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21-169121-1691 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSTRUCTION MANAGER AT RISK CONTRACT WITH BALFOUR BEATTY CONSTRUCTION, LLC, FOR THE RENOVATION OF THE LOOP 288 PROJECT, AS SET FORTH IN THE CONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7671 — CMAR AWARDED TO BALFOUR BEATTY CONSTRUCTION, LLC, IN THE NOT -TO -EXCEED AMOUNT OF $5,000.00 FOR PRE - CONSTRUCTION SERVICES). WHEREAS, Balfour Beatty Construction, LLC, the professional services provider (the "Provider") set forth in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees published by the professional associations applicable to the Provider's profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: ,SECTION 1. The City Manager, or their designee, is authorized to enter into a professional service contract with Balfour Beatty Construction, LLC, to provide preconstruction services for the renovation of the Loop 288 Project, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. , This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by e_ T�u ; S and seconded bye Io 'A r m % n V6 ,iz- This ordinance was passed and approved by the following vote I? - Q] : Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1: Brian Beck, District 2: Jesse Davis, District 3: Alison Maguire, District 4: Deb Annintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the y day of PM) t _ , 2021. GERARD HUD PETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY Iwo APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY Digitally signed by M -11a Lunn DN: doom, dc=cltyoidenton, dr-cadad, ou=Depanment Users and AAJ `��_�jL Groupss. oa�enoral Government, .Y �4�t5b au -Legal, cn=Marcega Lunn. BY: email=Marcella.Lunn.cityofdentan.co m DocuSign Envelope ID: SB2854F4-7CCO-44EA-B3C9-35338032BOB7 CITY OFY DENTON Docusign City Council Transmittal Coversheet RFQ 7671 Fife Name Loop 288 Renovation CMAR Purchasing Contact Lori Hewell City Council Target Date AUGUST 17, 2021 Piggy Back Option Not Applicable Contract Expiration NSA Ordinance 21-1.691 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-83C9-35338032BOB7 - Document A133-.2019 Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price 17th AUGUST AGREEMENT made as of the day of (In words, indicate day, month, and year) BETWEEN the Owner: (Name, legal status, address, and other information) City of Denton 215 East McKinney Street Denton Texas 76201 (940)349-8307 and the Construction Manager: (Name, legal status, address, and other information) Balfour BegU Construction LLC 3100 McKinnon Street, 61' Floor Dallas, TX 75201 for the following Work, which is a portion of the_Project: (Name, location, and detailed description) Loon 288 — The Junction 909 North 288 Denton. TX 76209 The Architect: (Name, legal status, address, and other information) K_irlmatrick Architecture 100 W MulbpM St. Denton, TX 76201 The Owner and Construction Manager agree as follows. in the year Two Thousand Twenty One This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document A201 T1'-2017, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. Inst. AIA Document A133'-2019. Copyright© 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:35:57 ET on 07125/2021 under Order No.4786552496 which expires on 0511312022, is not for resale, is licensed for one-time use only, and 1 may only be used in accordance with the AIA Contract Documents®Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 882854F4-7CC0-44EA-B3C9-35338032BOB7 TABLE OF ARTICLES 1 INITIAL INFORMATION 2 GENERAL PROVISIONS 3 CONSTRUCTION MANAGER'S RESPONSIBILITIES 4 OWNER'S RESPONSIBILITIES 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 7 COST OF THE WORK FOR CONSTRUCTION PHASE 8 DISCOUNTS, REBATES, AND REFUNDS 9 SUBCONTRACTS AND OTHER AGREEMENTS 10 ACCOUNTING RECORDS 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 12 DISPUTE RESOLUTION 13 TERMINATION OR SUSPENSION 14 MISCELLANEOUS PROVISIONS 15 SCOPE OF THE AGREEMENT EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT EXHIBIT13 INSURANCE AND BONDS ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1. 1, (For each item in this section, insert the information or a statement such as "not applicable" or "unknown at time of execution. ") § 1.1.1 The Owner's program for the Project, as described in Section 4.1.1: (Insert the Owner's program, identify documentation that establishes the Owner's program, or stale the manner in which the program will be developed.) See Exhibit "C" — Scope of Work § 1.1.2 The Project's physical characteristics: (Idents or describe pertinent information about the Project's physical characteristics, such as size; location; dimensions; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site, etc) See Exhibit "C" — Scope of Work § 1.1.3 The Owner's budget for the Guaranteed Maximum Price, as defined in Article 6: (Provide total and, if known, a line item breakdown) To Be Determined Init. AIA Document A133-- 2019, Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 2 by AIA software at 12:35:57 ET on 0712512021 under Order No.4786552496 which expires on 05/13/2022, is not for resale, is licensed for one-time use only, and t may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCO-44EA B3C9-35338032BOB7 § 1.1 .4 The Owner's anticipated design and construction milestone dates: .1 Design phase milestone dates, if any: Exhibit "D" — Construction Manager's Project Schedule .2 Construction commencement date: Exhibit "D" — Construction Manager's Project Schedule .3 Substantial Completion date or dates: Exhibit "D" — Construction Manager's Proiect Schedule .4 Other milestone dates: Exhibit "D" — Construction Manager's Proiect Schedule § 1.1.5 The Owner's requirements for accelerated or fast-track scheduling, or phased construction, are set forth below: (Idents any requirements for fast-track scheduling or phased construction) To Be Determined § 1.1.6 The Owner's anticipated Sustainable Objective for the Project: (Identify and describe the Owner's Sustainable Objective for the Project, if any_) To Be Determined § 1.1,6.1 Manager 5 Exhibit,eets iRla this breemea4 to fine ' eatf 9-294 2019 is ineefparmed into this agFeemE23 4 2019 inte the a with the c,,..,,.;,,.,t,,e Objeetiv°.Omitted. § 1.1.7 Other Project information: (Identify special characteristics or needs of the Project not provided elsewhere) See Exhibit "C" — Scope of Work § 1,1.8 The Owner identifies the following representative in accordance with Section 4.2: (List name, address, and other contact information) a Scott Gray City of Denton Airport Manager 215 East McKinnev St. Denton, TX 76201 (940) 349-7744 Scott.GravCcr 6tvofdenton.com Danielle Shaw City of Denton Community Development Manager 215 East McKinney St. Denton, TX 76201 Init. AIA Document A133'" —2019. Copyright© 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved, The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 0511312022, is not for resale, is licensed for one-time use only, and 1 may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 (940)349-7237 Danielle. Shaw@cityofdenton.com § 1.1.9 The persons or entities, in addition to the Owner's representative, who are omav review the Construction Manager's submittals to the Owner are as follows: (List name, address and other contact information) To Be Determined § 1.1.10 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact information) Geotechnical Engineer: To Be Determined .2 Civil Engineer: By Architect .3 Other, if any: (List any other consultants retained by the Owner, such as a Project or Program Manager.) To Be Determined § 1.1.11 The Architect's representative: (List name, address, and other contact information.) David Robinson Kirkpatrick Architecture Studio Managing Director 100 W Mulberry St. Denton, TX 76201 (405)360-0810 § 1,1.12 The Construction Manager identifies the following representative in accordance with Article 3: (List name, address, and other contact information) Damon E. Maldonado Balfour Beatty Construction, LLC Vice President & Business Unit Leader 3100 McKinnon Street, 6th Floor Dallas, TX 75201 (214) 451-1228 dmaldonado(a)balfourbeattyus.com § 1.1.13 The Owner's requirements for the Construction Manager's staffing plan for Preconstruction Services, as required under Section 3.1.9: Init. AIA Document A133'-2019. Copyright 01991. 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The 'American Institute of Architects,' `AIA," the AIA Logo, and "AIA Contract Documents' are registered trademarks and may not be used without permission This document was produced by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 05113!2022, is not for resale, is licensed for one-time use only, and t may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 (List any Owner -specific requirements to be included in the staffingplan) See Exhibit "E" — Key Personnel § 1.1.14 The Owner's requirements for subcontractor procurement for the performance of the Work: (List any Owner -speck requirements for subcontractor procurement.) See Sections 3. 1.11 and 3.1.12 herein. § 1.1.15 Other Initial Information on which this Agreement is based: Not Applicable § 1.2 The Owner- a -ad Ceastpdetien M e may rely on the Tidal hifefmatian. Both PaAies, heweve I § 1.3 ' to the ether Omitted. :Omitted. ARTICLE 2 GENERAL PROVISIONS § 2.1 The Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in Exhibit "Z" — Schedule of Exhibits this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal, the Contract Documents will also include the documents described in Section 3.2.3 and identified in dw-Exhibit "A" — Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 3.2.8. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. An enumeration of the Contract Documents, other than a Modification, appears in Article 15 2.1.1 If, and to the extent of any inconsistency, ambigui1y, discrgUancy or error in the Contract Documents referred to collectively in this Section 2.1.1 as "discrepancy" ), the Construction Manager shall immediately seek clarification from the Architect and notify the Owner that clarification has been requested. in the event that the Architect fails to clarify such discrepancy, within a reasonable time under the circumstances, the Construction Manager shall proceed with the Work without the clarification based on the written permission from the Owner, and give precedence to the Contract Documents in the following descending order of priority: 1 Modifications issued after execution of the Owner -Construction Manager Agreement including all exhibits not specifically referenced in Section 2.1; .2 the Owner -Construction Manager Agreement, .3 Addenda issued prior to the execution of the Owner -Construction Manager Aizreement, with the Addenda bearing the latest date taking precedence-, .4 the General Conditions of the Contract for Construction', and .5 the Drawings and Specifications. Init. AIA Document A133'-2019. Copyright @ 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 5 by AIA software at 12:35:57 ET on 0712512021 under Order No.4786552496 which expires on 05/1312022, is not for resale, is licensed for one-time use only, and I may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia,org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 § 2.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to -to, without limitation, cooperate with the Architect and exercise the Construction Manager's skill and judgment in furthering the interests of the Owner 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. The Owner agrees to furnish or approve, in a reasonably timely manner, information required by the Construction Manager when such information is requested in writing and to make payments to the Construction Manager in accordance with the requirements of the Contract DesumeDocuments and in accordance with Texas Government Code Ch. 2251. § 2.3 General Conditions § 2.3.1 For the Preconstruction Phase, AIA Document A20IT14--2017, General Conditions of the Contract for Construction, shall apply as follows: Section 1.5, Ownership and Use of Documents; Section 1.7, Digital Data Use and Transmission; Section 1.8, Building Information Model Use and Reliance; Section 2.2.4, Confidential Information; Section 3.I2.10, Professional Services; Section 10.3, Hazardous Materials; Section 13. 1, Governing Law. The term "Construction Manager" in this A133 AjZreement shall mean and include the use of the terms "Construction Manaizer at Risk", or "CMaR". The term "Contractor" as used in A201-2017 shall raem the Gens4uefien Managef.also mean and include the use of the terms "Construction Manager at Risk," or "CMaR". § 2.3.2 For the Construction Phase, the general conditions of the contract shall be as set forth in A201-2017, which document is incorporated herein by reference. The term "Contractor" as used in A201---2017 shall mean the Construction Manager. 2.3.3 All references in this A eement to AIA Document A201TIk-2017 General Conditions of the Contract for Construction, shall mean the AIA Document A201 Tm-2017, General Conditions of the Contract for Construction, as modified and amended by the narties hereto. ARTICLE 3 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager's Preconstruction Phase responsibilities are set forth in Sections 3.1 and 3.2, and in the applicable provisions of A201-2017 referenced in Section 2.3.1. The Construction Manager's Construction Phase responsibilities are set forth in Section 3.3. The Owner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project, § 3.1 Preconstruction Phase § 3.1.1 Extent of Responsibility The Construction Manager shall exercise reasonable care in performing its Preconstruction Services. The Owner and Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of services and information furnished by the Construction Manager. The Construction Manager, however, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. However, if the Construction Manager recognizes, or a Construction Manager of similar size and experience would have recognized that portions of the Drawings and Specifications are at variance therewith, but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Constriction Manager as a request for information in such form as the Architect may require. The recommendations and advice of the Construction Manager concerning design alternatives shall be subject to review by the Architect and approval of the Owner and the Owner's other professional consultants. § 3.1.2 The Construction Manager at Risk, after carefully reviewing Exhibit "C" -- Scope of Work and the Conditions of the Contract, shall provide a preliminary evaluation of the Owner's pfegmm, program for the Project, and the Construction Manager's Work which is a portion thereof, and will work with the Owner and Architect to establish the izeneral. parameters of the Construction Mana er's management plan, budget and schedule for the Work, each in terms of the other. Such parameters shall be agreed upon meetings held with the Parties as needed for the ose and a more detailed understanding of the work plan, budget and Init. AIA Document A133--2019. Copyright D 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The 'American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:35:57 ET on 0712512021 under Order No,4786552496 which expires on 05/13/2022, is not for resale, is licensed for one-time use only, and > may only be used in accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-353380326067 schedule shall be proposed by the Construction Manager to the Owner and Architect in a written_ preliminary draft of a Construction Management Plan thereafter, but prior to the execution of this Agreement. § 3.1.2.1 The Construction Manager, after consulting with the Owner and Architect, shall update the preliminary proposed Construction Management Plan for the Work for the Architect's further review and Owner's approval. Such review and a royal shall not in gny way reduce the Construction Manager's responsibility to indemnify the Indemnitees; including but not limited to those specified in Sections 3.18.2 and 4.2.3.1 of the AIA A201— 2017 General Conditions, as amended. In pLeparing the Construction Management Plan the Construction Manager shall consider, without limitation the Owner's safety, schedule, cost, quality, and design goals and requirements for the Construction Manager's Work and the Owner's Project each in terms of the other. The Construction Manager shall then develop and consider various alternatives for the sequencing and management of the Work and shall recommend to the Architect and Owner those alternatives that are best suited to the .goals of both the Work and the Project. The Construction Management Plan must include, at a minimum and without limitation, these separate deliverables: .1 Safely and Logistics Plan; .2 Construction Manager's Project Schedule; .3 Cost Mana ement Plan Control Estimate and Schedule of Values- .4 Oualitv Management, Commissioning and Turnover Plan; and .5 Information Management System. As part of this Construction Management Plan, the Construction Manager shall prepare and submit to the Architect for review, and subsequently for the Owner's written approval, a Control Estimate either with the proposed Construction Management Plan prior to the execution of this A eement or ifspecifically agreed otherwise in writing by the Owner within twenty-one (21) days of executing this Agreement. The Control Estimate shall include the estimated Cost of the Work plus the Construction Manager's Fee. The Control Estimate shall be used to monitor the conformance of the Design Documents with the Owner's Budget during the Preconstruction Phase and the actual costs and the timely performance of the Work during the Construction Phase. The Control Estimate shall be updated continuously, or a minimum of eve other week, in addition to full Construction Estimates at the end of each phase. The Construction Manager shall update the Control Estimate not later than fifteen (15) business days after release of Drawings and Specifications identified by Owner, either directly or through the Architect, as prepared for Construction Manager's pricing (a "Pricing Submittal") during the Preconstruction Phase and again not later than each Application for Payment to reflect Changes in the Work durina the Construction Phase. 3.1.2.2 The Control Estimate must include: .1 a list of the documents enumerated in Article 1 of the Agreement, including their dates, all Addenda thereto and the Conditions of the Contract; .2 a list of the clarifications and assum tions made by the Construction Mana er in the preparation of the Control Estimate, including assumptions made, to supplement the information provided by the Owner and contained in the Drawings and Specifications, .3 a statement of the estimated Cost of the Work organized by trade categories or systems and the Construction Manager's Contingency, General Conditions and Construction Manager's Fee; as those costs are further described and detailed in Exhibit "C" — Construction Manager's Soft Costs and_Fee 4 schedules indicatingproposed activities, activity sequences and durations, milestone dates for receipt and approval of pertinent information, schedule of shop drawings, submittals, and samples; procurement and delivery of materials or equipment that must be ordered well in advance of construction-, pre -installation meetings; mockups; materials testing inspections, and permitting activities; and the Owner's occupancy_ requirements, showing portions of the Work and the Project having occWancy jriority; and .5 contingencies for further development of design and construction as required by Section 3.1.1.4. & 3.1.2.3 The Construction Manager shall meet with the Owner and Architect to review the Control Estimate. In the event that the Owner or Architect discovers any inconsistencics or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Control Estimate. When the ]nit. AIA Document A133' — 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The American Institute of Architects," "AIA," the AIA Logo, and `AIA Contract Documents' are registered trademarks and may not be used without permission. This document was produced 7 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 0511312022. is not for resale, is licensed for one-time use only, and I may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 882854F4-7CC0-44EA-83C9-35338032BOB7 Control Estimate is acceptable to the Owner, the Owner shall acknowledge it in writing. The Owner's acceptance of the Control Estimate does not imply that the Control Estimate constitutes a Guaranteed Maximum Price. § 3.1.2.4 The Drawings and Specifications are anticipated to require further development by the Architect, and the Construction Manager shall provide in the Control Estimate for such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials finishes orequipment, all of which if required, shall be into orated in a revised Control Estimate by mutual agreement of the parties. § 3.1.2.5 The Construction Manager shall develop and implement a detailed system of cost control (the "Cost Management Plan") that will provide the Owner and Architect with timely information as to the anticipated total Cost of the Work. The Cost Management Plan shall detail the processes used to compare the Control Estimate with the Pricing Sets released during the Preconstruction Phase, and during the Construction Phase, the actual cost for activities inpro rg ess and estimates for uncompleted tasks and prolaosed changes. This information shall be reported to the Owner, through the Construction Manager, in writing, no later than twenty-one (2 1) days after the release date of any Pricing Set during the Preconstruction Phase and again not later than the Construction Manager's fast Application for Payment and shall thereafter be revised and submitted with each Application for Payment, § 3.1.3 Consultation § 3.1.3.1 The Construction Manager shall schedule and conduct meetings with the Architect, the Owner and their consultants to discuss such matters as procedures, progress, coordination, and scheduling of the Work. § 3.1.3.2 The Construction Manager shall advise the Owner and Architect aFron, without limitation, proposed site use and improvements, selection of materials, building systems, and equipment, The Construction Manager shall also provide recommendations to the Owner and Architect, consistent with the Project requirements, en on, among other aspects of the Work and the Project, constructability; availability of materials and labor; actions designed to minimize adverse effects of labor or material shortages; time requirements for procurement, installation and construction; prefabrication; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life -cycle data, and possible cost reductions. The Construction Manager shall consult with the Architect regarding professional services to be provided by the Construction Manager during the Construction Phase. § 3.1.3.3 The Goastr-aetieB Managef shall assist the Qvffier- and Arehiteet in establishing building infefmation me4ehiig Data 94ibit, to e8�abhsh the pr-ateeals for- the development, use, q�ansmissieii, and e�iehEffige ef digita! .Omitted. § 3.1.4 Project Schedule ? he: Wpjeet regal.