 29 23	Variable-Frequency Motor Controllers	08-20-19
26 32 13.16	Gaseous Emergency Engine Generators	08-20-19
26 33 43	Battery Chargers	08-20-19
26 36 00	Transfer Switches	08-20-19
26 43 13	Surge Protection Devices (SPDs)	08-20-19
26 51 19	LED Interior Lighting	08-20-19

C07609.002.00    TOC - iv

08-20-19

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BRPH ARCHITECTS-ENGINEERS, INC.

DIVISION 26 - ELECTRICAL (cont.)

26 52 13	Emergency and Exit Lighting	08-20-19
26 56 19	LED Exterior Lighting	08-20-19
26 56 00	Exterior Lighting	08-20-19

DIVISION 27 - COMMUNICATIONS

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27 05 26	Grounding and Bonding for Communicatoins Systems	08-20-19
27 05 28	Pathways for Communications Systems	08-20-19
27 05 29	Hangers and Supports for Communications Systems	08-20-19
27 05 36	Cable Trays for Communications Systems	08-20-19
27 05 43	Underground Pathways and Structures for Communication Systems	08-20-19
27 05 44	Sleeves and Sleeve Seals for Communications Pathways and Cabling	08-20-19
27 05 53	Identification for Communications Systems	08-20-19
27 11 00	Communications Equipment Room Fittings	08-20-19

DIVISION 28 - ELECTRONIC SAFETY AND SECURITY

28 46 21.11    Addressable Fire-Alarm Systems    08-20-19

END OF TABLE OF CONTENTS

C07609.002.00    TOC - v

08-20-19

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Exhibit 1.C Document Log 08.20.19 IFC Documents

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