-.,..., nts in Seetion ^ , , h., -.a been s.,fr:, ienlh. ideR fi .a «h The Construction Manager shall prepare and periodically update a Project schedule for the Architect's review and the Owner's acceptance. The Construction Manager shall obtain the Architect's approval for the portion of the Project schedule relating to the performance of the Architect's services. The Pr-ejeet sehea„t„ Exhibit "B” -- Construction Manager's Project Schedule shall coordinate and integrate the Construction Manager's services, the Architect's services, other Owner consultants' services, and the Owner's responsibilities; and identify items that affect the Project's timely completion. The updated Pr-ejeet sehedle shall—Construction Manager's Project Schedule must include the following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of commencement and completion required of each Subcontractor; ordering and delivery of products, including those that must be ordered in advance of construction; and the occupancy requirements of the Owner. As design proceeds, the Construction Manager's Project Schedule shall be updated by the Construction Manager to indicate in increasing detail and without limitation proposed sequences and durations of the Preconstruction Phase activities and the activities necessga to com lete the Work during the Construction Phase. This schedule will include at minimum the following milestones: .1 dates for receipt and approval of pertinent information by the Owner,_ governmental agencies and other stakeholders, .2 Owner's submittal dates of information agreed to be required by the Construction Manager and Architect; .3 dates for Construction Manager's submittal and the Architect's and Owner's review and subsequent Owner's approval of the initial Control Estimate and subsequent updates; Init. AIA Document A133'-2019. Copyright© 1991, 2603, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects,' "AIA," the AIA Logo, and "AIA Contract Documents' are registered trademarks and may not be used without permission. This document was produced $ by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 0511312022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service, To report copyright violations, a -mail copyright@aia.org. User Notes; (928533613 DocuSign Envelope 1D: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 4 submittal review by the Architect and Owner, and Owner's subsequent approval of the Construction Management Ply .5 preparation and processing of sbon drawings and samples-, 6 delivexy of materials orequipment re uirin long-lead-timeprocurement; .7 Owner's occupancy re uirements showing portions of both the Work and the Project having occu anc priority; and .8 proposed dates of Substantial Completion and Final Payment. If the Construction Manager's Project Schedule a dates indicate that previously accepted schedules may not be met the Construction Manager shall make appropriate recommendations for acceleration, concurrency of activities, and other alternatives to the Owner and Architect to maintain the most recent!y accepted target dates for the Work § 3.1.5 Phased Construction The Construction Manager, in consultation with the Architect, shall provide recommendations with regard to accelerated or fast-track scheduling, procurement, and sequencing for phased construction. The Construction Manager shall ate make recommendations to the Owner and Architect regarding the phased issuance of Drawings and Specifications (if any) to facilitate the Construction Manager's Project Schedule taking into consideration such factors as, without limitation relative cost impacts (if any), constructabilityprocurement and construction scheduling issues economies long lead item re uirements time of performance, availabilfty of labor and materials and provisions for temporary facilities. § 3.1.6 Cost Estimates § 3.1.6.1 Based on u dap tes to the preliminary design and enew design criteria prepared by the Architect, or otherwise rovided and in addition to the formal Control Estimates above the Construction Manager shall prepare, for the Architect's review and the Owner's approval, preliminary estimates of the Cost of the Worm or the cost of program requirements using area, volume, or similar conceptual estimating techniques. If the Architect or Construction Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems. § 3.1.6.2 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and Architect, an estimate of the Cost of the Work with increasing detail and refinement. The Construction Manager shall include in the estimate those costs to allow for the further development of the design, price escalation, and market conditions, until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. The estimate shall be provided for the Architect's review and the Owner's approval. The Construction Manager shall inform the Owner and Architect in the event that the estimate of the Cost of the Work oxeeed s the t.,+eSt appr.,,.v.] PF9j GGr F.ladg exceeds or appears likely to exceed, the latest approved Control Estimate, and make recommendations for corrective action. § 3.1.6.3 If the Architect is providing cost estimating sem4ees as ^ r..pp e..,en*-a eo^ ' ;services, and a discrepancy exists between the Construction Manager's cost estimates and the Architect's cost estimates, the Owner the Construction Manager and the Architect shall work together to reconcile the cost estimates. § 3.1.7 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall consult with the Owner and Architect and make recommendations regarding constructability and schedules, for the Architect's review and the Owner's approval. § 3.1.8 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding equipment, materials, services, and temporary Project facilities. § 3.9.9 The Genswaetian Manager- shall pr-e�Ade a st&ffing plan for- Phase semees f4 the Qwfier's re,4.4evr emitted. § 3.1.10 Preeenstfaefien Phase responsibilities as fequir-ed in AIA Deettmefft E2341M 2019, Sustainable Wi�eets , r. sty- eti r,r, e as Gens4fuetar- Edition, ,#ached to t .. b-..4.Omitted. Init. AIA Document A133'-2019. Copyright @ 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 9 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786$52496 which expires on 05113/2022, is not for resale, is licensed for one-time use only, and 1 may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes., (928533613) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 3.1.11 Subcontractors and Suppliers § 3.1.11.1 if the Qvffief: has foF in se-etion 1.1.14, the Gefts#ueti Mmegef shall provide a s4oeatraeting plan, addressing the Owner-' s r-equireffients, f0f: the Qv�%@f's r-evieW aflEl apffe .Omitted. § 3.1.11,2 The Construction Manager shall develop .Subcontractor and supplier interest in the Work and shall furnish to the Owner and Architect for their information a list of potential Subcontractors and suppliers that are qualified to possiblyfurnish materials services orequipment, from whom competitive prgposals will be requested for each principal portion of the Work. The Owner, after consulting with the Architect, will promptly reply in writing_to the Construction Mana er if they.object to aLly such Subcontractors or suppliers, or if there are additional Subcontractors or suppliers, they wish the Construction Manager to consider. The Construction Manager will be required to utilize the procedures set forth in Texas Government Code Section 2269.256 for review of bids or proposals for all trade contractor or subcontractor bids or proposals. The receipt of env such list of prequalified Subcontractors or suppliers shall not require the Owner or Architect to investigate the qualifications of any proposed Subcontractor or supplier nor shall it waive the right of the Owner, or Architect later to object to or reject any proposed Subcontractor or su lier. Review b the Owner or Architect of all or a portion of such list or their request for the Construction Manager to consider additional Subcontractors or suppliers shall not relieve the Construction Manger of its obligation to prequalify all Subcontractors and su tiers later solicited for bids or any other responsibili1y for the performance of the Construction Manager or an Subcontractor or supplier under this Agreement. § 3.1.11.3 The processes described in ^TSection 3.1.12 shall apply if bid packages will be issued during the Preconstruction Phase. § 3.1.12 Procurement The Construction Manager shall pfepafej7propose, for the Architect's review and the Owner's acceptance, a procurement schedule for items that must be ordered in advance of construction. The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered in advance of construction. If the Owner agrees to procure any items prior to the establishment of the Guaranteed Maximum Price, the Owner shall procure the items on terms and conditions acceptable Owner, after review and acceptance of those terms by the to the Construction Manager. Upon the establishment of the Guaranteed Maximum Price, the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept responsibility for the .responsibility for them as if procured by the Construction Manager. If such long -lead-time items are proposed to be procured by the Owner, they shall be procured on Owner's terms and conditions,_ which shall be provided to the Construction Manager for review. S 3.1.12,1 Selection by Competitive Bid: Exce t as otherwise a eed in writing by both -parties hereto the Construction Manager must publicly advertise for bids or proposals and receive competitive bids or proposals from any and all trade contractors or subcontractors for the performance of all major elements of the work other than the minor work that may be included in the general conditions and receive no Iess than three 3 res onsive bids in the following categories, where applicable: .1 Work performed by Construction Manager's Forces. If the Construction Manager wishes to perform Work with the Construction Mana er's own forces or through a Related Party as defined in Section 7.8 the Construction Manager must: a. obtain no less than three (3) additional resnonsive bids or nronosals from responsible Subcontractors acceptable to the Owner; b. submit a written bid or proposal for such Work to the Owner and Architect in the same manner as all other trade contractors or subcontractors; and C. obtain approval from the Owner and Architect that the Construction Manaecr's bid or nronosal rovides the best value for the Owner. .2 The Construction Manager shall use all effort necessary to solicit interest from all the potential qualified Subcontractor bidders for such Work;.vigorously and proactively communicate to them the Construction Manager's obligation to provide its bid to the Owner in advance; and deliver all Subcontractor bids for such Work to the Architect and Owner within four (4) hours of their receipt by Construction Manager. Init. AIA Document A133'" — 2019. Copyright ©1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects,' "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 10 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 05/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 .3 Other than services normally associated with Construction Mana eg isperformance of the General Conditions, Construction Manager shall not perform M portions of the Work unless it has been awarded such portion in accordance with the same procedures imposed upon all other trade contractors or subcontractors as specified above and then, only if the Owner has determined that the Construction Manager's bid or proposed bid provides the best value for the Owner. .4 In the event any Work is to be performed by the Construction Manager's own forces or by a Related Party, such Work shall be covered in a separate agreement between the Owner and the Construction Manager or the Related Party when required by the Owner, Such agreement shall, without limitation, satisfy all requirements for subcontracts as set forth herein. .5 In the event the Construction Manager cannot, using its utmost efforts,_ secure the required three (3) or more Subcontractors willing~ to provide responsive bids for any scope of the Work, the Owner and Architect shall work with the Construction Manager to solicit these responsive bids. In the event that the Construction Mana er working in conjunction with the Owner and Architect is still unsuccessful in securing three (3) responsive bids for a scope of the Work, the Owner shall waive the requirement for three (3) competitive bids, where allowed by law, but solely for the category of Work in question. 3.1.12.2 Pro -Qualifying Bidders The Construction Manager shall develop lists of possible Subcontractor and other necessary bidders and T)re-quahry bidders, unless otherwise agreed to in writing by Owner. .1 The Construction Manag=er's pre -qualification process shall include some, or all, of following services for some or all of the Subcontractors and suppliers as agreed in advance with the Owner and Architect: preparation and transmission of requests for qualifications; receiving and analyzing qualifications; interviewing_ possible bidders bonding agents. and financial institutions; and preparing summaryeports regarding these activities to the Owner and Architect. .2 The Construction Manager shall also pMarea proposed qualified bidders Iist for each bid package for the Work for the review and comment of the Owner and Architect. .3 The Owner or Architect may desi ng ate specific persons or entities from whom the Construction Manager shall obtain bids; however, if the Guaranteed Maximum Price has been agreed, the Owner may not prohibit die Construction Manager from obtaining bids from other bidders that are otherwise qualified and approved by the Owner and Architect. Such approval shall not be unreasonably withheld. .4 The Construction Manager shall be responsible for pre -qualifying all Subcontractors and suppliers; shall be responsible for their performance; and shall not be required to contract with any Subcontractor or supplier to whom the Construction Manager can demonstrate a factual and reasonable, or legal objection. 3.1.12.3 Delivery of Bid Documents The Construction Manager shall expedite the delivery of bid documents to the bidders. The Construction Manager shall obtain documents from the Architect and arrange for electronic distribution to Subcontractors and other vendors, with electronic confirmation of receipt; or in the case of hard copy distribution, printing, binding, wrapping and delivery to the bidders. The Construction Manager will determine the vendor(s) to be used fo�rinting, and costs of hard copy printing, bindiniz, and distribution shall be billed direct!y to the Owner as directed by the Construction Manager. The Owner prefers electronic distribution but will approve a reasonable amount for printing hard copies when a budget is submitted by the Construction Manager in advance. The Construction Manager shall maintain a record of bidders receiving documents. § 3.1.12.4 Pre -Bid Conference In conjunction with the Owner and Architect, the Construction Manager shall conduct Pre-bid Conferences. These conferences shall be forums for the Construction Manner to ex lain to the bidders the requirements of the Work and the proposed Contract Documents, including, without limitation information concerning the Construction Management Plan and its safe logistics, schedule ualily, cost control and other requirements; access restrictions; the ro'ect's administrative procedures; and technical design and engineering information. 4 3.1.12.5 Information to Bidders Init. AIA Document A133--2019. Copyright© 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 11 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 05!1312022, is not for resale, is licensed for one-time use only, and 1 may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copydght@aia.org, User Notes: (928533613) DocuSign Envelope ID: SB2854F4-7CCO-44EA-B3C9-35338032BOB7 The Construction Manager shall develop and coordinate procedures to document, forward to the Architect track questions from and provide and document answers to bidders' questions. $ 3.1.12.6 Addenda The Construction Manager shall receive from the Architect a copy of all addenda. The Construction Manager shall review all addenda for clarity; consistency of response-, and insure coordination of distribution and receipt among the bidders. By performing the reviews described herein the Construction Manager is conducting the review in its ca aci as a contractor and is not acting in a manner so as to assume responsibility or liability, in whole or in part, for alt or any part of the content of the Design Documents or the design intent. 4 3.1.12.7 Bid Openings § 3.1.12.7.1 The Construction Manager shall receive, open, and evaluate the bids with the Owner and Architect in attendance at their option. Whether or not they attend the Owner Construction Manager and Architect will Proinptly be provided with copies of all Subcontractor and supplier bids received, initialed by and or electronically by the Construction Manager to confirm each as an accurate and timely, submitted copy. The Construction Manager will have the right to reject any and all bids or -proposals, when such re•ection is based on the Construction Manager's consistent) applied, obiective, and standard evaluation criteria which must be included in the public advertisement. § 3,1.12.7.2 The Construction Manager shall evaluate all apparent responsible bidders for all major components of Work, and may conduct interviews to determine the responsiveness of their bids or proposals. In evaluating the responsiveness of bid or proposals and inmakin a determination as to the best value bid or proposal submitted the Construction Manner, in addition to bid or proposal price, may consider the following factors: past performance on similar projects• qualifications and ex erience of personnel assigged to the Safety and Logistics Plan the Qualft Management, Commissioning and Turnover Plan, and other components of the Work; approach or understanding of the Work to be performed, performance schedule to cam Tete the Work-, or other criteria agteed u on with the Owner and Construction Manager in advance and in writing. § 3.1.12.7.3 Any portion of the Construction Manager's evaluation of Subcontractor and suMher bids by the Construction Manager may be attended by the Architect and Owner, at their option, and they will be given compete access to all aspects of the process. Such participation by the Owner, Architect and Owner, or their receipt of copies of Subcontractors' and suppliers' bids and proposals shall not impose any burden of review or analysis on them or relieve the Construction Manager of its sole res onsibilit for the Construction Manager's, Subcontractors' and su liers' performance under this Agreement. § 3.1.12.7.4 The Construction Manager will resolve any Subcontractor or supplier bid withdrawal, protest or disqualification in connection with the award at no increase in the Cost of Work. 3.1.12.8 Analyzing Bids and Award Recommendation Upon receipt of bids and completion of each bid package's evaluation, the Construction Manager shall prepare a formal award recommendation, including alternate prices and unit prices (if any), for each bid package for the Owner's and Architect's review. Subsequent and subject to such review, Construction Mana er shall re uest the Owner's review and approval of its award recommendation. The Owner will then determine, with the advice of the Construction Manager and subject to the reasonable objection of the Architect which bids will be accepted. Notwithstanding any other provision in this agreement, the Owner reserves the right to reject any and all bids. 4 3.1.12.1 If the Guaranteed Maximum Price has been established and a specific bidder among those whose bids are delivered by the Construction Manager to the Owner and Architect (1) is recommended to the Owner by the Construction Manager; 2 is qualified and approved by Owner to verfonn that portion of the Work,• and 3 has submitted a bid which conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Martager shall be entitled to submit a Chane Order allowiny for an adjustment to the Contract Time, if needed and an adjustment to the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner, 4 3.1.12.9 Construction Contracts AIA Document A133--2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The 'American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are registered trademarks and may not be used without permission. This document was produced 12 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 05113/2022, is not for resale, is licensed for one-time use only, and ! may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia,org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-3533803260B7 At the direction of the Owner, the Construction Manager shall pMare, execute and deliver the Contract Documents between the Construction Manager and the Subcontractors and suppliers. The Construction Manager shall also issue the notices to proceed to each Subcontractor and Su Tier after execution of such Contract Documents. .1 All Work shall be performed under written subcontracts or by other appropriate written agreements with the Construction Manager. .2 Such subcontracts and a eements shall contain the same obligations for the Subcontractor to the Construction Manager for their portions of the work as the Construction Manager has to the Owner for the Work under this Agreement. .3 Subcontracts and other agreements shall not be awarded on the basis of cost plus a fee without the prior written consent of the Owner. § 3.1.13 Compliance with Laws The Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its performance under this Contract, and with equal employment opportunity programs, and other programs as may be required by governmental and quasi -governmental authorities. § 3.1,14 Other Preconstruction Services -...r .. n an .,i ibit m a to ti : a ,,umien Omitted. Not Applicable X3.1.15 Construction Manager's Review of Design Documents Prepared by the Architect The Construction Manager shall review the Design Documents for clarity, consistency, constructability and coordination amoniz the Subcontractors. The results of the review shall be provided as either electronic notes or "red -line" notations on the documents themselves. With the exception of the Design -Build Scope, the Construction Manager is not responsible for providing, nor does the Construction Manager control the desi intent and contents of the Design Documents prepared by the Architect. By performing the reviews described herein, the Construction Manager_is_not acting in a manner so as to assume res onsibility or liability, in whole or in part, for all or any part of the Design Documents prepared by the Architect or their desi intent. The Construction Mana er's action in reviewing the Project design and Desi Documents prepared by the Architect and in making recommendations as provided herein for such documents are only advisory to the Owner. 3.1.16 Design Recommendation The Construction Manager shall make recommendations to the Owner and Architect with respect to constructability, construction cost and sequence of construction, construction duration, possible means and methods of construction, time for construction and separation of the Work into contracts for various categories procurement and Rerformance, and compliance with the previously approved Work Breakdown Structure (referred to as "WBS"). All Design Document reviews by the Construction Manager, and subsequent design recommendations shall be in accordance with the Owner's goals for the Work and the Project and in conformance with the Quality Management Commissionin and Turnover Plan. 3.1.17 Owner Design Reviews The Construction Manager shall expedite the Owner's design reviews by coWiling and conveying the Owner's comments in its review comments to the Architect. 3.118 Ap royals by Re ulato Agencies In accordance with the most recent!y approved Construction Manager's Construction Schedule the Construction Manager shall monitor transmittal of documents to regulatory agencies for review and shall advise the Owner and Architect of potential dela s and problems in coWleting such reviews offer recommendations for mitigating their impact, and shall com ile and convey the reglilatoTy agencies' comments to the Architect. 6 3.1.19 Public Relations Itllt. AIA Document A133--2019. Copyright Q11991, 2003, 2009, and 2019 by The American institute of Architects. All rights reserved. The "American Institute of Architects," "A1A:" the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 13 by AIA software at 12:35:57 ET on 0712512021 under Order No.4786552496 which expires on 05113/12022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract DocumentO Terms of Service, To report copyright violations, e-mail copyright@aia.org. User Notes: (9285336613) DocuSign Envelope ID: 882854F4-7CC0-44EA-B3C9-35338032B9B7 When specifically directed in writing, the Construction Manager shall assist the Owner in public relations activities and shall Prepare information for and attend public meetings regarding the Rroject. Such assistance information and participation by Construction Manager shall be subject to strict oversight and control by the Owner and be bound by Owner's confidentiality requirements as shown in Exhibit "E" — Confidentiality of the Project. § 3.1.20 Revisions to Construction Manager's Construction Schedule While perfonnigg the services re uired to implement the Construction Management Plan and as necesapa throughout the Preconstruction Phase, the Construction Manager shall recommend revisions to the Construction Manager's Construction Schedule, if and when appropriate, for Owner's and Architect's review. Subject to such review, and the Owner's subsequent approval, the Architect shall issue Chane Orders as needed to the qppmpriate parties to im lement the approved revisions to the Construction Manager's Construction Schedule. § 3.1.21 Monitoring the Construction Manager's Construction Schedule While performing the services in this Agreement, the Construction Manager shall monitor the Architect's compliance with the Architect's res onsibilities for reviews and a royals shown in the Construction Mana er's Construction Schedule. The Construction Manager shall inform the Architect and Owner of any significant risk for delay due to the Prosect due to the Architect's non-com liance or failure to timely perform known Architect responsibilities and issue updates as necessary to keep the Owner and Architect informed of other schedule impacts. §.3,1.22 Bidding and Award Schedule Prior to transmitting the proposed Contract Documents to bidders and as a component of the Construction Manager's Construction Schedule the Construction Manager shall prgpare a detailed Bidding and Award Schedule for vrocurement of each put of the Work and make the schedule available to the Owner and Architect for review, and incorporate those revisions reasonably requested by the Owner or Architect as a result of such review. § 3.1.23 Impacts to.the Construction Budget and Schedule The Construction Manager shall make recommendations to the Architect and Owner to mitigate, without limitation the cost_ and time impacts of any ongoing desi ng changes; unforeseeable delays or scope changes; and other factors beyond the reMonsibili1y of the Construction Manager to control under this Agicement that ma result in revision to the Construction Manager's Construction Schedule or Control Estimate. § 3.1.24 Preconstruction Cost and Schedule Control In accordance with Cost Management Plan and Section 3.1.2.1, the Construction Manager shall prepare a formal update to the Control Estimate for each Pricing Submittal released by the Architect. Each new Control Estimate submittal shall be accompanied by a report to the Owner and Architect identifying specific variances from the previous Construction Manner's Control Estimate and im acts to the Construction Manager's Construction Schedule, The Construction Manager shall clearly identify the specific changes by line item in the proposed Control Estimate and proposed Construction Manager's Construction Schedule and also clear!y identify the specific changes in scope and quality from the previous Pricing Submittal not reasonably inferable therefrom causing such proposed changes in cost and time. In the event no additional scope or uali changes have been made in the new Pricing Submittal that were not reasonably inferable from earlier submittals, the Construction Manager will identify the other cause(s) of such proposed changes in the Control Estimate and Construction Manager's Construction Schedule and provide sypporting supportingdetail acce table to the Architect and Owner sufficient to easily validate such changes. The Construction Manager shall coordinate facilitate and request acceleration of the activities of the Owner and Architect when changes to the design are required to remain within the cost shown in the Control Estimate and meet the Construction Manager's Construction Schedule, 3.1.25 Sustainabili and Environmentally Res onsible Design One of the Owner's goals is an energy efficient, sustainable Project, and therefore the Construction Manager shall participate in interactive work sessions when scheduled by the Architect for the purpose of identifying environmentally responsible alternatives for the Work evaluating the relative merits of each and assisting with selecting the vreferred alternatives) to be incorporated into the Project. The Owner may attend and participate in such work sessions at its omion. - 3.1.26 Value Studies Using the information obtained during the work sessions described above and other meetings, and such energy models and other data on systems and Inst. AIA Document A133'" — 2019, Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 14 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 05113/2022, is not for resale, is licensed for one-time use only, and 1 may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032SO87 materials as mgy be provided by the Architect the Construction Manager shall pre are Value Studies as defined b either SAVE International (www.value-eng.org), or by using such other method for value analysis as mutually agreed by the Owner Construction Manager and Architect to be most efficient and effective for comparing the viable alternatives for major components of the Work. The results of these studies shall be in report form contain Value Engineering Proposals, and be distributed to the Owner and Architect for their review and use. 3.1.27 Value Engineering Each Value Engineering Proposal submitted by the Construction Manager must include, without limitation, the following: 1 a detailed description of the difference between the requirements of the current design and the proposed changes and comparative advantages and disadvantages of each, (2) itemization of aspects of the current design affected by the enactment of the proposal-, 3 the itn act of the proposal uipon both Control Estimate and the Construction Manager's Construction Schedule; (4) a list of the projects to the extent known, where the proposal was previously used in similar circumstances and the results of that ex erience 5 any other information reasonably necessaa to fully evaluate the Proposal; and & the date by which the Owner must accept the proposal in order for the Construction Manager's cost and time estimates to remain valid. § 3.1.28 Cash Flow Report The Construction Manager shall integrate the Control Estimate and the Construction Manager's Construction Schedule using the WBS and periodically pLgare,update, and distribute a Cash Flow Ee art that results from such integration. The frequency of issuance of such Cash Flow Reports shall be acceptable to the Owner and Architect. 3.1.29 Preconstruction Phase Change Report The Construction Manager shall prepare and distribute Preconstruction Phase Change Reports weekly that shall list all Owner -approved Change Orders; all pending Change Order Requests; allpending Proposal Requests as of the date of the report: and shall state the actual effect of such Change Orders, including the potential effect of such pending Change Order Requests and pending Proposal Requests on the Control Estimate and the Construction Manager's Construction Schedule. § 3.2 Guaranteed Maximum Price Proposal § 3.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager, the Construction Manager shall prepare -propose conversion of the most recently ayproved Control Estimate to a Guaranteed Maximum Price proposal for the Owner's and Architect's review, and the Owner's acceptance. The Guaranteed Maximum Price in the proposal shall be the sum of the Construction .Manager's estimate of the Cost of the Work, the Construction Manager's contingency described in Section 3.2.4, and the Construction Manager's Fee described in Section 6.1.2. 3.2.1.1 Alternatively, during the Preconstruction Phase but not later than six 60 days prior to the date the Work is scheduled to begjE beg'being advertised for bids the Owner, at its sole o tion may request the Construction Manager to establish a Guaranteed Maximum Price for the Work. The Guaranteed Maximum Price shall be documented by the Construction Manager as defined in Section 3.2.3 and, once established the Guaranteed Maximum Price shall be subject to modification only as defined in this Agreement. § 3.2,1.2 The Guaranteed Maximum Price shall be submitted by the Construction Manager in response to Section 3.2.1.1 above to the Owner and Architect not more than 30 days after receipt by the Construction Manager of the Owner's request for the Guaranteed Maximum Price. Owner, at its sole o tion and discretion may re ect the Guaranteed Maximum Price proposal or any of them in the case of multiple proposals, or attempt to renegotiate the proposal with Construction Mana er with the right to cease negotiations at Lny time and reject the proposal). Construction Manager shall not withdraw its Guaranteed Maximum Price proRosal and its pLoposal shall be irrevocable and open to acceptance by Owner for Ninety (90) days after Owner's receipt of such. Owner's rejection of Guaranteed Maximum Price proposal shall in no way entitle Construction Manager to make an claim for compensation or damages due to such rejection all of which claims are hereby waived and released. § 3.2.2 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes, or equipment, all of which, if required, shall be incorporated by Change Order. Init. AIA Document A133'" — 2019. Copyright � 9991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 15 by AIA software at 12:35:57 ET on 07/25/2029 under Order No.4786552496 which expires on 06113/2022, is not for resale, is licensed for one-time use only, and l may only be used in accordance with the AIA Contract Documents® Terms of Service, To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 3,2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which smell -must include the following: .1 A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of the Contract; .2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 3.2.2; .3 A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, including allowances; the Construction Manager's contingency set forth in Section 3.2.4; and the Construction Manager's Fee; .4 The anticipated date of Substantial Completion and Construction Manager's Project Schedule upon which the proposed Guaranteed Maximum Price is based; and .5 A date by which the Owner must accept the Guaranteed Maximum PPrice; .6 Documentation and detail supporting the Cost of the Work (e.g. detailed quantities unit costs, quotations, Subcontractors proposals. etc.): .7 A separate listing of anv previously agreed upon Allowances and their basis: and .8 A detailed listing of the further information required from the Owner and Architect and their required issuance dates upon which the date of Substantial Completion is based. § 3.2.4 In preparing the Construction Manager's Guaranteed Maximum Price proposal, the Construction Manager shall include a contingency ("Construction Manager's Contingency") for the Construction Manager's exclusive use to cover those costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order. § 3.2.4.1 The Construction Manager shall also include a separate line item in the Guaranteed Maximum Price for each contingency s ccified in Section 6.7.8 of this Agreement, labeled to match their respective uses shown in that Section. § 3.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal. In the event that the Owner or Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. § 3.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Construction Manager, Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement, a copy of which the Owner shall provide to the Architect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. § 3.2,6.1 In the event the Owner does not accept the Construction Manager's Guaranteed Maximum Price proposal and elects not to go forward with either the Construction Manager, the Work or both the Construction Manager shall be reimbursed in accordance with Section 10. 1.2 herein. § 3.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the execution of the Guaranteed Maximum Price Amendment, unless the Owner provides prior written authorization for such costs. § 3.2.8 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall promptly furnish such revised Contract Documents to the Construction Manager. The Construction Manager shall notify the Owner and Architect of any inconsistencies between the agreed-upon assumptions and clarifications contained in Exhibit "Y," the Guaranteed Maximum Price Amendment and the revised Contract Documents. § 3.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all sales, ,.,.,,&.me use and Simi'..f anv taxes from which the Owner is Exempt by virtue of its status as governmental enti . In the event that the Construction Manager is required to pay or bear the burden of gLny new Inst. AIA Document A133'-2019. Copyright© 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 6 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 0511312022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DoccSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 federal state or local tax or if an rate increase of an existing tax (except tax on netprofits), as a result of an statute court decision, written ruling or regulation takes effect after the contract date, the Guaranteed Maximum Price shall be increased by the amount of the new tax, or tax increase. § 3.2.10 In determining the proposed Guaranteed Maximum Price and proposed Contract Time, the Construction Manager shall take into account the level of completeness of the proposed Contract Documents and exercise the best skill and efforts of the Construction Manager to make: . l a ro riate judgments and inferences in connection with the requirements of such documents,• .2 such site visits and investigations of existing and observable conditions necessM to allow therefore-, .3 all in uires of the Architect and Owner necessM to clarify the documents,• and .4 a ro riate judgments and inferences in connection with the requirements of such documents to calculate and firmly establish both the proposed Contract Surn shown in the proposed Guaranteed Maximum Price and the p=osed Contract Time re resented in the u dated and proposed Construction Manager's Construction Schedule. § 3.2.11 Construction Manager warrants, represents, covenants, and agrees that all of the services to be performed by Construction Manager under or pursuant to this Agreement(including submission of the prpposed Guaranteed Maximum Price and proposed Contract Time) shall be of the standard and quality which prevail among similar businesses and organizations of superior knowledge and skill engaged in providing similar services in major United States urban areas under the same or similar circumstances and involving a project such as the Project. § 3.3 Construction Phase § 3.3.1 General § 3.3.1.1 For purposes of Section 8.1.2 of A201-2017, the date of commencement of the Work means the date of commencement of the Construction Phase. § 3.3.1.2 The Construction Phase ommences upon the Owner's execution of the Guaranteed Maximum Price Amendment or, prior to acceptance of the Guaranteed Maximum Price proposal, by written agreement of the parties. The written agreement shall set forth a description of the Work to be performed by the Construction Manager, and any insurance and bond requirements for Work performed prior to execution of the Guaranteed Maximum Price Amendment. § 3.3.2 Administration § 3.3.2.1 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, scheduling, and status of the Work. The Construction Manager shall prepare and promptly distribute minutes of the meetings to the Owner and Architect. § 3.3.2.2 Upon the execution of the -Exhibit "A" — Guaranteed Maximum Price Amendment, the Construction Manager shall prepare and submit to the Owner and Architect a ,.,,. s4r-tietie.. s,.,..ea„'e for- the sxr.,�detailed submittal schedule in accordance with Section 3.10 of A201-2017. § 3.3.2.3 Monthly Report The Construction Manager shall record the progress of the Project, On a monthly basis, or otherwise as agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information required by the Owner. § 3.3.2,4 Daily Logs The Construction Manager shall keep, and make available to the Owner and Architect, a daily log containing a record for each day of weather, portions of the Work in progress, number of workers on site, identification of equipment on site, problems that might affect progress of the work, accidents, injuries, and other information required by the Owner. The complete log shall be made readily available to the Owner and Architect. !nit. AIA Document A133- — 2019. Copyright ©1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 17 by AIA software at 12:35:57 ET on 0712512021 under Order No.4786552496 which expires on 05113/2022, is not for resale, is licensed for one-time use only, and 1 may only be used in accordance with the AIA Contract Doeumentse Terms of Service. To report copyright violations, e-mail oopydght@aia.org. User Notes: (928533613) DocuSigr Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 3.3.2.5 Cost Control Gln conformance with the Construction Management Plan, the Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed tasks, tracking the status and potential cost and time im acp is of pending Proposal Requests, Change Order Requests, and cost and time impact of Change Orders, and Construction Change Directives.. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect, and shall provide this information in its monthly reports to the Owner and Architect, in accordance with Section 3.3.2.3 above. §_ 3.4 The Construction Manager shall provide and maintain a management team on the site to, provide, without limitation, sufficient contract administration to meet its obligationsunder this Agreement and shall establish and implement coordination and communication procedures among the Owner, Construction Manager, Architect and Subcontractors, all in accordance with the Construction Management Plan and its Information Management Plan. § 3.5 In accordance with the Construction Management Plan and its Information Management Plan, the Construction Manager shall establish and implement procedures for expediting and processing, without limitation requests for information, shop drawings, material and equipment sample submittals, Construction Manager's Project Schedule adjustments, Proposal Requests, Change Order Requests, Change Orders, Construction Change Directives, substitutes a went requests, and the maintenance of logs. The Construction Manager shall be the pqM to whom requests for information, submittals, Subcontractor schedule adjustment, requests, substitution requests, Proposal Requests, Change Order Requests, Change Orders, Construction Change Directives, and payment requests shall be submitted. § 3.6 Project Personnel .1 The Construction Manager shall furnish only skilled and properly trained staff for the performance of the Work. The key members of the Construction Manager's staff shall be persons agreed upon with the and identified in Exhibit "D" — Key Personnel, which is attached hereto and incorporated herein for all purposes_ .2 Such key Members of the Construction Manaaer's staff shall not be changed without the written consent of the Owner, unless such person becomes unable to perform any required duties due to death, disability, or termination of employinent with the Construction Manager. If a key member is no longer ca able of performing in the capacity described in Exhibit "D" — Key Personnel, the Owner and Construction shall asree on a mutually acceptable substitute .3 During the performance of the Work, the Construction Manager shall keep a competent superintendent at the Project site who is fully authorized to act on behalf of the Construction Manager. Notice from the or the Architect to such superintendent, in connection with defective work, instructions for of the Work, or any and all other issues shall be considered notice of such issues to the Manager. § 3.7 Project Site Meetings Periodically the Construction Manager shall conduct meetings at the site with each Subcontractor and the Construction Manager shall conduct coordination meetings with all Subcontractors and the Architect. The Construction Mana er shall record, transcribe and promptly distribute minutes to all attendees, the Owner, and the Architect, after the Construction Manager has allowed the Architect two (2) business days for review and edit of such minutes. Such Architect's edits shall be incorporated into the minutes by the Construction Manager unless demonstrably inaccurate or misleading. § 3.8 Observation, Coordination of Other Independent Consultants Technical inspection and testing provided by the Architect or Owner's other consultants shall be coordinated by the Construction Manager. The ConstructionManager. er shall be provided a copy of all ins ection and testing re orts preferably on the day the results of the inspection or test are available. The Owner shall provide or contract for the construction materials engineering, testing, esting, and inspection services and the verification testing services necessary for acceptance of the Work by the Owner. The Construction Manager is not responsible for providing, nor does the Construction Manager control the actual performance of technical inspection and testing. The Construction Manager is performing a coordination function and is not acting in a manner so as to assume reVonsibility or liabili in whole or in part, for all or any part of such inspection and testing_ performed by the Architect, Owner, or the Owner's other consultants. § 3.9 Review and Incorporation of Time Extension Requests Init. AIA Document A133'-2019. Copyright© 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The 'American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced $ by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 0 511 312 02 2, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 The Construction Manager shall, prior to the issuance of a Change Order Request to the Owner and Architect, determine,. diligently validate, and negotiate on behalf of the Owner the least proposed effect of time extensions requested by the Subcontractor on the Construction Mana erg s Project Schedule. If such Change Order Request is approved by Change Order, the Construction Manager shall verify that the Work and any adjustment of time required by such approval has been promptly incorporated into the Construction Manager's Project Schedule and that of the affected SubcontractorAs). § 3.10 Construction Manager's Project Schedule The Construction Manager shall adjust and u date the Construction Manager's Project Schedule frequently and distribute undated conies not less than monthly to the Owner and Architect for review, and subiect to such review, for the Owner's approval. All adjustments to the Construction Manager's Project Schedule shall be made for the benefit of the Owner. 3.11 Subcontractor's Construction Schedule The Construction Manager shall review each Subcontractor's Construction Schedule and shall verify that the schedule is prepared in accordance with the Construction Management Plan, its WBS, as well as the requirements of the Contract Documents and that its established completion dates comply with the requirements of the Construction Manager. 4 3.12 Construction Schedule Report The Construction Mana er shall review the Progress of construction of each Subcontractor on a weekly basis shall evaluate the percentage complete of each construction activity as indicated in the Subcontractor's Construction Schedule and shall review such percentages with the Subcontractor. This evaluation shall serve as data for input to the periodic Construction Schedule Report that shall be prepared and distributed to the Subcontractor, Owner and Architect. The Construction Schedule Report shall indicate the actual progress compared to scheduled progress and shall serve as the basis for the progress payments to the Construction Manager. The Construction Manager shall determine and implement alternative courses of action that may be necessary to achieve schedule and other contract compliance by _the Subcontractor. 6 3.13 Recovery Schedules The Owner or Architect may require the Construction Manager, and the Construction Manager shall require the Subcontractor to prepare and submit a Recovery Schedule satisfactory to the Construction Manager when it is _apparent or appears likely the Construction Manager or Subcontractor(, will fail to meet important milestones as spec(#-ied in the Construction Management Plan. 3.14 Schedule of Values (Each Contract) The Construction Manager shall, with participation of the Subcontractors, determine a Schedule of Values for each of the construction trade subcontracts. The Schedule of Values shall comply with the WBS and shall be the basis for the allocation of the contract Rrice to the activities shown in the Subcontractor's Construction Schedule. 3.15 Allocation of Costs to Subcontractor's Construction Schedule The Subcontractor's Construction Schedule shall have the total contract price allocated among the Subcontractor's scheduled activities so that each of the Subcontractors activities shall be given its approximate cost and the sum of the costs of the activities shall equal the total contract price. The Construction Manager shall review the contract price allocations, first with the Subcontractors and verify they are made in accordance with the WBS and the requirements of the Contract Documents. After such verification, the allocations shall be included in the Construction Manager's cash flow report and Construction Manager's Project Schedule and submitted to the Construction Manager for review and approval. S 316 Cost Records In instances where a Construction Change Directive is issued, the Construction Manager shall, in addition to the requirements of Section 3.24, require each affected Subcontractor to keep separate records of the cost of payroll, materials and equipment expended an such Work and the keep separate records of the amount of payments to Sub -subcontractors incurred by the Subcontractor in performing the Work. 3.17 Progress Payments (Construction Manager) In consultation with the Owner and Arebitect, the Construction Manager shall review the payment applications submitted by each Subcontractor and determine whether the amount requested reflects the progress of the Subcontractor's work. The Construction Manager shall make a ro riate adjustments to each p4ment a lication and shall prepare and forward to the Owner, through the Architect, a Progressyment Report. Each Progress Payment Report shall state the total contract Init. AIA Document A133'-2019. Copyright d 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are registered trademarks and may not be used without permission. This document was produced 19 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 05/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia,org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 rice, pavments to date, current payment requested, retainage and actual amounts owed for the current period. Included in this report shall be an Application for Payment that shall be prepared in accordance to the Contract Documents, signed by the Construction Manager and delivered to the Owner through the Architect. The Construction Manager acknowledges it is holdingpayments due to Subcontractors in trust, and shall makeUrnents to all Subcontractors, suppliers and vendors as specified in the Contract Documents, and in all cases within ten (10) days following receipt of payment for such Work from the Owner unless allowed to withhold those payments based upon Subcontract provisions or as otherwise allowed by law. Such withholding of Vnment(s) to any Subcontractor shall be notified to the Owner in advance and in writing_. Receipt by the Construction Manager of payment from the Owner is required before the Construction Manager is required to make pMLinent to a Subcontractor. In addition, the Construction Manager shall keep the Work and the site on which work is performed free and clear of all liens and claims from its Subcontractors, Sub -subcontractors, suppliers, and vendors as further described in A201 — 2017, General Conditions. Appropriate statutory conditional and unconditional waivers_ and releases of lien shall be required for all progress payments and final_ payments to the Subcontractors, Sub -subcontractors, suppliers, and vendors. § 3.18 Cash Flow Reports The Construction Manager shall prepare, update and distribute Cash Flow Reports monthly during the Construction Phase to the Owner and the Architect. The Reports shall specify actual cash flow as co_m_pared to previously proiected cash flow in the level of detail agreed to in the Construction Management Plan. § 3.19 Progress Payment Reports (Each Subcontract) The Construction Manager shall prepare and distribute the appropriate section of the Progress Payment Reports to each affected Subcontractor for their information. This section of the report shall be identical to that provided to the Owner, and shall state the total Subcontract price, payment to date, current payment requested, retainage, and actual amounts owed to that Subcontractor for that period. § 3.20 Construction Manager's Safety Program Report In accordance with the Sq&iy and Lop zistics Plan the Construction Manager shall review the safety Mograrns of each Subcontractor as required by the Contract Documents and coordinate the safe1y programs for the Project, as well as report all near -misses and safety incidents occurring on site to the Owner and Architect in writing, within thirty (30) minutes of the first discovery by the Construction Manager of their occurrence. Construction Manager is solely responsible for all safety precautions and programs in connection with the Work. § 3.21 Quality Review The Construction Manager shall establish and implement a Quality Management, Commissioning_ and Turnover Plan to, among other things, monitor the quality of the Work. One of the purposes of the program shall be to guard the Owner against defects and deficiency in the Work of the Subcontractor(s). The Construction Manager shall reject work and transmit to the Subcontractor a notice of nonconforming Work when it is the opinion of the Construction Manager that the Work does not conform to the requirements of the Contract Documents. Except for minor variations as stated herein, the Construction Manager is not authorized as part of this service to change, evoke, enlarge, relax, alter, or release any requirement of the Contract Documents or to approve or accept any portion of the Work not performed in accordance with the Contract Documents. § 3.22 Record Documents The Construction Manager shall coordinate and expedite submittals of information from the Subcontractors for record drawings and specification preparations and shall_ coordinate and expedite the transmittal of Record Documents to the Owner as required by the Contract Documents. § 3.23 Operation and Maintenance Materials The Construction Manager shall receive and carefully review all operation and maintenance manuals, warranties and guarantees for materials and equipment installed in the Project Subcontractors s.Wpliers and manufacturers as required by the Contract Documents. The Construction Manager shall approve those in compliance with the Contract Documents, and promptly reject in writing those not acceptable. 3.24 Organize and Index Operations and Maintenance Materials Prior to final completion of the Work, the Construction Manager shall compile the approved editions of the Subcontractor's, Supplier's, and manufacturer's operations and maintenance manuals, warranties, and guarantees, prepare electronically accessible records of, and bind hard copies of, such documents in an organized manner. Init. AIA Document A133--2019. Copyright© 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects." "AIA," the AIA Logo, and `AIA Contract Documents` are registered trademarks and may not be used without permission. This document was produced 211 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 05/13/2022. is not for resale, is licensed for one-time use only, and 1 may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCo-44EA-B3C9-35338032BOB7 5 3.25 Occupancy Permit The Construction Manager shall assist the Owner in obtaining Occupancy Permits, both a Temporary and a Final, by, without limitation, coordinating the appropriate _governmental officials during inspections of the Work, preparing and submitting documentation to governmental agencies; coordinating final testing and distributing results of such testing; and other activities necessary to obtain such Occupancy Permits. 4 3.26 Occupancy Plan In accordance with the Contract Documents, if called for as part of the Project requirements, the Construction Manager shall assist the Owner in the preparation and implementation of a detailed Occupancy Plan for the Owner and the Project. This Occupancy Plan will graphically show the sequencing of Owner's occupancy of the facility by area, with dates, access points, and parking allocations acceptable to both the Owner and Construction Manager. ARTICLE 4 OWNER'S RESPONSIBILITIES § 4.1 Information and Services Required of the Owner § 4.1.1 The Owner shall provide information with reasonable promptness, regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems, sustainability and site requirements. § 4.1.2 Prior to the execution of Exhibit "A," the Guaranteed Maximum Price Amendment, the Construction Manager may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. After execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request such information as set forth in A201-2017 Section 2.2. § 4.1.3 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Article 7, (2) the Owner's other costs, and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project's scope and quality. § 4.1.4 Structural and Environmental Tests, Surveys and Reports, During the Preconstruction Phase, the Owner shall furnish the following information or services with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services. The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall carefully scrutinize such information for consistency with other information about the Work and exercise proper precautions relating to the safe performance of the Work. § 4.1.4.1 The Owner shall furnish tests, inspections, and reports, required by law and as otherwise agreed to by the parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 4.1.4.2 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and other necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 4,1.4.3 The Owner, when such services are r -@"@A asonably requested by Construction Manager to perform the Work, shall furnish services of geotechnical engineers, which may include test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. !nit. AIA Document A133--2019. Copyright© 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AEA Logo, and `AiA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 21 by AIA software at 12:35:57 ET on 0712512021 under Order No.4786552496 which expires on 0511312022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCo-44EA-B3C9-35338032BOB7 § 4.1.5 During the Construction Phase, the Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other- in f ,.mation or sop, ees ..n4e ther information under the Owner's control when (1) such services are reasonably required by the scope of the Work; (2) are scheduled by the Construction Manager in the approved Construction Manager's Project Schedule; (3) and requested by the Construction Manager in writing reasonably in advance of the date required by the Construction Manager to allow the Owner to begin procurement of the requested consultant(s), and such consultant(s) to complete the requested services in the normal course of the consultant(s)' business. § 4.1.6 if the Owner ideRfified a Sustainable Objeetive in At4iele 1, the Owner- shall ftiffill its responsibilities as require .t.:i,ettt-. Omitted. § 4.2 Owner's Designated Representative The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The Owner's representative shall render decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 of A 201 2017, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. § 4.2.1 Legal Requirements. The Owner shall furbish all legal, instffanee and, 4uding auditing sei2vises-,insurance, accounting, auditing services, testing services, and inspection services required by statute that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 4.3 Architect The Owner shall retain an Architect to provide services, duties and responsibilities as n_.,e....,....uet .,...nd G, nstizuetief Dias. sefviees .a,,.7 th--- Agfeement. normally and customarily provided on projects of similar size and quality. The Owner shall provide the Construction Manager with a copy of the scope of services in the executed agreement between the Owner and the Architect, and any further modifications to the Architect's scope of services in the agreement. ARTICLE 5 COMPENSATION AND PAYMENTS FOR PRECONSTRLICTION PHASE SERVICES § 5.1 Compensation § 5,1.1 For the Construction Manager's Preconstruction Phase services described in Sections 3.1 and 3.2, the Owner shall compensate the Construction Manager as follows: (Insert amount of, or basis for, compensation and include a list of reimbursable cost items, as applicable) § Five Thousand dollars ($5,000) § 5.1.2 Ge Manager -'s GeflsWtapAs and Subeantr-arters, if any, are .Omitted. Not Applicable Individual or Position Rate § 5.1.2.1 , oeu4e ., r,r. difi..atio.,_Omitted. Init. AIA Document A133'° — 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects,' "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 22 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 05/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documental' Terms of Service. To report copyright violations, e-mail copyright@aia.org, User Notes: (928533613) DocuSign Envelope Ib: 882854F4-7CCO44EA-B3C9-35338032BOB7 § 5.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed within six 6 months of the date of this Agreement, through no fault of the Construction Manager, the Construction Manager's compensation for Preconstruction Phase services shall be equitably adjusted. § 5,2 Payments § 5.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. § 5.2.2 Payments are due and payable Wen -p;; eseRtafiep e€theGenstfusttet "�ager'sinveiee s WaidT� within thirty (3 0) days of the date the Owner receives the Construction Manager's approvable invoice. Amounts unpaid shall bear interest at the rate epAer-ed below, of ;n the abseoee thereof a4 the legal Fate pr-ey.,:r; ��allowed by Texas Government Code Ch. 2251. ARTICLE 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 6 6.1 Contract Sum § 6.1.1 The Owner shall pay the Construction Manager the Contract Sum in current funds for the Construction Manager's performance of the Contract after execution of the Guaranteed Maximum Price Amendment. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Construction Manager's Fee, § 6.1.2 The Construction Manager's Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Construction Manager's Fee) As limited by the Guaranteed Maximum Price set forth in Section 6.2, the Construction Manager shall receive a basic fee (the "Construction Manager's Fee") equal to two point one fiveerp cent (2.15%) of the Cost of Work, until acceptance of the final update to the Guaranteed Maximum Price, when it will be converted to and fixed as a lump sum. § 6.1.2.1 For changes in the Work, the rate of the Construction Manager's Fee shall be adjusted at a rate of two point one five ercent 2.15% with the exception of an amount equal to the first two point zero percent 2.0% of the GMP (excluding Owner's Contingency) in Change Orders, which shall include zero percent (0%) Fee. § 6.1.2.2 The Construction Manager's Fee includes without limitation, all required off-site corporate management personnel; contract and trade contract negotiations; administration; accounting; information technology, software, hardware and related labor costs; off-site corporate office equipment, infrastructure and staff; and other corporate office requirements the Construction Manager may need for its operations or to complete the Work. Construction Manager shall not charge any of said costs as Costs of Work. § 6.1.2.3 The Construction Manager's Fee shall not be subject to reduction for decreases in the Cost of the Work for accepted Value Eni~ineering Proposals, or deductive chant~es in the Work. If, however, an individual reduction in the scope of the Work is substantial and exceeds two point one five percent (2.15%) of the GMP (excluding Owner's Contingency) in value, the Construction Manager's Base Fee shall be reduced by a sum equal to two point zero percent (2.0%) of the amount in excess of that amount § 6.1.3 The method of adjustment of the Construction Manager's Fee for changes in the Work: Shall be as defined in the Contract Documents. § 6.1.4 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: Shall be as defined in the Contract Documents. § 6.1.5 Rental rates for Construction Manager -owned equipment shall not exceed pefeent ( 04) 9-fthe st. nd-ard rental rate paid at the plase afthe PEO the rates shown in Exhibit "I" -- Rental Rates, and as further specified in A201 -- 2017 General Conditions. § 6.1 .6 Liquidated damages, if any: Init. AIA Document All 33'" — 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 23 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 05/1312022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia,org, User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 (Insert terms and conditions for liquidated damages, if any) Shall be as defined in Section 8.6 of the A201 — 2017, General Conditions. § 6,1.7 Other: (Insert provisions for bonus, cost savings or other incentives, if any, that might result in a change to the Contract Sum) § 6.2 Guaranteed Maximum Price The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in Exhibit "A," the Guaranteed Maximum Price Amendment, subject to additions and deductions by Change Order as provided in the Contract Documents. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Construction Manager without reimbursement by the Owner. Not Applicable § 6.3 Changes in the Work § 6.3.1 The Owner may, without invalidating the Contract, order changes in the Work wt h�a the Geatfaet consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The Contract Time may be adjusted as a result of changes in the Werk -Work as agreed upon in writing by the Owner. § 6.3.1.1 The Architect may order minor changes in the Workthat do not affect cost or schedule as provided in Section 7.4 of AIA Document A201-2017, General Conditions of the Contract for Construction. § 6.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of Exhibit "A," the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in "7 Section 7.2.2 of AIA Document A201-2017, General Conditions of the Contract for Construction. § 6.3.3 Adjustments to subcontracts awarded on the basis of a stipulated sum shall be determined in accordance with Article 7 of A201-2017, as they refer to "cost" and "fee," and not by Articles 6 and 7 of this Agreement. Adjustments to subcontracts awarded with the Owner's prior written consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. § 6.3.4 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in Article 7 of AIA Document A201-2017 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the term "fee" shall mean the Construction Manager's Fee as defined in Section 6.1.2 of this Agreement. § 6.3.5 if no speeifie pfevisien is made iiR Seetion 64.3 ehaDes iii the bes is > in the > that applieat4eH of tke adjustment :.Omitted. 4 6.4 Change Order Control In accordance with the Construction Management Plan, the Construction Manager shall establish and implement a Change Order control system. $ 6.4.1 After first consulting with the party initiating a request for a change in the Work, and collating the initial information necessary to issue such request, the Architect shall provide the Construction Manager with a general written description of the proposed chane together with my technical information and drawings proared by the Architect which further detail the impact to the scope of the Work (a "Proposal Request"). The Construction Manager will promptly acknowledge receipt of the Proposal Request, the sufficiency of the information provide& and the date it will res ond• or promptly and specifically request, in detail, the missing information necessary to prepare a response. !nit. AIA Document A133- — 2019. Copyright© 1991. 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The 'American Institute of Architects; "AIA," the AIA logo, and "AIA Contract Documents' are registered trademarks and may not be used without permission. This document was produced 24 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 05/1312022, is not for resale, is licensed for one-time use only, and I may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia,org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-83C9-35338032BUB7 § 6.4.2 The Construction Manager shall send the Proposal Request to the affected Subcontractor(s). In response to the request for a proposal, the Subcontractor(s) shall submit to the Construction Manager for evaluation detailed information concerning the costs and time adjustments, if any, necessary to perform the proposed change in Work, including without limitation the reguest's impact on the quantities and unit costs of Subcontractor(s)' previously contracted portion of time Work if gay. The Construction Manager shall discuss the proposed chane with the Subcontractors and endeavor to determine the Subcontractor(s)' basis for the proposed cost and time to perform the work, and the effect thereof, if any, on the Guaranteed Maximum Price and Construction Manager's Project Schedule. 6.4.3 The Construction Manager shall assemble organize, review and validate all the information provided for an request for change to the Contract Time or Guaranteed Maximum Price submitted by Subcontractor( s): and after such analysis shall diligently and vigorously negotiate the best value on behalf of the Owner with each such Subcontractor. § 6.4.4 In instances where the Construction Manager's analysis supports the validity of the request, and the Construction Manager's ne otiations with the Subcontractor have resulted in the Owner receiving good value the Construction Managershall prepare a detailed Change Order Request for the Owner's and Architect's review. Such Change Order Request shall include, without limitation deltas in quantities and unit costs from the Work included in the Guaranteed Maximum Price and im acts to specific scheduled activities in the most recentl approved Construction Manager's Construction Schedule occasioned by the Proposal Request. § 6.4.5 The Construction Manager shall carefully review the Change Order Request and its supporting detail with the Owner and Architect, and make recommendations to them for mitigating the cost and schedule impacts thereof to both the Construction Manager's Work and tate Owner's Project. 6.4.6 The Construction Manager shall consult with the Architect to evaluate the merits and validate thea ro nateness of the Construction Manager's Change Order Requests, and incorporate the Architect's opinions into the Construction Manager's recommendations to the Owner. § 6.4.7 The Construction Manager shall consult with the Owner prior to the Owner's consideration of any Change Order Reguest. Following Owner acce tance the Construction Manager shall prepare the Change Order documents for signature by the Construction Manager, Architect and Owner, in that order. ARTICLE 7 COST OF THE WORK FOR CONSTRUCTION PHASE § 7.1 Costs to Be Reimbursed § 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. The Cost of the Work shall include only the items set forth in Sections 7.1 through 7.7. § 7,1.2 Where, pursuant to the Contract Documents, any cost is subject to the Owner's prior approval, the Construction Manager shall obtain such approval in writing prior to incurring the cost. § 7.1.3 Costs shall be at rates not higher than the staadapd rates prices paid at the place of the Project, except with prior approval of the Owner. § 7.2 Labor Costs § 7.2.1 Wages . al of eenstpaefien�,i,afkefs a; „+l. empleyed b the C' s,..action Manager- t .F the eens�mefien of the Work at the site or-, with t4e ' .for labor in the direct employ of the Construction Manager are shown in Exhibit "E" — Construction Manager's Soft Costs and Fee, in the performance of the Work at the rates set forth in Exhibit "H" - Customary and Usual Labor Rates. § 7.2.1.1 Pursuant to Chapter 2258, Texas Government Code, all contractors and any Subcontractor involved in the construction of a plLblic work project shall pgy not less than the prevailing rates as ver diem wages in the localfty at the time of construction to all laborers, workmen and mechanics emplo, r} ed by them in the execution of this contract. Construction Manager shall assure that these requirements are met for the Project and shall insure that every contract or subcontract relating to the Work requires, on behalf of Owner, that the prevailing wage rates be paid 7.2.1.2 The Construction Manager shall be provided an a licable Department of Labor Wage Rate Determination for use on the Proiect required by Chapter 2258.022, Texas Government Code. In the event the Owner does not provide this Init. AIA Document A133--2019. Copyright ©1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "RIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 25 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 0511312022, is not for resale, is licensed for one-time use only, and i may only he used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.arg. User Notes: (928533613) DocuSign Envelope 10: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 Labor Wage Rate Determination, the Construction Manager shall request it in writing in a timely manner, so as not to delay the Construction Manager's initial subcontractor procurement process during preconstruction. The Construction Manager shall if requested by the Owner, assist the Owner in conducting a survey of the wages vaid, by labor class on projects of a similar type in a similar location. § 7.2.2 Wages or salaries of the Construction Manager's supervisory and administrative personnel when stationed at the site and performing Work, with the Owner's prior approval. § 7.2.2.1 ' Wofk and statiened-ata J-p-eation ethef than the site, bu4 ealy for- that pe#ian of time required far ths Work, a -Rd limited -t-9 the personnel and aetivities listed below, Charges for Construction Manager's personnel, when stationed at the field office and ent;aRcd exclusively in the performance of the Work, or other personnel as Construction Manager and Owner may mutually agiee, as provided and set forth in Exhibit "H" - Customary and Usual Labor Rates. NMI #0 § 7.2.3 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged at factories, workshops or while traveling, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. § 7.2.4 Costs paid or incurred by the Construction Manager, as required by law or collective bargaining agreements, for taxes, insurance, contributions, assessments and benefits and, for personnel not covered by collective bargaining agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, but not merit bonuses or profit-sha!d provided such costs are based on wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3. Charges for such costs shall not exceed the Construction Manager's actual cost and, as a result, when computing amounts chargeable for such costs Construction Manager shall give proper consideration to what portion of such charges are solely attributable to the Work and the effect of any annual or other periodic limitations on any such charges. § 7.2.5 , in The rates set forth in Exhibit "H - Customary and Usual Labor Rates shall remain unchanged throughout the duration of this Agreement, unless the parties execute a Modification. § 7.2.6 Notwithstandin_ Exhibit "H" - Customary and Usual Rates to be used by the Construction Manager for progress billings, the Owner shall have the right to audit the Construction Manager's actual labor costs, burdens, and related expenditures before final payment, and adjust the Owner's payment to the Construction Manager for variations found accordingly. § 7.3 Subcontract Costs Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts afl4-properI entered into this Agreement. § 7.4 Costs of Materials and Equipment Incorporated in the Completed Construction § 7.4.1 Costs, including tfaaspeAetion and stemge at the site, tempora!stege and transportation of materials and equipment incorporated, or to be incorporated, in the completed construction. § 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to ^'tee reasonable w^ e ^-•a but required to provide allowance for waste and for spoilage. Unused excess materials, if any, shall beeefae the 0% - Ws prebe properly stored at the site, or in accordance with the Owner's instructions, provided to the Owner at the completion of the Work or, at the Owner's option, shall be sold by the Construction Manager, Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. Construction Manager shall use its best efforts and iudgment to avoid purchasing excess materials without the prior approval of the Owner. !nit. AIA Document A133--2019. Copyright© 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The 'American Institute of Architects,, "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 26 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 05/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents' Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-353380326087 § 7.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § 7.5.1 , provi4ed by the CaastpaGtien Manager- a4 4he site and Costs, including transportation and maintenance, of all materials, supplies, equipment, temporary facilities and hand tools (not owned by the workers consumed in the performance of the Work. , and to els, OhA are net Agly Gonsumed, sha4l be, based— a -P -4-4-a east or- ve4ue of the itom Elt the time i4 is first iised an the Prejeet site less the -vAte 0 t—he i-seave m4a eii it is EkE) leager-ased at the Pre.jeet site. Gests for items net fully eensumed by the GenstFuction Manager shall faean fair- mar-ket �' .Any such items used but nat consumed, which were paid for by the Owner, shall become property of the Owner and shall be delivered to the Owner upon completion of the Work in accordance with instructions furnished by the Owner. If the Owner elects, however, the Construction Manager shall purchase any items from the Owner at a purchase price equal to the original cost charged to the Owner, less the reduction in fair market value resulting directly from any use of such item in connection with the Work or such other price which is mutually acceptable for the Owner and the Construction Manager. Upon demand by the Owner, the Construction Manager shall furnish the Owner with any information and documentation necessary to verify the period of time for which items were used in connection with the Work. § 7.5.2 Rental charges , , , > Ra4es aad quantities of equi. y the GeastFaefiea Manager-, or- a related VaFty as defined in Seetien 7.8, any eempffable f all necessary machinery and equipment, exclusive of hand tools, not used at the site of the Work, whether rented from the Construction Manager or others, including installation, minor repairs and replacements, dismantling, removal, transportation and delivery costs thereof Such rental charges shall not exceed the amount set forth in Exhibit "I" - Rental Rates, attached hereto and made part hereof. In the absence of any appropriate rental amount set forth in Exhibit "I" Rental Rates, rental charges shall be consistent with thoseeg nerally prevailing in the location of the Project. The Construction Manager shall obtain bids for all machinay and equipment to be rented from no less than three (3) responsible suppliers other than the Construction Manager itself, or an Affiliate as defined herein. The Owner shall, with the advice of the Construction Manager and Construction Manager, determine which bid is to be accepted. In no event shall the Construction Manager be entitled to reimbursement for any cumulative total of rental char eg s in connection with any single piece of machinerequipment in excess of sixty percent 60%1 of its fair market value as of the date that such machinery or equipment is first put into service in connection with the Work. The Construction Manager shall IpU any excess rental charges. Construction Manager shall disclose to the Owner and Construction :Manager if any rental arrangements include a lease to purchase component as a result of which rental Payments chargeable to Owner as costs are applied, in whole or in part, to Construction Manager's acquisition of such rented equipment, in which event the rental rate otherwise Provided for shall be reduced by fifty percent (50%). § 7.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § 7.5A Costs of the Construction Manager's site office, including reproduction costs, electronic communications and data connections at the site, postal and parcel express delivery charges, documented petty cash expenses of the site office as well as general office equipment and supplies. § 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, s.e with the Owner's prior approval, when stared and maintained in compliance with the Contract Documents. § 7,6 Miscellaneous Costs § 7.6.1 That portion of insurance and bond premiums that can be directly attributed to Viand required by this Agreement are included as a fixed rate of 1.04% of the Contract Sum, provided, however, that such costs shall not be included in the Cost of the Work for purposes of calculating the Construction Manager's fee. § 7.6.1.1 a , with the Gyffl,, .,..pr-iar-appr-ai, Init. AIA Document A133'-2019. Copyright ©1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The 'American Institute of Architects,' "AIA,' the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced i7 by AIA software at 12:35:57 ET on 07/2512021 under Order No.4786552496 which expires on 05/13/2022, is not for resale, is licensed for one-time use only, and + may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia,org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 7.6.1.2 owner -'s p6of Omitted. § 7.6.2 Sales, use, or similar taxes, imposed by a governmental authority, tltER-which are related to the Work and for which the Construction Manager is liable. § 7.6.3 Fees and assessments for the building permit, and for other permits, licenses, and inspections, for which the Construction Manager is required by the Contract Documents to pay. § 7.6.4 Fees of testing laboratories for tests required by the Contract Documents; except those related to defeetive er .nonconforming Work other than that which payment is permitted under the Contract Documents. § 7.6.5 Royalties and license fees paid for the use of a particular design, process, or product, required by the Contract Documents and provided such royalties, fees, and other costs are not excluded by the last sentence of Section 3.17 of AIA Document A201 — 2017 or other provisions of the Contract Documents. § 7.6.5.1 DEWUffiefktS, pa)qReRtS Made ill aee6r4aftee with legal judgments against the Con6Waetion Manaver- r-em.Atipig fi;B+R su g -h Werk used to ealeulate the CenstFaetian Manager -'s Fee or- stA�ee4 40 the Guaranteed Maldffl+�ffl Nice. § 7.6.6 Costs for , ..t the site, with the n,.,,,er's pr -ie. app -ev .soflwa3re, information technology services, quality control program services, and Construction Manager's national safety program services are included at a fixed rate of zero point two nine percent (0.29%) of the Contract Sum. § 7.6.7 Costs of document reproductions and delivery charges. § 7.6.$ Omitted. § 7.6.91 8.,, mediation ...,a ar-bit"e a#omeys' fees, Hther- than these g &9M d4u-ws between th O , .Omitted. § 7.6.14 ovffier-'s prior appThat portion of the reasonable expenses of the Construction Manager's personnel incurred while traveling in discharge of duties connected with the Work when in compliance with Section 7.2.2.1. § 7.6.11 ad , ..*.., ave , a-P'm�m"� Omitted. § 7.6.12 The cost of travel more than 100 miles from the site by; and commercial lodging, rental housing and meals for the Construction Manager's supervisory personnel properly and reasonably incurred in the performance of the Work is "Travel and Subsistence". Travel and Subsistence incurred in accordance with the Construction Manager's written personnel policy for actual and verifiable relocation and temporary living expenses of personnel required for the Work, in case it is necessM to relocate such versonnel from locations further than one hundred 100 miles from the site when approved by the Owner in advance and in writing, and not in excess of the line item amount shown for this purpose in Exhibit "E" — Construction Manager's Soft Cost & Fee Init. AIA Document A133'-2019. Copyright @ 1991, 2003, 2009, and 2019 by The American institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 28 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 0511312022, is not for resale, is licensed for one-time use only, and I may only be used in accordance with the AIA Contract Documents® Terms of Service, To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 7.7 Other Costs and Emergencies § 7.7.1 Other costs incurred in the performance of the Work, with the Owner's prior written approval. § 7.7.2 Costs incurred in taking action to prevent threatened damage, injury, or loss, in case of an emergency affecting the safety of persons and property, as pr@N4ded in A,. tele 10 e f A I A r,,.,,,,.. e ftt A201 2017.to the extent not (1) caused by the Construction Manager, a subcontractor, or anyone for whom either is responsible, or (2) capable of being_ prevented through timely notice of an unsafe condition to the Owner. § 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager, Subcontractors, or suppliers, provided that such damaged or nonconforming Work was Het .,,,,,sea by the negl;genee of , resulted from causes other than the fault, negligence, or neglect of the Construction Manager or its subcontractors, vendors or suppliers in whole or in part, or, failure of Construction Manager or its subcontractors, vendors or suppliers to comply with all of the requirements of the Contract Documents or the failure of the Construction Manager's personnel to adequately Wervise the Work of the Subcontractors or suppliers, and only to the extent that the cost of repair or correction is not r@Gov-e�recoverable by the Construction Manager from insurance, . ubcontractors or suppliers. 4 7.7.4 The losses included in Section 7.7.3, may include settlements made with the prior written consent and approval of Owner. No such losses and expenses shall be included in the Cost of the Work for the pMose of determining Construction Manager's Fee unless such loss requires substantial reconstruction and Construction Manager is placed in charge thereof. In such event, Construction Manager shall be paid for profit and overhead in an amount calculated by the percentage identified in the Contract Documents for Changes to the Work of the cost of gny such reconstructionprovided such substantial reconstruction is not: (i) required due to the fault or negligence of the Construction Manager or failure of Construction Manager to comply with all of the requirements of the Contract Documents, or (ii) incidental reconstruction which for purposes of this Section 7.7.4 is hereby deemed to mean any reconstruction involving a cost of less than One Thousand Dollars ($ 1,000). § 7.7.5 Any costs _which comprise the Cost of Work, which are also set forth in the "General Conditions" portion of Exhibit "E" — Construction Manager's Soft Costs & Fee shall not exceed the total amount shown in aggregate therein for such expenditures_ However, any single line item in General Conditions, with the sale exceptions of those included in "Weather Protection" and "Travel and Subsistence", may be exceeded„ if offset by the aggregate of corresponding or a,reater undera es at other line items and the total cost for General Conditions is not exceeded. 7.7.5.1 Construction Manager's Chan e Order Requests will include additional General Conditions costs as justifiable, and to the extent the actual expenditures of General Conditions cost items are increased by reason of increase(s) in: the duration of the Work, the quantity of Construction Manager's facilities and equipment required, or number or duration of Wervisga personnel on site direct!y required to enact the re nested Chan e. General Conditions costs shall not be increased for additional personnel and labor costs not actually incurred by the Construction Manager and documented to the satisfaction of the Owner. 7.7.5.2 Notwithstanding the above the Construction Manager has included in General Conditions sufficient su ervision and project controls personnel to prepare and process a standard amount of project documentation, including without limitation, requests for information, meeting minutes, Proposal Requests. Change Order Requests, Change Orders and other Construction Mana er's administration and deliverables normal!y required on similar projects. The Construction Manager will not be additionally compensated above the amount shown in General Conditions for preparing or processing these documents. J 7,7.6 The cost of properly and reasonably maintaining access to the Work in spite of, facilitating_ progress of the Work during, and protecting the Work itself from the i=act of inclement weather is "Weather Protection". Weather Protection shall not exceed the total of the line items shown for this purpose in the General Conditions, given the Work is performed during average weather conditions for the Project site, as such average is defined in the Contract documents. §_ 7.7.6.1 Line items in General Conditions that shall be considered, in their aggregate, for the purpose of calculating the Weather Protection maximum costs allowable under this Agreement include weather protection, snow removal, temporary heat, and temporary protection. § 7.7.7 The actual costs for General Conditions, Weather Protection, and Travel and Subsistence will be billed on an "as !nit. AIA Document All 33'" — 2019. Copyright ©1991, 2003, 2009, and 2019 by The American Institute of Architects, All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This documentwas produced 29 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 0511312022, is not for resale, is licensed for one-time use only, and f may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCa-44EA-B3C9-35338032BOB7 incurred" and actual cost basis, and any unused portion of such amounts will revert to the Owner as savings below the Guaranteed Maximum Price. 7.7.7.1 The Construction Manager shall without limitation keelp such separate and distinct records as are required for the Construction Manager to easily validate the accuracy of the Construction Manager's biRmg_for the costs of General Conditions, Weather Protection, and Travel and Subsistence. $ 7.7.7.2 In the event the Construction Manager believes General Conditions, Weather Protection, or Travel and Subsistence line item(s) included in the Guaranteed Maximum Price should be increased due to changes in the Work or circumstances beyond the Construction Manager's responsibilities to control under this Agreement; or the Owner or Construction Manager believes such line items should be lowered based on better circumstances for performing the Work than originally anticipated by the Owner and Construction Manager, the Guaranteed Maximum Price _shall then be adjusted as provided in the Contract Documents for changes in the Work. & 7.7.8 The Contingencies shown in each Control Estimate, and ultimately in Exhibit "A" — Guaranteed Maximum Price Amendment are lump sums provided within the Guaranteed Maximum Price for use by the Construction Manager and Owner as follows: .1 Preconstmetion Contingency The Construction Manager's "Preconstruction Contingency" is for the Construction Manager's use during the Preconstmction Phase in protecting the Control Estimates and the final Guaranteed Maximum Price from estimating errors and the market conditions at the time of Subcontractor bidding_ The initial Preconstruction Contingency in the first Control Estimate will be ten percent (10.0%), which initially will be inclusive of the Contractor's Construction ContinUncy identified in Section 7.7.8.3 below. As the Preconstruction ContinUncy is not provided for the Construction Manager's access or use during the Construction Phase, it shall be reduced to the zero (0) within seventy (70) days after the Owner's execution of Exhibit "A" — Guaranteed Maximum Price Amendment and the Owners' Contingency will be adjusted accordingly. .2 Additional Marketplace Risk After the Owner bas executed Exhibit "A" — Guaranteed Maximum Price Amendment, the Construction Manager will award Subcontractors' contracts. Eighty ercent 80% of those subcontracts (by value will be awarded within thirty (30) dqys of the Owner's execution of the Exhibit Y - Guaranteed Maximum Price Amendment; and ninety-five percent (95%) of those subcontracts will be awarded within sixty (60) days of that date. The five percent (5%) of the unawarded subcontracts remaining (60) days after the Owner's execution of the Exhibit "A" - Guaranteed Maximum Price Amendment shall be those bid packages the Owner and Construction Manager areed in advance are either not sufficient) documented to award or do not pose a significant risk for remaining unawarded. Within seventy (70) days after the Owner's execution of the Exhibit "A", a reconciliation of the Guaranteed Maximum Price and the awarded subcontracts will be verfortned by the Construction Manager, identifying savings beneath the Guaranteed Maximum Price (if any). These savings shall be reallocated to the Owner's Contingency,• exce t as mutually agreed by the Owner and Construction Manager to be collated into "Additional Marketplace Risk" line item(s) in the Schedule of Values. This Additional Marketplace Risk is to (i) protect the Cost of the Work from known and unknown scope gaps between subcontracts, as well as uncommitted commodities subject to future price changes if any),not to exceed 1.0% of the Guaranteed _Maximum Price; and ii protect the Guaranteed Maximum Price from specific Subcontractor(s)' risk profile(s)• and(iii) will be allocated accordingly in the Schedule of Values. .3 Construction Contingency The Construction Manager's "Construction Contingency" is for the Construction Manager's use during the construction of the Work, and will not exceed the sum of one percent (1.0%) of the projected Cost of the Work for new construction plus two point five percent (2.5%) of the proiected Cost of the Work for renovation(s) to existing building(s). The Construction Manager's Construction Contingency calculations shall not include the Owner's Contingency. Init. AIA Document A133' — 2019. Copyright @ 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are registered trademarks and may not be used without permission. This document was produced 30 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 05/13/2022. is not for resale, is licensed for one-time use only, and 1 may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854E4-7CC0-44EA-B3C9-35338032BOB7 Under no circumstances is the Construction Manager's Construction Contingency to be used by the Owner for increases in the scope, quality or quantity of the Work; nor by the Construction Manager for correcting nonconforming Work; Work items discovered during the Construction Phase not to be coordinated among the Subcontractor's scone of work due to an oversight of the Construction Manager; or similar Construction Manager's errors or omissions. The Construction Manager's access to the Construction Manager's Construction Contingency shall be approved in writing by the Owner on a per instance basis by the, Owner as being in compliance with the above requirements, such approval not to be unreasonably withheld. .4 Owner's Contingency The "Owner's Contingency" shall be an amount specified by the Owner, and is for the Owner's exclusive use in absorbing the increased scope of Cost of the Work items (if any) within the Construction Manager's Guaranteed Maximum Price. An Owner's authorization of use of the Owner's Contingency shall be in writing; and will ultimately require documentation in a Change Order, showing both the amount reallocated to Cost of the Work, and the balance remaining in the Owner's Contingency § 7.7.4 The costs described in Sections 7.1 through 7.7 shall be included in the Cost of the Work, notwithstanding any provision of AIA Document A201-2017 or other Conditions of the Contract which may require the b Owner to pay such costs, unless such costs are excluded by the provisions of Section 7.9. § 7.8 Related Party Transactions § 7.8.1 For purposes of this Section 7.8, and elsewhere in this Agreement, the term "Related Party" shall mean 4ny pgty or entity related to or affiliated with the Construction Manager or in which the Construction Manager has direct or indirect ownership or control, including without limitation; (1) a parent, subsidiary, affiliate, or other entity having common ownership of, or sharing common management with, the Construction Manager; (2) any entity in which any stockholder in, or fnamgemea4 employee of-, fficer, directorpartner or employee of the Construction Manager or M cntijy owned by the Construction Manager has any direct or indirect interest in 3 anwith an excess of ten percent (10%) interest in the Construction Manager in the aggregate; (41 any entity which has the right to control the business or affairs of the Construction Manager; or (4)-jSZany person, or any member of the immediate family of any person, who has the right to control the business or affairs of the Construction Manager. § 7.8.2 If after the Construction Manager having.followed the stipulations in this Agreement, any of the costs to be reimbursed are contemplated to arise from a transaction between the Construction Manager and a --etaf a, R lated Party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction in writing, then the cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods, or service, from the rRelated Party, as a Subcontractor, according to the terms of Article 9. If the Owner fails to authorize the transaction in writing, the Construction Manager shall procure the Work, equipment, goods, or service from some person or entity other than a relatedRelated Party according to the terms of Article 9. § 7.9 Costs Not To Be Reimbursed § 7.9.1 The Cost of the Work shall not include (unless otherwise specifically stated in Exhibit "E" — Construction Manager's Salt Costs and Fee}_the items listed below: .1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction Manager's principal office or offices other than the site office, except as specifically provided in Section 7.2, or as may be provided in Article 14; ,2 Bonuses, profit sharing, incentive compensation, and any other discretionary payments, paid to anyone hired by the Construction Manager or paid to any Subcontractor or vendor, unless the Owner has provided prior approval; .3 Expenses of the Construction Manager's principal office and offices other than the site office; A Overhead and general expenses, except as may be expressly included in Sections 7.1 to 7.7; ,5 Rental costs of machinery and equipment, except as specifically provided herein; .6 The Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Work; Init. AIA Document A133'-2019, Copyright D11991. 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "RIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 31 by AIA software at 12:35:57 ET on 07125/2021 under Order No.4786552496 which expires on 05/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail copyright(paia.org. User Notes: (928533613) DocuSign Envelope ID: 862854F4-7CCO-44EA-B3C9-35338032BOB7 -.66,---.7 Except as provided in Section 7.73 of this Agreement, costs due to the negligence of, or failure to fulfill a specific responsibility of the Contract by, the Construction Manager, Subcontractors, and suppliers, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable; .8 Costs incurred in the performance of Preconstruction Phase Services (unless specifically stated in Exhibit "E" — Construction Manager's Soft costs and Fee X .9 Any cost not specifically and expressly described in Sections 7.1 to 7.7; x.10 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be eiweeded; to be exceeded .11 Services and expenses of the estimating, personnel, accounting, budget control, audit and management informations stems other than re -construction services relating to accounting in Construction Manner Is office and even if at the site, except as specifically identified herein; .12 Interest on Construction Manager's capital or on money borrowed by Construction Manager, including the capital em.l2loyed by Construction Manager in the performance of the Work. .13 Amounts required to be paid by Construction Manager for Federal and/or State income, franchise taxes or other business taxes, but not including any applicable sales taxes; .14 Legal, accounting, or other similar professional services provided by or to Construction Manager, in regard to disputes, arbitrations litigations or other such proceedings with Subcontractors with municipal authorities, with Owner, the Architect or any other person or entity relating to the Project or. otherwise; .15 Sales, entertainment, and meal expenses; .16 Employee vehicle ex enses including fuel above the "Travel & Subsistence" not -to -exceed amount- .17 General Conditions. Weather Protection and Travel and Subsistence in excess of the line items shown in Exhibit "E" - Construction Manager's Soft Costs and Fee and Exhibit "A" - Guaranteed Maximum Price Amendment; .18 Costs related to Construction Manager's indemnification obligations; .19 The cost of Travel and Subsistence not in compliance with the requirements of Section 7.6.12; and w .20 Costs for insurance through a captive insurer owned or controlled by the Construction Manager. ARTICLE 8 DISCOUNTS, REBATES, AND REFUNDS § 8.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before making the payment, the Construction Manager included the amount to be paid, less such discount, in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make or-,-paynents/. _Trade discounts, rebates, refunds, and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be ebta secured. Construction Manager maintains a national trade discount program that allows it to negotiate better rates for a variety of materials and services. This program eventual!y can return a rebate to Construction Manager based on the volume across all projects. Because this program fluctuates based on each project's addition to the program, the actual benefit cannot be traced back to a single project nor predicted. Construction Manager retains the benefit of that program. § 8.2 Amounts that accrue to the Owner in accordance with the provisions of Section 8.1 shall be credited to the Owner as a deduction from the Cost of the Work. ARTICLE 9 SUBCONTRACTS AND OTHER AGREEMENTS § 9,1 Inst. AIA Document A133--2019. Copyright© 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The -American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 32 by AIA software at 12:35:57 ET on 07/2512021 under Order No.4786552496 which expires on 05113/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia,org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 § 9.1.1 Genslituefien Manager- may require that a Ghange Order- be issued to adjest the GidafaR4eed Mai-dmiim P46e by the diffefeme between the bid of the per -sea ef entity feeefF.-aeaded te the Qvvner by the Constmetion Manager- and the amount efthe stibeefflir-aet er other- agfeefn@M aetually siped with the penen er- entity designated by the Omitted. § 9.2 , the basis of eest plus a fee, the Genstraefien ManageF shall pfevide in the — eeffifeet fer- the Ovimef to feeeive the same ai*& rights with r-egafd to the Sidbeentfaetef as the Q%%er meeives with i!egaFd to the Gensir-uetion Managef: ift Affiele 1.0-. Omitted. ARTICLE 10 ACCOUNTING RECORDS The Construction Manager 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 this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the BvffieF-Owner and the Construction Manager and be in accordance with the Construction Management Plan. 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 atii�audit, inspect and copy, the Construction Manager's records and accounts, including complete documentation supporting actual, direct and "bare" labor costs, job — cost coded labor reports, accounting entries, books, job cost reports, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, Subcontractor's invoices, purchase orders, vouchers, memoranda, and other data relating to this Contract. The Construction Manager shall preserve these records for a period of tree -five 5 ears after final payment, or for such longer period as may be required by law. All records shall be maintained in accordance with generally accepted accounting procedures consistently Whed._Subcontractors retained by the Construction Manager on a cost-plus basis shall have the same obligation to retain records and permit audits, inspections and copying as re uired of the Construction Manager under this A Bement. ARTICLE 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES § 11.1 Progress Payments § 11.1.1 Based upon Applications for Payment, including all supporting documentation as hereinafter provided, submitted to the Architect by the Construction Manager, and upon review and approval by the Owner and Architect and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum, to the Construction Manager, as provided below and elsewhere in the Contract Documents. Owner will pay as Cost of Work any advance deposits required for the purchase of materials prior to their delivery to the site. § 11.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the meRth. or :month. NIA § 11.9.3 Provided that an Application for Payment is received by the Architect not later than the twenty-fifth (25�) day of a month, and said Application for Payment is approved the Owner shall make payment of the amount certified to the Construction Manager not later than the da of toe at if a n ppli m f . Payment , „a by the A _ehit aAer- the appliemieft date fi?ked above, paymefft of the ameupA eeAffied shall be Fiflade by the Owner- nat later- Omn twenty-fifth day of the following month, unless the Owner can demonstrate extenuating, unique circumstances delaving such Davment. § 11.1 A With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that payments already made by the Construction Manager on account of the Cost of the Work equal or exceed progress payments already received by the Construction Manager, plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Construction Manager's Fee. !nit. AIA Document A133'" — 2019. Copyright ©1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects; "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 33 by AJA software at 12:35:57 ET on 07!25!2021 under Order No.4786552496 which expires on 05/1312022, is not for resale, is licensed for one-time use only, and 1 may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSigr Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 11.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among: (1) the various portions of the Work; (2) any contingency for costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order; and (3) the Construction Manager's Fee. § 11.1.5.1 The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. The schedule of values shall be used as a basis for reviewing the Construction Manager's Applications for Payment. § 11.1.5.2 The allocation of the Guaranteed Maximum Price under this Section 11. 1.5 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of..values except as otherwise stated in Section 7.7.5 of this AUcement. § 11.1.5.3 When the Construction Manager allocates costs from a ean+ y -the contingencies set forth in Section 7.7.8 of this Agreement to another line item in the schedule of values, the Construction Manager shall submit supporting documentation to the ArehiteorOwner and Architect for review and approval. § 11.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed, or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Construction Manager on account of that portion of the Work and for which the Construction Manager has made payment or intends to make payment prior to the next Application for Payment, by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 11.1.7 In accordance with AIA Document A201-2017 and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 11.1.7.1 The amount of each progress payment shall first include: .1 That portion of the Guaranteed Maximum. Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the most recent schedule of values; .2 That portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction or, if approved in writing in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 That portion of Construction Change Directives that the Architect determines, in the Architect's professional judgment, to be reasonably justified; and .4 The Construction Manager's Fee, computed upon the Cost of the Work described in the preceding Sections 11.1.7.1.1 and 11.1.7.1.2 at the rate stated in Section 6.1.2 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fined -sum fee as the Cost of the Work included in Sections 11.1.7.1.1 and 11.1.7.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. X11.1.7.1.1 The Owner and the Construction Manager agree the retainage on each Application for Payment shall be ten_ percent (10.0%). & 11.1.7.1.2 The first five percent (5.0%) of retainage withheld from each Application for Payment will not bear interest. $ 11.1.7.1.3 The Owner will place the additional five percent (5.0%) retainage withheld in an interest bearing account each month to maintain com liance with the requirements of Texas Government Code Section 2252.032 § 11.1.7.1.4 The accumulated interest in such account shall be paid by the Owner to the Construction Manager upon satisfactory completion of the Work under the terms of the Agreement. § 11.1.7.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; Inst. AIA Document A133'" — 2819. Copyright @ 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 34 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 05113/2022, is not for resale, is licensed for one-time use only, and 1 may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CC0-44BA-B3C9-35338032BOB7 .2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201-2017; .3 Any amount for which the Construction Manager does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Construction Manager intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A201-2017; .5 The shortfall, if any, indicated by the Construction Manager in the documentation required by Section 11. 1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .6 Retainage withheld pursuant to Section 11.1.8. § 11.1.8 Retainage § 11.1.8.1 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law) Ten percent (10%). § 11.1 AM The ' ;nAll items are not -subject to retainage: (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc) Not Applicable § 11.1.8.2 Reduction or limitation of retainage, if any, shall be as €ellews:ssRecified in Section 9.4.3 of the A201 — 2017, General Conditions. (Ifthe retainage established in Section 11..1.8.1 is to be modified prior to Substantial Completion ofthe entire Work, insert provisions for such modification) Not Used § 11.1.8.3 LfxGopt as set f .+1, :n this 8oetion 11 1 4 2 W all 848t.,,,ti.,l G.,mplefie of the wer-L the censIEde ... Omitted. Not Used § 11.1.9 A641 Pay t4e Genstpaction Manager- aRy additienal amounts in aeeefdanee wM ATtiele 9 efAIA Deeement A201 204:7. Omitted. § 11.1.10 Except with the Owner's prior written approval, the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and suitably stored at the site. § 11.1.11 The Owner and the Construction Manager shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors, and the percentage of retainage held on Subcontracts, and the Construction Manager shall execute subcontracts in accordance with those agreements. § 11.1.12 In taking action on the Construction Manager's Applications for Payment the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager, and such action shall not be deemed to be a representation that (1) the Architect has made a detailed examination, audit, or arithmetic verification, of the documentation submitted in accordance with Section 11, 1.4 or other supporting data; (2) that the Architect has made exhaustive or continuous on-site inspections; or (3) that the Architect has made examinations to ascertain how or for what [nit. AIA Document A133'" — 2019. Copyright Q 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 3rJ by AIA software at 12:35:57 ET on 07/2512021 under Order No,4786552496 which expires on 0511312022, is not for resale, is licensed for one-time use only, and t may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope {D: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations, audits, and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 11 1 13 Owner shall have the right to withhold from avrrtents due Construction Manager such sums as are necessary to rotect Owner, in Owner's sole discretion against an loss or damage which may result from negligence by Construction Manager or failure of Construction Manager to perform Construction Manager's obligations under this Agrrgement. Notwithstanding the above nothing in this Section shall diminish the Owner's right to find the Construction Mana eg_ r in default of this Agreement and subsequently making a claim on their performance bond or insurance policy.. § 11.2 Final Payment § 11.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Construction Manager when .1 the Construction Manager has fully performed the Contract, except for the Construction Manager's responsibility to correct Work as provided in Article 12 of AIA Document A201-2017, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Construction Manager has submitted a final accounting for the Cost of the Work and a final Application for Payment; and .3 a final Certificate for Payment has been issued by the Architect in accordance with Section 1 r�.r 11.2.2.2; and A a coin tete release of all claims arising out of related to or connected with Construction Manager's performance of the rcMective Phase under this Agreement, and any claims of Subcontractors, subject to any claims reserved in accordance with the terms of the General Conditions and an affidavit that so far as Construction Manager has knowledge or information, the release includes and covers all materials and services over which Construction Manager has control for which a claim could be filed, subiect to any claims reserved in accordance with the terms of the General Conditions. § 11.22 Within 30 days of the Owner's receipt of the Construction Manager's final accounting for the Cost of the Work, the Owner shall conduct an audit of the Cost of the Work or notify the Architect that it will not conduct an audit. § 11.2.2.1 , within 10 days after- Gempletioil ef the audit, submit it . written report basedupon the math... -s' fond ags to the A _ehit et.Omitted § 11.2.2.2 Within seven days after receipt of , a summa of the Owner's audit findin s or receipt of notice that the Owner will not conduct an audit, and provided that the other conditions of Section 11.2.1 have been met, the Architect will either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding a certificate as provided in Article 9 of AIA Document A201-2017. The time periods stated in this. Section 11.2.2 supersede those stated in Article 9 of AIA Document A201-2017. The Architect is not responsible for verifying the accuracy of the Construction Manager's final accounting. § 11.2.2.3 If the Owner's auditors conclude that the Cost of the Work, as substantiated by the Construction Manager's final accounting, is less than claimed by the Construction Manager, the Construction Manager shall be eutitled to request mediation of the disputed amount without seeking an initial decision pursuant to Article 15 of AIA Document A201-2017. A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment. Failure to request mediation within this 30 -day period shall result in the substantiated amount reported by the Owner's auditors becoming binding on the Construction Manager.Pend ng „ final resolution of the this,,+ea . R+ the, Owner. shal pay gig C-Ans+,. etiv § 11.2.3 The Ow.Re+'s I54nal payment te the GanstFuetiea Manager- shall be made no Wer- than �O days after the issuan .ke A _ ;+ f;lafl CA14i&...,+o F r nn;,.,.e.,+ or tt ...:Omitted. Not Used Inst. AIA Document A1133'-20119. Copyright CEJ 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are registered trademarks and may not be used without permission. This document was produced 36 by AIA software at 12:35:57 ET on 07/2512021 under Order No.4786552496 which expires on 0511312022, is not for resale, is licensed for one-time use only, and 1 may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 11 .2.4 If, subsequent to final payment, and at the Owner's request, the Construction Manager incurs costs, described in Sections 7.1 through 7.7, and not excluded by Section 7.9, to correct defective or nonconforming Work, the Owner shall reimburse the Construction Manager for such costs, and the Construction Manager's Fee applicable thereto, on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If adjustments to the Contract Sum are provided for in Section 6.1.7, the amount of those adjustments shall be recalculated, taking into account any reimbursements made pursuant to this Section 11.2.4 in determining the net amount to be paid by the Owner to the Construction Manager. § 11.3 Interest Payments the absenee thefeef-, a4 the legal m4e pr-evailing from time to time a4 the plaee where the Pr-E)jeet is .are due and payable within thirty—(30) days of the date the Owner receives the Construction Manager's approvable invoice. Amounts un aid shall bear interest at the legal rate allowed by Texas Government Code Ch. 2251. (Insert rate of interest agreed upon, if any.) ARTICLE 12 DISPUTE RESOLUTION § 12.1 Initial Decision Maker § 12.1.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 12 and Article 15 of A201-2017.14owever, ♦;.,,, 11-111-1 of this Agreement x1,a not apply - § 12.1.2 The "r-�etOwner will serve as the Initial Decision Maker pursuant to Article 15 of AIA Document A201-2017 for Claims arising from or relating to the Construction Manager's Construction Phase •,.less ,1 s services. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the architect.) NIA § 12.2 Binding Dispute Resolution For any Claim subject to, but not resolved by mediation pursuant to Article 15 of AIA Document A201-2017, the method of binding dispute resolution shall be as follows: (Check the appropriate box.) [ ] Arbitration pursuant to Article 15 of AIA Document A201-2017 [ X ] Litigation in a court of competent jurisdiction [ ] Other: (Specify) ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 Termination Prior to Execution of the Guaranteed Maximum Price Amendment § 13.1.1 If the Owner and the Construction Manager do not reach an agreement on the Guaranteed Maximum Price, the Owner may terminate this Agreement upon not less than seven days' written notice to the Construction Mamger, and t Init. AlA Document All 33'" — 2019. Copyright @ 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The 'American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 37 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 0511312022, is not for resale, is licensed for one-time use only, and 1 may only be used in accordance with the AlA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8828541'4-7CCo-44EA-B3C9-35338432BOB7 Geestfuet Manager. § 13.1.2 In the event of termination of this Agreement pursuant to Section 13.1.1, the Construction Manager shall be compensated for Preconstruction Phase services and Work performed prior to receipt of a notice of termination, in accordance with the terms of this Agreement. In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 5.1. § 13.1,3 Prior to the execution of Exhibit "A," the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days' written notice to the Construction Manager for the Owner's convenience and without cause, and the Construction Manager may terminate this Agreement, upon not less than seven days' written notice to the Owner, for the reasons set forth in Article 14 of A201-2017. § 13.1 A In the event of termination of this Agreement pursuant to Section 13.1.3, the Construction Manager shall be equitably compensated for Preconstruction Phase services and Work performed prior to receipt of a notice of termination. In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 5.1. § 13.1.5 If the Owner terminates the Contract pursuant to Section 13.1.3 after the commencement of the Construction Phase but prior to the execution of Exhibit "A," the Guaranteed Maximum Price Amendment, the Owner shall pay to the Construction Manager an amount calculated as follows, which amount shall be in addition to any compensation paid to the Construction Manager under Section 13.1.4: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and Subtract the aggregate of previous payments made by the Owner for Construction Phase services. § 13.1.6 T4i,—In the event of termination of this Agreement pursuant to Section 13.1.3, the Owner shall also pay the Construction Manager r if eempensatien, either by pa -el4 se , rentalat the -eleet e of the n,..net for any equipment owned by the Construction Manager that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 13.1.5.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. § 13.1.6.1 If the Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the Owner will reimburse or- indenmiify Construction Manager for all costs arising under the subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated. b WOMId hH-Ve 60RStkff�ed a C;A_S4 A4 A— te *.4944 had this agfeemen� not been tefmina�ed, the GefiWuGfiea Manager will tef miaa4 e the &0 r. off t..:..,,,,....e,a by the, M an e f t.a,.ause of such .a,.minatiei+.Nothing in this Article 13 or in the Contract Documents shall be construed to constitute or authorize a pass through or assignment of the Construction Manager's rights or remedies at law or in equity, to any Subcontractor Supplier, or any other related pqM. For all purposes, the Contract Documents shall not be construed to create any_privity of contract between the Owner and any_ Subcontractor(s), Supplier(s), Related Party, or any other third -part providing services related to this Project. § 13.2 Termination or Suspension Following Execution of the Guaranteed Maximum Price Amendment § 13.2.1 Termination The Contract may be terminated by the Owner or the Construction Manager as provided in Article 14 of AIA Document A201-2017. Inst AIA Document A133'° — 2019. Copyright @ 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and `AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 38 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 05/1312022, Is not for resale, is licensed for one-time use only, and ! may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 13.2.2 Termination by the Owner for Cause § 13.2.2.1 If the Owner terminates the Contract for cause as provided in Article 14 of AIA Document A201 2017, the amount, if any, to be paid to the Construction Manager under Article 14 of AIA Document A201-2017 shall not cause Exhibit "A." the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager's Fee, computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or, if the Construction Manager' Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; .3 Subtract the aggregate of previous payments made by the Owner; and .4 Subtract the costs and damages incurred, or to be incurred, by the Owner under Article 14 of AIA Document A241-2017. § 13.2.2.2 The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 13.2.2.1.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. § 13.2.3 Termination by the Owner for Convenience If the Owner terminates the Contract for convenience in accordance with Article 14 of AIA Document A201-2017, then the Owner shall pay the Construction Manager a tefminafien fee as feltews. ompensation calculated in the same manner as snecified in Section 13.2.2 of this A:?reement. Not Used § 13.3 Suspension The Work may be suspended by the Owner as provided in Article I4 of AIA Document A201-2017; in such case, the Guaranteed Maximum, .Price and Contract Time shall be increased as provided in Article 14 of AIA Document A201-2017, except that the term "profit" shall be understood to mean the Construction Manager's Fee as described in Sections 6.1 and 6.3.5 of this Agreement. ARTICLE 14 MISCELLANEOUS PROVISIONS § 14.1 Terms in this Agreement shall have the same meaning as those in A201-2017. Where reference is made in this Agreement to a provision of AIA Document A201-2017 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 14.2 Successors and Assigns § 14.2.1 , SUGGes in Seefien 14.2.2 ef this Agr-eemeat, and in Section 13.2.2 ef A201 2017, neithef paAy te the Gentfaet shall assign -the Contract as A. -1 @ 4IA444; @!A34 ef the othef. if eithef party a4euvts to make �R assignment without &�Ieh Omitted. § 14.2.2 The Owner may-, without eensent 4 ;he C;ensWaetion Manager-, assign the GeRtfaet to a leader- previdi a Documents, The Censtmetion Manager slIA-11- execute All Gensents reasonably reqiiir-ed te-mr-ot4itats thea A,,;sigP_-R@nt. Omitted. Init. AIA Document A133- — 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The 'American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents` are registered trademarks and may not be used without permission. This document was produced 3g by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 05!1312022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 882854F4-7CCO-44EA-B3C9-35338032BOB7 § 14.3 Insurance and Bonds § 14.3.1 Preconstruction Phase The Construction Manager shall maintain the insurance as specified in Exhibit 'B" - Insurance and Bonds for the duration of the Preconstruction Services performed under this Agreement.ULaay-ek4ie- set Consumetion Manager- for- any additional c9st-. § 14.3.1.1 COMFAGrGiahl goner -al Liability with pehey hFaits of not less dian (8 ) fer- eaeh eeeu-r-r-enee and in Omitted. § 14.3.1.2 Automobile Liability eavefing vehieles awned, aBd neia owned vehielesesed, by the Manag with Vehey limits ef fwt less dian ($ ) per aeeidea4 fio bodily iF��, death of any per -sen, and Vrepei4y dataiage ar-isifig eever-age Omitted. § 14.3.1.3 th@ ..,,+,,.,t payment by the tmda..t.4: g ios etw mitted. § 14.3.1.4 ' Gwnpeasatiaa at st—, ar-y limits and Employers Liability with pakey limits not less t4an (S �) eaeh aeeident-, ($)eaeh emcee, -and-($ 11 peli-eyi; Omitted. § 14.3.1.5 b , with p9hey limits of not less than per- elaimt and 1$ 1ho_gate Omitted. § 14.3.1.6 Other Insurance (List below any other insurance coverage to be provided by the Construction Manager and any applicable limits) Coverage limits Not Used § 14,3.1.7 Additional Insured Obligations. To the fullest extent permitted by law, the Construction Manager shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Construction Manager's negligent acts or omissions. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply to both ongoing and completed operations. § 14.31.8 The Construction Manager shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 14.3.1. § 14.3.2 Construction Phase After execution of the Guaranteed Maximum Price Amendment, the Owner and the Construction Manager shall pose affEcontinue to maintain insurance as set forth in AIA Document A133TM-2019. Standard Fe fm e f A ffeetuent Bet,, ee Guaranteed ". axi ff ••m Dmea, Exhibit B, Insurance and Bonds, and elsewhere in the Contract Documents. § 14.3.2.1 The Construction Manager shall provide bonds as set forth in AIA Document A133TM-2019 Exhibit 9-,-"B" - Insurance and Bonds, and elsewhere in the Contract Documents. § 14.4 , xvrirrvuzv'vr Init. AIA Document A133'-2019. Copyright O 1991, 2003, 2009, and 2019 by The American Institute of Architects, All rights reserved. The "American Institute of Architects,' "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 40 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 0511312022, is not for resale, is licensed for one-time use only, and 1 may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 862854F4-7CCO-44EA-83C9-35338032BOB7 Hame oad _ •..t f .. the tmasmissiea.`Omitted. Not Used § 14.5 Other provisions: § 14.5.1 The Construction Manager represents and warrants the following to the Owner Cm addition to any other representation and warranties contained in the Contract Documents) as a material inducement to the Owner to execute this Agreement, which representations and warranties shall survive the execution and delivery of this Agreement, any termination of this Agreement, and final completion of the Work: .1 The Construction Manager is financially solvent, capable of obtaining adequate insurance, able to lay all debts as they mature and possessed of sufficient w_orki_ng_capital to complete the Work and perform all obligations hereunder; .2 The Construction_ Manager is able to furnish the physical infrastructure, tools, materials, supplies, equipment and supervision, and labor required to complete the Work and perform its obligations hereunder and has sufficient experience and competence to do so, .3 The Construction Manager is authorized to do business in the City of Denton, and the State of Texas and is properly licensed by all necessary governmental and public and quasi -public authorities having jurisdiction over the Construction Manager and over the Work and the Project; A The Construction Manager's execution of this Agreement and performance thereof is within the Construction Manager's duly -authorized powers; ,5 The Construction Manager's duly -authorized representative has visited the site of the Project and is familiar with the local conditions under which the Work is to be performed and has correlated its observations with the requirements of the Contract Documents; .6 The Construction Manager possesses a high level of experience and expertise in the business administration, construction, construction management and superintendence of projects of this size, complexity and nature of this particular Project and will perform the Work with the care.,skilI and diligence of such a contractor; .7 The foregoing warranties are in addition to, and not in lieu of, any and all other liability imposed upon the Contactor by law with respect to the Construction Manager's duties, obligations, and performance hereunder; and .8 The Construction Manager acknowledges that the Owner is relying upon the Construction Manager's skill and experience in connection with the proper, timely and diligent prosecution of the Work. 14.5.2 In the event any provision contained in this Agreement conflicts with any provision contained in the Contract Documents, the more stringent_ provision for the Construction Manager, as interpreted by the Owner, shall govern. §__14.5,3 Some or all of the Owner's duties, approvals and actions required under this Agreement may be provided hy third parties by mutual agreement of the Owner and such third parties. When notified in writing of the specific duties and responsibilities of such third party, the Construction Manager will recognize the actions and approvals of the third party as sufficient to fulfill the Owner's responsibilities under this Agreement. 14"5.4 The Construction Manager shall provide sufficient supporting documentation in form and with a level of detail wholly acceptable to the Owner and Construction Manager to substantiate any Application for Payment, request for Change to the Contract Sum or Contract Time, and all contract Allowances provided within the Construction Manager's Contract Sum for this scope of work. Failure to timely provide all supporting documentation, in and of itself, may result in Init. AIA Document A133— — 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 41 by AIA software at 12:35:57 ET on 07/2512021 under Order No.4786552496 which expires on 05113/2022, is not for resale, is licensed for one-time use only, and > may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-353380328097 rejection of the Application for Payment or requested change to the Contract Sum or Contract Time, orpayment for work charged to the Allowance[s). 14.5.5 Proof of purchase and warehouse insurance naming the Owner, Construction Manager and Architect as additional insureds, together with inspection rights for the Owner, Construction Manager and Architect is to be provided for gRy billed materials by the Construction Manager for the work not physically stored at the Project site, 14.5.6 Time Iimits set out in or under this Agreement are solely for the rotection and benefit of the Owner and create no third -party beneficiary rights in any other party. 6 14.5.7 Notices. All legal notices, consents, approvals, demands, requests or other communications provided for or permitted to be given under any of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given or served when delivered by hand delivery or when deposited in the U.S. mail by registered or certified mail return receipt requested, postage prapaid, and addressed as follows: If to Owner: Sara Hensley City of Denton Interim City Manager 215 East McKinney Street Denton, Texas 76201 940( ) 349-82,24. Sara.Hensle r rr,cityofdenton.com With an additional copy to: Scott Gray City of Denton Airport Manager 215 East McKinney St. Denton, TX 7620. 1_ (940)349-7744 Scott.Gray@cityofdenton.com Danielle Shaw City of Denton Community Development Manager 215 East McKinney St. Denton, TX 76201 (940)349-7237 Danielle. Shawaa,61yofdenton.com And with a copy to City Attorney's point of contact: Catherine Clifton City of Denton Interim City Attorney 215 East McKinney St. Denton, TX 76201 Catherine_Clifton@,,cityofdenton.com (940) 349-8132 If to Construction Manager: Damon E. Maldonado Balfour Beatty Construction, LLC Vice President & Business Unit Leader 3100 McKinnon Street, 61' Floor Dallas, TX 75201 (214)451-1228 dmaldonado(a)balfourbeattyus.com § 14.5.8 All Exhibits referred to in this Agreement are, by reference, incorporated herein for all purposes. Inst. AIA Document A133'-2019. Copyright @ 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The 'American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 42 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 0511312022, is not for resale, is licensed for one-time use only, and I may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 14.5.9 The numberingand captions of the sections are set forth only for convenience and reference and are not intended in @ny mLay to define limit or describe the scope or intent of this A cement. 14.5.10 The parties agree that thgy will execute any further instrument or instrttments and that they will perform my act or acts, which are or may become necessary to effectuate any of the terms or provisions of this Agreement. § 14.5.11 Nothing contained in this Agreement shall create a contractual relationship with a cause of action in favor of a third party against either the Owner or Construction Manager. § 14.5.12 This Agreement has been created jointly and ambiguity cannot be construed against either party. § 14.5J3 This Agreement is and shall be subject to those provisions required of political subdivisions by the laws of the State of Texas. The Construction Manager understands that the Owner is a Texas home rule municipality and that the pro ject is subject to gppljcable rovisions of Texas law including bid requirements, bonding, and final settlement provisions. §_1.4.5,14 Construction Manager understands that certain information, including ,this Agreement, are public records available for public inspection and copying under the Texas Open Records Act., Texas Government Code Ch. 552, as amended, and other applicable laws. § 14.5.15 The Owner represents that there are sufficient funds available to undertake this Project. 14.5.16 No term or condition of the Agreement shall be construed or interpreted as a waiver, express or implied, of an of the governmental or soverign immunities, rights, benefits, or protections of the Owner. § 14.5.17 Construction Manager warrants that the products, processes, techniques and methodologies provided by Construction Manager shall not infringe upon the copyright, patent or other proprietary rights of others. 14,5.18 Construction Mana er certifies and warrants that no 2ratuffies, kickbacks ar contingency fees were paid in connection with this A2 reement, nor were any fees, commissions, gifts or other considerations made continsent upon the award of this Agreement. Construction Manager warrants that to the best of Construction Manager's knowledge, there exists no actual or ROtential conflict of interest and no financial or substantial interest as may be prohibited by Texas law, the Charter, or Code of Ethics of the City of Denton between Construction Manager and Owner. § 14.5.19 Construction Manager shall comply with the disclosure and reporting requireinents in Local Government Code Chapters 171 and 176, and Texas Government Code Sec. 2252.908. Under Sec. 2252.908, if City Council approval is required to award this Agreement or if this Agreement has a value of at least $1,000,000, the Qijy mgy not enter into the Agreement unless the Construction Manager submits a disclosure of interested parties to the City at the time the executed A eement is presented to the Ci1y. The disclosure must be made on the form prescribed by the Texas Ethics Commission ty ' g t an the Ci is re utred_to submit a copy of the disclosure statement to the Texas Ethics Commission not later than the „ 301h day after the disclosure is received by the City. § 14.5.20 In case any provision hereof shall, for any reason, be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if such invalid or unenforceable provision had not been included herein. 14.5.21 Construction Manager understands and apgrges that TIME IS OF THE ESSENCE. 14.5.22 This A eement ma be executed by the parties hereto in separate counte arts each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of any number of copies hereof each signed by less than all, but together signed by all of the parties hereto. Inst. AIA Document A133'-2019. Copyright @ 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 43 by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires on 05/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 14 5 23 AU of the representations warranties, covenants, and obligations of the Parties, as well as any ri is and benefits of the Partiespertaining to a eriod of time following the termination of this Agreement shall survive termination. ARTICLE 15 SCOPE OF THE AGREEMENT § 15.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. 15.2 The following documents comprise the Agreement: .1 AIA Document At33T'vL-2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price .2 AIA Document Al33TM-2019, Exhibit A, Guaranteed Maximum Price Amendment, if executed .3 AIA Doe ent Ala '�TExhibit B, Insurance and Bonds .4 AIA Document A201TM-2017, General Conditions of the Contract for Construction .5 AJA DeeumepA E2:0311 201 3, Building 1pf. mie. e Modeling and Digital n.,.,, Exhibit, dated as inodieated bele Omitted. (7h&eP4 Ae gate ef the E203 2013 inee,-pefflAeed W9 this Agr-eememt-.) .6 Other Exhibits: (Check all boxes that apply) [ ] AIA Document E234 TK -2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, dated as indicated below: (Insert the date of the E234-2019 incorporated into this Agreement.) Exhibit "C" — Scope of Work Exhibit "D" — Construction Manager's Project Schedule Exhibit "E" — Construction Manager's. Soft Costs and Fee Exhibit "F" — Key Personnel Exhibit "G" — Confidentiality of the Project Exbibit "H" — Customary and Usual Labor Rates Exhibit "I" — Rental Rates Exhibit "J" — Alternates with Costs and Expiration Dates Exhibit "K" —Unit Costs Exhibit "L" — Allowances Exhibit "M" — Schedule of Values Exhibit "N" — Control Estimate # 01 Exhibit "0" — Escrow and Financing Conditions Exhibit "P" — Disputed Work Schedule Exhibit "Z" — Schedule of Exhibits [ ] Supplementary and other Conditions of the Contract: Document Title Date Pages Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A20I 2017 provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Construction Manager's bid or proposal, portions of Addenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids or proposals, Init.AIA Document A13,3'-2019. Copyright @ 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 44 by AIA software at 12:35:57 ET on 07/2512021 under Order No,4786552496 which expires on 0511312022, is not for resale, is licensed for one-time use only, and 1 may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 are not part of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents.) !Pgis A gr-eemp-4# :" ente..e,a iR4, IN WITNESS WHEREOF, intending to be bound, the Parties have entered into this Agreement as of the day and year first written above. Init. AIA Document A133--2019. Copyright @ 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced 45 by AIA software at 12:35:57 ET on 07/25/2021 Lander Order No.4786552496 which expires on 0511312022, is not for resale, is licensed for one-time use only, and t may only be used in accordance with the AIA Contract DocumentsO Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes., (928533613) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and bus' 5AkdM§,,: S&@kt -b'&7 Scott Gray SIGNATURE PRINTED NAME Director - Airport & Facilities TITLE Facilities Management IU':: UIWI, 1 ATTEST: ROSA RIOEDOZuSigned Ie :SECRETARY By;PZ" 8C5E1 54 3... APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTE s�'n`TORNEY , By; wa,U^A43 CONSTRUCTION MANAGER DocuSigned by: ��!� �� BY: 5. PtR.A.s W(�& Y. AUTHORIZED SIGNATURE 8/9/2021 Date: Printed Name: W. Pleas Mitchell, Jr. Title: President President PHONE NUMBER pmitchell@balfourbeattyus.com EMAIL ADDRESS pmitchell@balfourbeattyus.com TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS A Texas Municipal Corporation ((Doouftned by: By: SARA HENSLEY INTERIM CITY MANAGER Inlet. AIA Document A133' -2D19. Copyright @ 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved, The American Institute= of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are registered trademarks and may not be used without permission. This document was produced 46 by AIA software at 12:35:57 13T on 07/25/2021 under Order No.4786552496 which expires on 0511312022, is not for resale, is licensed for one-time use only, and 1 may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 Certification of Document's Authenticity AW Document D401 TM — 2003 I, Chris Squadra, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with this certification at 12:35:57 ET on 07/25/2021 under Order No. 4786552496 from AIA Contract Documents software and that in preparing the attached frnaI document I made no changes to the original text of AIA' Document Al33TM — 2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, as published by the AIA in its software, other than changes shown in the attached final document by underscoring added text and striking over deleted text. (Signed) Chris Squadra, Principal (Title) 25-JUL-2021 (Dated) AIA Document D401 TA1-- 2003. Copyright ©1992 and 2003 by The Ameriean Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIR Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:35:57 ET on 07/25/2021 under Order No.4786552496 which expires an 0511312022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (928533613) CocuSign Envelope IQ: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 Al 33 Owner — CMAR Agreement — Exhibit B — Insurance and Bonds Page 7 of 7 BalfouP Beatty July 7, 2021 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 n Page 1 of 1 AC(:>R V CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 07/09/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis Towers Watson Southeast, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT Willis Towers Watson Certificate Center NAME: PHONE 1-877-945-7378 'AC No): 1-888-467-2378 E-MAIL certificates@willis.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# Nashville, TN 372305191 USA INSURERA: Zurich American Insurance Company 16535 INSURED INSURER B: Berkshire Hathaway Specialty Insurance Com 22276 Balfour Beatty Construction, LEC CLAIMS -MADE ITC]PREMISES OCCUR 3100 McKinnon Street INSURERC: INSURER D: Dallas, TX 75201 INSURER E : NTED DAMAGETOEa.occurr..urrence $ 300,000 INSURER F: A COVERAGES CERTIFICATE NUMBER: W21602024 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1NSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICYEFF MMIDD LIMITS ✓� X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 3,000,000 CLAIMS -MADE ITC]PREMISES OCCUR NTED DAMAGETOEa.occurr..urrence $ 300,000 MED EXP (Anyone person) $ 15,000 A GLO 6476684-07 10/01/2020 10/01/2021 PERSONAL &ADV INJURY $ 3,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 6,000,000 POLICY I • PEO F LOC PRODUCTS -COMP/OPAGG $ 6,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 5,000,000 Ea accident BODILY INJURY (Per person) $ X ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS BAP 6476683-07 10/01/2020 10/01/2021 BODILY INJURY (Par accident) $ PROPERTY DAMAGE $ Per accident HIRED NON -OWNED AUTOS ONLY AUTOS ONLY B X UMBRELLA LIAS X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LIAB CLAIMS -MADE Y 47-UMO-301826-06 10/01/2020 10/01/2021 DEO RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITYYIN ANYPROPRIETORIPARTNERlEXECUTIVE No OFFICERIMEMBER EXCLUDED? (Mandatory in NH) NIA WC 64766$5-07 10/01/2020 10/01/2021 X STATUTE ETH E.L. EACH ACCIDENT $ 3,000,000 E.L. DISEASE - EA EMPLOYEE $ 3,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 3,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Job/Project: City of Denton Certificate Holder is included as an Additional Insured as respects to General Liability and Umbrella/Excess Liability where required by written contract. CERTIFICATE HOLDER CANCELLATION ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD sa ZD; 21338161 BATca: 2159745 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Denton AUTHORIZED REPRESENTATIVE 601 E. Hickory Street Denton, TX 76205 ✓� ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD sa ZD; 21338161 BATca: 2159745 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 9 Additional Insured — Automatic — Owners, Lessees Or ZURICH' Contractors Policy No_ Eff. Date of Pol. I Exp. Date of Pol. Eff. Date of End. Producer No. AWL Prem Return Prem. GL4 6476684-07 10/01/2020 10/01/2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured Balfour Beatty Construction, LLC Address (including ZIP Code): This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section 11— Who Is An Insured is amended to include as an insured any person or organization who you are required to add as an additional insured on this policy under a written contract or written agreement. B. The insurance provided to the additional insured person or organization applies only to "bodily injury", "property damage" or "personal and advertising injury" covered under Section I -- Coverage A — Bodily Injury And Property Damage Liability and Section I — Coverage B — Personal And Advertising Injury Liability, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, and resulting directly from your ongoing operations or "your work" as included in the "products -completed operations hazard", which is the subject of the written contract or written agreement. C. However, regardless of the provisions of Paragraphs A. and B. above: 1. We will not extend any insurance coverage to any additional insured person or organization: a. That is not provided to you in this policy; or b. That is any broader coverage than you are required to provide to the additional insured person or organization in the written contract or written agreement; and 2. We will not provide Limits of Insurance to any additional insured person or organization that exceed the lower of: a. The Limits of Insurance provided to you in this policy; or b. The Limits of Insurance you are required to provide in the written contractor written agreement. D. The insurance provided to the additional insured person or organization does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional architectural, engineering or surveying services including: 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. Supervisory, inspection, architectural or engineering activities. U -GL -1175-D CW (10!11) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID:$B2854F4-7CC0-44EA-B3C9-35338032BOB7 E. The additional insured must see to it that: 1. We are notified as soon as practicable of an "occurrence" or offense that may result in a claire; 2. We receive written notice of a claim or "suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the written contract or written agreement requires that this coverage be primary and non-contributory. F. For the coverage provided by this endorsement: 1. The following paragraph is added to Paragraph 4.a. of the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is primary insurance as respects our coverage to the additional insured person or organization, where the written contract or written agreement requires that this insurance be primary and non-contributory with respect to any other policy upon which the additional insured is a Named Insured. In that event, we will not seek contribution from any other such insurance policy available to the additional insured on which the additional insured person or organization is a Named Insured. 2. The following paragraph is added to Paragraph 4.16. of the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same 'occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. G. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. All other terms and conditions of this policy remain unchanged. U -GL -1175-D CW (10111) Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 PAYMENT BOND Bond No.: CONTRACTOR: (Name, legal status and address) OWNER: (Name, legal status and address) CONSTRUCTION CONTRACT Date: Amount: $ (Dollars) Description: (Name and location) Travelers Casualty and Surety Company Fidelity and Deposit Company of Maryland Liberty Mutual Insurance Company SURETY: (Name, legal status and principal place of business) Travelers Casualty and Surety Company One Tower Square, Hartford, CT 06183 Fidelity and Deposit Company of Maryland 1299 Zurich Way, Schaumburg, IL 60196 Liberty Mutual Insurance Company 175 Berkeley Street, Boston, MA 02116 BOND Date: (Not earlier than Construction Contract Date) Amount: $ (Dollars) Modifications to this Bond: 0 None See Section 18 CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: Travelers Casualty and Surety Company, Fidelity and Deposit Company of Maryland & Liberty Mutual Insurance Company (Corporate Seal) Signature: Signature: Name and Name and Title: Title: (Any additional signatures appear on the last page of this Payment Bond.) (FOR INFORMATIONONLY— Name, address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: Willis Towers Watson Southeast, Inc. (Architect, Engineer or other party) F.O. Box 31817 Charlotte, NC 28231-1817 - 704-376-9161 The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 1 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms. § 2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety. § 4 When the Owner has satisfied the conditions in Section 3, the Surety shall promptly and at the Surety's expense defend, indemnify and hold harmless the Owner against a duly tendered claim, demand, lien or suit. § 5 The Surety's obligations to a Claimant under this Bond shall arise after the following: § 51 Claimants, who do not have a direct contract with the Contractor, .1 have furnished a written notice of non-payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last fiunished materials or equipment included in the Claim; and .2 have sent a Claim to the Surety (at the address described in Section 13). § 5.2 Claimants, who are employed by or have a direct contract with the Contractor, have sent a Claim to the Surety (at the address described in Section 13). § 6 If a notice of non-payment required by Section 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non-payment under Section 5.1.1. § 7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable, the Surety shall promptly and at the Surety's expense take the following actions: § 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and § 7.2 Pay or arrange for payment of any undisputed amounts. § 7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Section 7.1 or Section 7.2, the Surety shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. § 8 The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorney's fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. § 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond, subject to the Owner's priority to use the funds for the completion of the work. The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 2 DocuSign Envelope ID: 8B2854F4-7CCo-44EA-B3C9-35338032BOB7 § 10 The ,Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond. § 11 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety pursuant to Section 5.1.2 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of (1) or (2) first occurs. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received. § 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. § 16 Definitions § 16.1 Claim. A written statement by the Claimant including at a minimum: .1 the name of the Claimant; .2 the name of the person for whom the labor was done, or materials or equipment furnished; .3 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was furnished for use in the performance of the Construction Contract; A a brief description of the labor, materials or equipment furnished; .5 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim; .7 the total amount of previous payments received by the Claimant; and .8 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the date of the Claim. § 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to ftmrish labor, materials or equipment for use in the performance of the Construction Contract. The term Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located. The intent of this Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were furnished. § 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents. § 16.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 16.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. The Company executing this gond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 3 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 17 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. § 18 Modifications to this bond are as follows: (Space is provided below for additional signatures of addedparties, other than those appearing on the cover page) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Name and Title: Address: Signature: Name and Title: Address: The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 4 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032B0B7 PERFORMANCE BOND Bond No.: CONTRACTOR: (Name, legal status and address) OWNER: (Name, legal status and address) CONSTRUCTION CONTRACT Date: Amount: Description: (Name and location) BOND Date: (Not earlier than Construction Contract Date) Amount: (Dollars) Modifications to this Bond: CONTRACTOR AS PRINCIPAL Company: (Corporate Seal) Travelers Casualty and Surety Company Fidelity and Deposit Company of Maryland Liberty Mutual insurance Company SURETY: (Name, legal status and principal place of business) Travelers Casualty and Surety Company One Tower Square, Hartford, CT 06183 Fidelity and Deposit Company of Maryland 1299 Zurich Way, Schaumburg, IL 60196 Liberty Mutual Insurance Company 175 Berkeley Street, Boston, MA 02116 0 None 0 See Section 16 SURETY Company: Travelers Casualty and Surety Company, Fidelity and Deposit Company of Maryland & Liberty Mutual Insurance Company (Corporate Seal) Signature: Signature: Name and Name and Title: Title: (Any additional signatures appear on the last page of this Performance Bond.) (FOR INFORMATION ONLY— Name, address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: Willis Towers Watson Southeast, Inc. (Architect, Engineer or other party) P.O. Box 31817 Charlotte, NC 28231-1817 704-376-9161 The Company executing this hond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 1 DocuSign Envelope ID: 882854F4-7CCO-44EA-B3C9-35338032B0B7 § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. § 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Section 3. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after .1 the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the Owner, Contractor and Surety to discuss the Contractor's performance. If the Owner does not request a conference, the Surety may, within five (5) business days after receipt of the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Section 3.1 shall be held within ten (10) business days of the Surety's receipt of the Owner's notice. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; .2 the Owner declares a Contractor Default, terminates the Construction Contract and notifies the Surety; and .3 the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. § 4 Failure on the part of the Owner to comply with the notice requirement in Section 3,1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. § 5 When the Owner has satisfied the conditions of Section 3, the Surety shall promptly and at the Surety's expense take one of the following actions: § 5.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract; § 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or independent contractors; § 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owner's concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or § 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: .1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner; or .2 Deny liability in whole or in part and notify the Owner, citing the reasons for denial. § 6 If the Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Section 5.4, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. § 7 If the Surety elects to act under Section 5.1, 5.2 or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication, for the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract; The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 2 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 .2 additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Section 5; and .3 liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non-performance of the Contractor. § 81f the Surety elects to act under Section 5,1, 5.3 or 5.4, the Surety's liability is limited to the amount of this Bond § 8 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations, No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors and assigns. § 10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 11 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever occurs first. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable, § 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. § 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 14 Definitions § 14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. § 14.2 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. § 14.3 Contractor Default. Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract. § 14.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 15 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 3 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 16 Modifications to this bond are as follows: (Spaee is provided below for additional signatures of addedparties, other than those appearing on the coverpage) CONTRACTOR AS PRINCIPAL SURETY Company: Company: (Corporate Seal) Signature: Name and Title: Address: Signature: Name and Title: Address: The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition CocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032B0B7 Al 33 Owner — CMAR Agreement — Exhibit C — Scope of Work 1 List of Documents Drawings Sheet Number and Title GENERAL NONE -- CIVIL - - NONE LANDSCAPE -- NONE STRUCTURAL 5-001 - STATEMENT OF SPECIAL INSTRUCTIONS 02/01/2021 5-002 - BLDG A ROOF FOUNDATION PLAN 02101/2021 5-003 - BLDG B ROOF FOUNDATION PLAN 02101/2021 5-004 - OVERALL FOUNDATION PLAN 0210112021 S-101 - BLDG A ROOF FRAMING PLAN 02101/2021 S-102 - BLDG B ROOF FRAMING PLAN 02/0112029 S-103 - OVERALL ROOF FRAMING PLAN 02/01/2021 5-104 - TYPICAL CONCRETE DETAILS 02/01/2021 5-110 - TYPICAL STEEL DETAILS 02/01/2021 5-201 - TYPICAL WOOD FRAMING DETAILS 02/01/2021 S-202 - TYPICAL WOOD FRAMING DETAILS 02/01/2021 5-203 - TYPICAL DETAILS - STEEL FRAMING 02/01/2021 ARCHITECTURAL AD -000 - DEMO PLAN AREA 02/0112021 AS -000 - DEMO PLAN AREA B 02/0112021 AS -020 - OVERALL FLOOR PLAN 02/0112021 A-111 - FLOOR PLAN AREA A 02/01/2021 A-112 - FLOOR PLAN AREA B 02/01/2021 A-113 - REFLECTED CEILING PLAN AREA A 02101/2021 A-121 - REFLECTED CEILING PLAN AREA B 02/0112021 A-122 - ROOF PLAN AREA A 02101/2021 A-123 - ROOF PLAN AREA B 02101/2021 A-124 - ENLARGED GANG RESTROOMS 02101/2021 Pae 9 of 4 Balfour Beaty July 7, 2021 DocuSign Envelope ID: 882854F4-7CCO-44EA-B3C9-35338032BOB7 A-131 - ENLARGED FLOOR PLANS 0210112021 A-132 - CANOPY DETAILS 02101/2021 A-133 - EXTERIOR ELEVATIONS 02101/2021 A-141 - EXTERIOR ELEVATIONS 0210112021 A-142 - EXTERIOR ELEVATIONS 0210112021 A-143 - INTERIOR ELEVATIONS 0210112021 A-201 - ROOM FINISH ELEVATIONS 0210112021 A-202 - FINISH LEGEND 0210112021 MECHANICAL M-001 - LEGEND AND GENERAL NOTES - MECHANICAL 1 PLUMBING 0210112021 M-201 - FIRST FLOOR PLAN AREA A - MECHANICAL 02101/2021 M-202 - FIRST FLOOR PLAN AREA B - MECHANICAL 0210112021 M-203 - ROOF PLAN AREA A - MECHANICAL 02/0112021 M-204 - ROOF PLAN AREA B - MECHANICAL 02/0112021 PLUMBING P-001 - UNDERFLOOR PLAN AREA A - WASTE AND VENT 0210112029 P-002 - UNDERFLOOR PLAN AREA B - WASTE AND VENT 0210112021 P-200 - FIRST FLOOR PLAN AREA A - WASTE AND VENT 02/0112021 P-201 - FIRST FLOOR PLAN AREA B - PLUMBING 02/0112021 P-202 - DETAILS - PLUMBING 02/0112029 P-203 - ENLARGED PLANS - PLUMBING 02/0112021 ELECTRICAL E-001 - LEGEND AND GENERAL NOT - ELECTRICAL 02/0112021 E-201 - ONE LINE 1 SCHEDULES 1 PANELBOARDS 0210112021 E-202 - SITE PLAN ELECTRICAL 02101/2021 E-203 - FIRST FLOOR PLAN AREA A LIGHTING 02101/2021 E-204 - FIRST FLOOR PLAN AREA B LIGHTING 02101/2021 E-211 - FIRST FLOOR PLAN AREA A POWER 02101/2021 E-212 - FIRST FLOOR PLAN AREA B POWER 02/01/2021 E-213 - FIRST FLOOR DEMOLITION PLAN AREA A - POWER 0210112021 E-301 - FIRST FLOOR DEMOLITION PLAN AREA B - POWER 0210112021 Technology - - NONE Page 2 of 4 Balfour Beatty July 7, 2021 DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 Specifications Specification Number and Title DIVISION 00 - PROCUREMENT AND CONTRACTING REQUIREMENTS NONE - - DIVISION 01 - GENERAL REQUIREMENTS NONE - - DIVISION 02 - EXISTING CONDITIONS NONE -- DIVISION 03 - CONCRETE NONE -- DIVISION 04 - MASONRY NONE -- DIVISION 05 - METALS NONE -- DIVISION 06 - WOOD, PLASTICS AND COMPOSITES NONE DIVISION 07 - THERMAL AND MOISTURE PROTECTION NONE DIVISION 08 - OPENINGS NONE -- DIVISION 09 - FINISHES NONE -- DIVISION 10 -SPECIALTIES NONE - - DIVISION 11 - EQUIPMENT NONE -- DIVISION 12 - FURNISHINGS NONE -- Page 3 of 4 Balfour BoaJuly 7, 2029 tt� DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 DIVISION 13 - SPECIAL CONSTRUCTION NONE -- DIVISION 14. CONVEYING EQUIPMENT NONE - - DIVISION 21- FIRE SUPPRESSION NONE - DIVISION 22 - PLUMBING NONE -- DIVISION 23 - HEATING, VENTILATING AND AIR CONDITIONING NONE -- DIVISION 25 - INTEGRATED AUTOMATION NONE -- DIVISION 26 - ELECTRICAL NONE -- DIVISION 27 - COMMUNICATIONS NONE - - DIVISION 28 - ELECTRONIC SAFETY AND SECURITY NONE -- DIVISION 31 - EARTHWORK NONE - DIVISION 32 - EXTERIOR IMPROVEMENTS NONE -- DIVISION 33 - UTILITIES NONE -- END OF EXHIBIT C — Scope of Work / List of Documents Page 4 of 4 Balfour Beatty July 7, 2021 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BQB7 Al 33 Owner-CMAR Agreement — Exhibit D — Construction Manager's Project Schedule PageIof2 Balfour Beatty July 't 202' AtJeO - •�Klx- IR�t�m 91aJJt1 ArrE 6fSf>•t GYxwkutinn m -Fa ANSM maaewn<n ..AaGt� ROpo r11.�.�,a fF-R1aAG.bw vT�IHs __— hEnv.! •-- WSCC v. 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I�k.aWaa�er+.mGaal ABYO. .'FWI}i�ws�ra9earilsw A WJo,r9 :94Fea � Gab414w+Mxpr:hKW netl APOSR :FlGOtAvm'WCA'9ks1 I6 fy-MR ,8NNEENFah crf�bFlSw A6100 F,6pM�wKavtwYCfa FA a9 HJanl9 iSYIt-Sf � PYOO✓MerAGlenY EC V,eemiwY S9he,klla The JuncUan- Preffmkery SchadWe Blur Butty OaEa Ww $W,u 2f; Pdnt4919: 28J-21 - 5522 Paea 4 oft PageIof2 Balfour Beatty July 't 202' DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 END OF EXHIBIT D — Construction Manager's Project Schedule Page 2 of 2 Balfour Beatty July 7, 2021 ti i1n Iw aF An �rM1 M1Yr Ar M Jd A19 6fo an aex,o M1soM1m�FT.sr�1m - e Abbna0.xYnrtORQaclon At2m aenAewasFh -owwFm.trnrc..m s'm,laFa mtm.711 ■ A16t M1YYeBsle uam Islws.a at,l,,.a MENNEN glnimYon-Ixf.+Acanl Ae210 o.�aw,F1�r a 1&lrasB msnci aafaw InrooeamiFrE.s A1}SO atr�Fo�SncaN 59tf1>12 CYipS2 � {1vapF9mgyy[ity Atlb ! rY 3K xriitYeYrow Aceto 9rrwa�.e1 10'e&FeER 1t.FNa � Str 4WI>bKllbiMmem6 aEW e—wdlF MJRO wuT nYfi-!i AOWO -9wf WFM1SAI N=11 ibiaba 6.E11W-YS MYY-Tl MeS}evWa Me9—wIIMAI A1Fb 9wrwwM2 A Ecw-]i IAS Me 8—.A-2 .�:. aH31EfG1✓o�N-af OYSPII 3Ap-a � OH}A'^gw�N-81 A2.3ig aNIFPTimIrfN-B2 a ®LLfYa R�sln• O11 F1&F Bx AGf10 W1cEi'F RwyWn-A Sl�a ZiAtvrva —annlFVF YnytF+n-A1 Agro aWVFpr owy,w.Ax 1a +x�nx er,A.Fzx a�al�rar axue:afAwotiN-pz A0122 �FUWa16f a�P.�:ei u a+ao-a z.u.-a � TixJ�y14EPF �wII++.el rase FTaewpAgileagn[n:ei AWW F�.M1gTFpF AIgrtnN-w in'ueatr2x H. ¢ufa_iJera «+01-22 101000005 rrewaiutp%xagwln�p A%20 frwileV6T RegFN-AZ JT 4S1F-tS M1T4414 s F}a+6slFaF azgl.w_At � Fmtl,41Y6F PwR+N-N IIFO IFPa1w1Fr-.w cy,A ..AAI00 b ]!c's.ix ;?ay.R � ana woaia Cmlva YWIpRtiR.A® P0�1FLf-3 10/1411 0 IMII ILF_MM'Je Ba In;nawl-B} Txxu azM1ar•a ®wya,�.s.�nanwl-Bt Iea}a i'mvgTep.F�anaml?a�ai 7p�0sA01•a lvhbrl2 � r1.gR�ofnatau-92 Abba IYlgagpFtYM1Dry,M-Af b,ta.tpr-II ]t-M11ry.II � X.WT1FOFMv1a1}rvel-A3 au2e +Ir�iy.sarwmM.n.�z s o� � ,,.,w.zt �s ��gnp}11pF.A2 a111wa•?� A61A nw.-oa-ai x+a-J,ea � ssru � mmAa�mmma�r-et _Asiv aarywEaru�:ai�=� .ii -1q-13 Jaz ® O Ires TA --a rserylxEa Trm ou-At 3001—m tam � <Hcw,n�M1e�.Oq-At AS]� wi.A"�enrf.F�mlry-! 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D. 3016.21: PIYtt Dere: 28Jw21-1522 The Junction - Prellminary Schedule slam Pogo 2 of 2 SAV END OF EXHIBIT D — Construction Manager's Project Schedule Page 2 of 2 Balfour Beatty July 7, 2021 DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 A133 Owner-CMAR Agreement — Exhibit E — Construction Manager's Fee & Cost Proposal FEE & COST PROPOSAL SUMMARY Item # Loop 288 - The Junction Facility Total Cost 1.000 CMAR's Fee Summary 1.A Construction Team's Preconstruction Fee 6,000 1.13 Construction Team's Construction Fee 129,000 1.000 CMAR's Total Fee Proposal 134,000 2.000 CMAR's Cost Proposal Summary 2.A Insurance 124,961 2.13 Onsite Staff 284,760 2.0 Onsite Reimbursable Expenses 140,754 2.000 CMAR's Total Cost Proposal 550,475 CMAR's FEE + COST PROPOSAL 684,475 Page 1 of 24 Balfour BeaJuly 7, 2021 tty DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 FEE PROPOSAL DETAL Item # DescriptionQty Unit Unit Cost Total Cost 1.000 Loop 288 - The Junction Facility 1.A CNIAR's Preconstruction Fee 1.A.1 Construction Cost Estimating & Value Anal sis1VE 0 LS 0 0 1.A.2 Scheduling, Phasing & Logistics Planning 0 LS 0 0 1.A.3 Constructability Reviews 0 LS 0 0 1.A.4 Subcontractor Procurement & Scope Validation 0 LS 0 0 1.A.5 Meetings, Conference Calls1Video & Travel Time 0 LS 0 0 1.A.6 Other Preconstruction Services 1 LS 5000 5000 1.A CMAR's Preconstruction Fee- Subtotal 5000 1.13 CMAR's Construction Fee 1.B.1 Home Office Overhead 0 LS 0 0 1.13.2 Home Office Profit 0 LS 0 0 1.13.3 Other Construction Fees 1 LS 5000 129000 1.13 CMAR's Construction Fee- Subtotal 129000 1.A } 1.13 CMAR's Total Fee 134000 Percentage of Cost Proposed for CMAR's Fee on Change 2.15% Orders Page 2 of 24 July 7, 2021 Balfour Beatty DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032B087 COST PROPOSAL DETAIL Item Description Qty Unit Unit Cost Total Cost 2.000 CMAR's Proposal of Costs to Be Reimbursed (Not to Exceed) 2.A Insurance 2.001 Performance & Payment Bonds 1 LS 56199 56199 2.002 Maintenance Bond 0 LS 0 0 2.003 Builder's Risk Insurance 0 LS 0 B Cit 2.004 General Liability Insurance 1 LS 68762 68762 2.005 Professional Liability Insurance 0 LS 0 0 2,006 Pollution Liability Insurance 0 LS 0 0 2.007 Excess\Umbrella Liability Insurance 0 LS 0 0 2.008 Other Insurance Requirements 0 LS 1 0 1 0 Note: Al[ bonds & insurance should assume a CMAR's total contract amount of $ 6,000,000. 2.A CMAR's Estimated Cost of Insurance - Subtotal 124,961 Percentage of Cost Proposed for CMAR's Insurances on Change 1.9% Orders 2.13 CMAR's Onsite Staff 2.009 Project Manager 4.5 MO 12530 56,385 2.010 Project Superintendent 9 MO 13018 117,162 2.011 Assistant Superintendent 0 MO 0 0 2.012 Mechanical/Electrical Coordinator 0 MO 0 0 2.013 Working Foreman 0 MO 0 0 Page 3 of 24 g Balfour Beaty July 7, 2021 DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-3533803260137 2.014 Project Engineer 9 MO 9224 83,016 2.015 Office Engineer 0 MO 0 0 2.016 Field Engineer 0 MO 0 0 2.017 Field Estimator 0 MO 0 0 2.018 General Laborer 0 MO 0 0 2.019 Timekeeper 0 MO 0 0 2.020 Field Office Manager 3 MO 9399 28,197 2.021 Warehouse Manager 0 MO 0 0 2.022 Field Secretary 1 0 MO 0 0 2.023 Other On-site Contractor Staff 0 LS 0 0 22 CMAR's Estimated Cost of Onsite Staff - Subtotal 284,760 2.0 CMAR's Onsite Reimbursable Expenses Mobilization 2.024 Field Engineering Equipment 1 LS 1250 1,250 2.025 Site Survey 0 LS 0 0 2.026 Layout Within Site 0 LS 0 0 2.027 Office Trailer 9 MO 1167 10,503 2.028 Storage Trailer 9 MO 300 2,700 2.029 Warehouse 0 MO 0 0 2.030 Set Up Onsite Office 0 LS 0 0 Page 4 of 24 Balfour BeaM July 7, 2021 DocuSfgn Envelope ID: 8B2854F4-7CC4-44EA-B3C9-35338032BOB7 2.031 Set Up Onsite Storage\Laydown Areas 0 LS 0 0 2.032 Set Up Onsite Parkin Areas 0 LS 0 0 2.033 Temporary Roadways 0 LS 0 0 2.034 Temporary Fencing 400 LF 8 3,200 2.035 Temporary Toilets 9 MO 1408 12,672 2.036 Project Sin EA 0 Safety 2.037 Safety Equipment 1 LS 11400 11,400 2.038 First Aid Supplies 9 MO 100 900 2.039 Fire Protection 1 LS 2000 2,000 2.040 Fire Extinguishers 0 EA 0 0 2.041 Fall Protection 0 LS 0 0 2.042 Third Party Safety Inspections 0 MO 0 0 2.043 Temporary Walkways 0 LS 0 0 2.044 Barricades 0 LS 0 0 2.045 Traffic Control 1 LS 2000 2,000 2.046 Secuhi \Watchman Services 1 01 MO 0 0 Utilities 2.047 Install Temporary Electric Service at Site Office 0 LS 0 By Cit 2.048 Install Temporary Teledata Service at Site Office 0 LS 0 By Cit 2.049 Install Temporary Water & Sewer Service at Site 0 LS 0 By Cit Page 5 of 24 Baifaup Beatty July 7, 2021 DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3G9-353380326087 2.050 Install Temporary Gas Service at Site 0 LS 0 By Cit 2.051 Ongoing Electric Charges for the Site Office 0 MO 0 By Cit 2.052 Ongoing Teledata Charges for the Site Office 0 MO 0 By Cit 2.053 Ongoing Water & Sanitary District Charges 0 MO 0 By Cit 2.054(excluding Ongoing Gas Utility Charges Temp Heat 0 MO 0T By Cit Ongoing Expenses 2.055 Jobsite Cell Phones for Site Staff 9 MO 583 5,247 2.056 Project Schedule Setup & Maintenance 0 LS 0 0 2.057 BIM Model Setup & Maintenance 0 LS 0 0 2.058 Project Extranet Setup & Maintenance 1 LS 2700 2,700 2.059 Project Photo Documentation 0 WK 0 0 2.060 Video\Webcam Documentation 9 MO 122 1,098 2.061 Employee Parking 0 MO 0 0 2.062 Home Office Travel Costs 0 LS 0 0 2.063 Moving & Subsistence 0 LS 0 0 2.064 Additional Plans & Specs during 1 Construction 1 LS 6000 6,000 2.065 Shipping, Couriers, & Postage 9 MO 25 225 2.066 Project -specific Delivery & Hauling tolfrom Site 0 LS 0 0 2.067 Temporary Radios 0 LS 0 0 2.068 Office Supplies & Equipment 9 MO 850 7,650 Page 6 of 24 Balfour Beath July 7, 2021 DocuSign Envelope ID: BB2854F4-7CC0-44EA-B3C9-35338432BOB7 2.069 Other Site Staff Equipment/Licensing/Supplies 9 MO 992 8,928 2.070 Temporary Wirin & Lights 0 MO 0 By Sub 2.071 Water, Ice & Cups 0 MO 0 0 2.072 Ladders & Stairs 0 LS 0 0 2.073 Erosion Control 0 LS 0 0 2.074 Shoring 0 LS 0 By Sub 2.075 Weekly Clean-up 39 WK 350 13,650 2.076 Final Clean-up 1 LS 10172 10,172 2.077 Dum ster Rental 9 MO 200 1,800 2.078 Dum ster Pulls 30 EA 300 9,000 2.079 Temporary Generator 0 MO 0 B Sub 2.080 Misc. Power Equipment 0 LS 0 By Sub 2.081 Equipment Repairs & Maintenance 0 LS 0 By Sub 2.082 Temporary Partitions 0 SF 0 B Sub 2.083 Pick -Up Rental 9 MO 1150 10,350 2.084 Automobile Rental 0 MO 0 0 2.085 Pick -Up Fuel & Maintenance 9 MO 618 5,562 2.086 Automobile Fuel & Maintenance 0 MO 0 0 2.087 Water Truck 0 MO 0 0 Hoisting & Material Management Page 7 of 24 Balfour BeaJuly 7, 2021 tty DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 2.088 Forklift Rental 1 LS 5000 5,000 2.089 Tower Crane Rental/Mobilization/Demobilization 0 LS 0 NIA 2.090 Hydro -Crane Rental 0 WK 0 NIA 2.091 Other Crane Costs 0 LS 0 0 2.092 Material Hoist 0 WK 0 By Sub 2.093 Personnel Hoist 0 LS 0 B Sub 2.094 Erect Hoists 0 LS 0 By Sub 2.095 Hoist Landings 0 LS 0 By Sub 2.096 Temporary Hoist Operation 0 MO 0 0 2.097 Hoisting for Subs 0 LS 0 0 2.098 Scaffolding 0 LS 0 By Sub 2.099 Other Hoisting & Materials Management Costs 0 LS 0 By Sub Temporary Protection of the Work 2.100 Temporary Site Protection not w/Erosion Control 0 LS 0 B Sub 2.101 Temporary Building Protection 0 WK 0 By Sub 2.102 Temporary Building Heat not w/Gas Charges 0 WK 0 By Sub 2.103 Dewatering System & Other Water Removal 0 LS 0 By Sub 2.104 Snow Removal 0 LS 0 NIA 2.105 Other Protection of Work Items 39 WK 173 6,747 Testi ng Page 8 of 24 Balfoup Beatty July 7, 2021 DocuSign Envelope ID: SB2854F4-7CC0-44EA-B3C9-35338032BOB7 2.106 Soil Testing 0 LS 0 By Cit 2.107 Concrete Testiq_g 0 LS 0 By Cit 2.108 MasonEy Testing 0 LS 0 By Cit 2.109 Weld Testing 0 LS 0 By Cit 2.110 Other Materials Testing 0 LS 0 By Cit Permits & Fees 2.111 Building Permit 0 LS 0 By Cit 2.112 Plan Check Fee 0 LS 0 By Cit 2.113 Water Tap Fees 0 LS 0 B Cit 2.114 Sewer Tap Fees 0 LS 0 B Cit 2.115 Sanitary Tap Fees 0 LS 0 B Cit 2.116 Elevator Permit & Inspections 0 LS 0 NIA 2.117 Mechanical & Electrical Permits & Inspections 0 LS 0 0 2.118 Health Department Permits & Inspections 0 LS 0 0 2.119 Other Government FeesTermits Required for FCO 0 LS 0 By Cit Other CMAR Onsite Reimbursable Costs 2.120 Other CMAR's Onsite Costs Req'd to Complete the Work (All Other CMAR Costs w/Fee) 0 LS 0 0 2.0 CMAR's Estimated Onsite Reimbursable Expenses - Subtotal 140,754 2.000 CMAR's Total Proposed Costs to Be Reimbursed 550,475 Page 9 of 24 Balfour Beatty July T. 2021 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 200608 D288 CMAR GENEARL CONDITIONS RESPONSIBILITY MATRIX REV 01,000 DATED JUNE 8, 2021 08 JUN 2021 The City of Denton's Loop 288 — The Junction Project GENERAL CONDITIONS RESPONSIBILITY MATRIX Page 10 of 24 Balfoup Beatty Jury 7, 2021 PRE- CONST GC DIRECT REQUIRED PRE -CONSTRUCTION SERVICES CONST SERVICES REIMS COST COMMENTS OF OWNER SERVICES FEE COST OF ANDIOR FEE SUB'S DESIGN WORK TEAM ARCH17ECTURAL SELECTION X STRUCTURAL, MECHANICAL, ELECTRICAL. AND OTHER DESIGN CONSULTANTS X SPECIAL CONSULTANT SELECTION X SURVEYOR SE=LECTION X SITE SELECTION RECOMMENDATIONS X REVIEW DESIGN CONCEPTS X DEVELOP BID PACKAGES AND PROCUREMENT STRATEGY x SITE USE RECOMMENDATIONS X MATERIAL SELECTION RECOMMENDATIONS X BUILDINGS SYSTEMS RECOMMENDATONS X BUILDING EOUIPMENT RECOMMENDATIONS (MOVEABLE) X BUILDING EQUIPMENT RECOMMENDATIONS (FIXED) X CONSTRUCTION FEASIBILITY RECOMMENDATIONS X PROJECT MASTER SCHEDULING X LIFE CYCLE COST ANALYSIS X INFORMAL AND FORMAL VALUE ENGINEERING X ENERGY USE ANALYSIS AND RECOMMENDATIONS X INITIAL PROJECT SERO FCRMA AND FEASIBILITY REVIEW WPPROVAL % SUBCONTR4CTORS� LABOR AVAILABILITY REVIEW X MATERIAL, EQUIPMENTA'_D SUBCONTRACTOR AVAILABILITY X Page 10 of 24 Balfoup Beatty Jury 7, 2021 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 PROJECT BUDGETING AND COST CONTROL PRE- CONST SERVICES FEE CONST SERVICES FEE GC REIMS GEN GOND COST DIRECT COST OF SUM'S WORT{ COMMENTS REQUIRED OF OWNER AND%OR DESIGN TEAM TOTAL, PROJECT COST BUDGET x CONSTRUCTION COST BUDGET x C0NSTRUC`tION COST BUDGET ESTIMATES x PRELIMINARY C09T MODEL x CONCEPTUAL DESIGN ESTIMATE x 50% SCHEMATIC DESIGN ESTIMATE x 100% SCHEMATIC DESIGN ESTIMATE x 50% DESIGN DEVELOPMENT ESTIMATE x t00"% DESIGN DEVELOPMENT ESTIMATE x 50% CONSTRUCTION DOCS ESTIMATE x BID PACKAGOSUBCONTRACT ESTIMATES x CASH FLOW PROJECTIONS x FUNDING MODEL & REVENUE PHASING x MATERIAL QUANTITY SURVEYS x TRADE, VENDOR & SUB ESTIMATES x CHANGE ORDER ESTIMATES X COST ACCOUNTING SSI' -UP x REPORTING METHODS SET -Up x PAYMENT PROCEDURES SETUP x CHANGE ORDER PROCEDURES SETUP x PROJECT COST MONITORING x Pae 17 of 24 Balfour Beatty July 7, 2021 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 SUB -CONTRAC'T'ING SELECTION, PURCHASING S SCOPE MANAGMNT PRE- CONST SERVICES FEE CONST SERVICES FEE GC REIMB GEN COND COST DIRECT COST OF SUB'S WORK COMMENTS REQUIRED OF OWNER AND10R DESIGN TEAM SET SUE3 PRE-QUALIPICKnON 01317ERIA x RECOMMEND SUBCONTRACTOR PREQUAL & SELECTION MIETHODS x RECOMMEND SUBCONTRACTOR BIDDING & AWARD METHODS x DEVELOP SUBCONTRACTOR INTEREST x PREPARE BIDDING SCHEDULES x ISSUE; PLANS, SPECS & BIDDING DOCS x CONDUCT PRE-BID CONFERENCE x RECEIVE SOS x ANALYZE BIDS x RECOMMEND AWARD x VERIFY UNIT COSTS x NEGOTIATE UNION RATES& LABOR COSTS (AS REQUIRED) x CONDUCT PRE -AWARD CONFERENCE x PREPARE CONTRACTS X SUPPLIER AND SUBCONTRACTOR REVIEW x ORIGINATE RFI'S AFTER SCREENING x VALIDATE R PREPARE CHANGE ORDERS x VERIFY CORRE=CTNESS OF QUANTITIES AND PRICES OF CHANGE ORDERS x COORDINATE OWNER -SUPPLIED FIXED EQUIPMENT I I x Page 12 of 24 Balfour Beatty Jury 7, 2021 DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3CS-35338032B067 CONTRACT DOCUMENTS PRE- CONST GC DIRECT REQUIRED COORDINATION CONST SERVICES REIMS COST COMMENTS OF OWNER SERVICES FEE GEN OF ANDIOR FEE COND SUB'S DESIGN COST WORK TEAM DRAWING, SPEC & DOCUMENT REVIEW 8 COORDINATION RE00MMENDATIONS x CONSTRUCTIBILITY REVIEW AND RECOMME14DA€IONS x SUBCONTRAGTOR WORK PACKAGE SCOPE COORDINATION X RESPONSIBILITY FOR: SAFETY PRECAUTICINS x SAFETY PROGRAMS x TEMPORARY FACILITIES ]{ COMMON USE EQUIPMENT x COMMON USE SERVICES x REVIEW FOR; JURISDICTIONAL OVERLAP x INCLUSION OF ALL. WORK x CONSTRUCnON PHASING SCOPE & SCHEDULE COORDINATION x IDENTIFY LONG LEAD ITEMS x OBTAIN APPROVA%.S OF AGENCIES HAVING JURISDICTION (.AHJ) X ASSIST IN OBTAINING PERMITS & APPROVALS (AS NEEDEDy x x Page 13 of 9 Balfour Beatty July 7, 2021 DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 CONSTRUCTION PHASE STAFF PRE- CONST GC DIRECT REQUIRED CONST SERVICES REIMB COST COMMENTS OF OWNER SERVICES FEE GEN OF ANDIOR FEE. COND SUB'S DESIGN COST WORK TEAM LSO R (AS KEEOD) PROJECT MANACEE X BE WITH FEE PROACT SOPIaRINTENDENT X STAFFING AGSISTAWT PROJECT SUPE-RIN rI'NJj�N' (IF mQUIRECI) x OLSCRIPTTICMS 5I.O WN HEM, V,ECHANICAL COORDWATOR X & THOSE (IF RFQUIR510) SHOWN INTHE CON 1'SL 1 �F'�i� ELECTRICAL. COORDINATOR X STAFFING PLAN iE RE 4PIFtEd ANDIGR OFFICE ENGINEER (AS REQUIRED) x FEE & COST FIELD ENGINEER AND SURVEY CREIN.: SITMBUILDINO LAYOUT (IF REQUIRr=V) X PROPOSAL MAY VARY FIELD ENGINEER AND 5 URVEY CREW: LINE AND GRADE (IF REQUIRED) X FROM WHAT IS RODMAN AND ASSISTANT (IF REQUIRED) X SHOWN HERE, PROJECT COST ALLOCATIONS, TIME XEEPER/CHE0<r:;R (IF I2EQUIRIED) % SCH dULING ENGINEER (IF REQUIRED) x HOWEVER, WILL BE PROJEC- COORDINATOR (IF REQUIRED) x OTHISTENT THIS COST ENGINEER (IF R LUIRED) X MATRIX. ADMIN ASSISTANT SITE SECRETARY (IF REQUIRED) X SA=ETY ENGINLL IF REOL LL Page 14 of 24 Balfour Beatty July 7, 2021 DocuSign Envelope ID: 8B2854F4-7CC0-44FA-B3C9-35338032BOB7 TRAVEL AND LODGING PRE- CONST SERVICES FLEE CONST SERVIC ES FEE GC REIMB GEN GOND COST DIRECT COST OF SUBS WORK COMMENTS REQUIRED OF OWNER ANDIOR DESIGN ire" STAFF TRAVEL. COST X STAFF TRANSPORTATION X PROJECT STAFF MOVING EXPENSES X PROJECT STAFF SUBSISTENCE COSTS X TEMPORARY FACILITIES SAFELY LOVIPMENT AND FIRST AIDSUPPLIES HMDRAIIS AND TOE BOARDS X OPENING PROTECTION X FIRE EXTINGUISHERS X WATCHMAN SERVICE (IF NEEDED) X OFFICE OR TMLER RENTAL X WATER, ICE AND CUPS X TEMPORARY STAID X PROJECT SIGNS X BULLEnN BOARDS X CONSTRUCTION FENCINQ X BARRICADES AND COVERED WALKWAYS (AS NEEDED) X SAFETY NETS AS NEEDED X ARCHITECT'SfENGINEEFt SIOWNER'S TEMPORARY ONSITE OFFICE X TEMPORARY TO] LETS X Pae 15 of 24 Balfour Beatty July i, 2021 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 ON-SITE UTILITIES AND SERVICES PRE- CONST SERVICES FEE CONST SERVICES FEE GC REIMS GEN GOND COST DIRECT COST OF SUB'S WORK COMMENTS REQUIRED OF OWNER AND10R DESIGN TEAM TEMPORARY TELEPHONE INSTALLATION AND EXPENSE X TEMPORARY POWER SERVICE & DISTRIBUTION ON SITE X PERMANENT POWER SERVICE X POWER TO ONE POINT TEMPORARY WATER AND HEATING SERVICE X INCLUDING ALL TEM71ORARY HEAT FOR SUBS HEATING ENERGY CHARGES X TEMPORARY WIRING X LIGHT BULBS FOR TEMP LIGHTING x DAILY CLEAN-UP X WEEKLY TRASH -REMOVAL X FINAL CLEANUP X DUMP PERMITS ANIS FEES x DEBRIS HAUL]NGIREMOVAL X FLAGMANITRAFFIC CONTRO'. (AS NEEDED) X FUELS FOR INMAL TANK FILLING x TEMPORARY ROADS X TEMPORARY ROADWAY MAINTEN INCE x PUST CONTROLS x TEMPORARY EROSION CONTROL x TEMP. WATER ISEWER EXPENSE & WATER EXPENSES - SITE GRADING & COMPAGTION x TWO-WAY RADIO FOUIPMENT & CELL PHONES S NEEDED) x TRASH CHUTE AND HOPPERS (AS NEEDED) X Page 15 of 24 Balfour BeaJuly 7, 2021 tty DocuSign Envelope ID: 882854F4-7CCO-44EA-63C9 35338032BOB7 ON-SITE EQUIPMENT PRE- CONST SERVICES FEE CONST SERVICES FEE GC REIMS GEN COND COST DIRECT COST OF SUB'S WORK COMMENTS REQUIRED OF OWNER AN DIOR DESIGN TEAM AUTOMOBILE AND FUEL AS ]NEEDED X PICK-UP TRUCK AND FUEL AS NEEDED x FLATSED TRUCK AND FUEL. (AS NEEDED) x WATER TRUCK (AS NEEDED) x AIR COMPRESSOR AND FUI=':. (AS NEEDED) x DEWATERING EQUIPMENT AND FUEL (AS NEEDED) x TEMPORARY OENERATOR ANO FU93, aS NEEDED) x DEBRIS REMOVALFHAULING EQUIPMFNT (AS NEEDED x TIRES AND MAINTENANCE COST (AS NEEDEDI x FORKLIFT OPERATOR x MATERIAL HOIST OPERATOR. AS f{EQ'Ii3} x PERSONNEL HOIST (OPERATOR (AS R£QD) x FIXED CRANE OPERATOR x TRAVEL CRAW OP FtArOR x Page 17 of 24 Balfour Beatty Jury 7, 2021 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C3-35338032BOB7 TEMPORARY PROJECT PROTECTION PRE- CONST SERVICES FEE CONST SERVICES PEE GC REIMS GEIS COND COST DIRECT COST OF SUB'S WORK COMMENTS REQUIRED OF OWNED ANDIOR DESIGN TEAM REMOVE SNOW AND ICE AS NEEDED) X TEMPORARY ENCLOSURES (AS NEEDED) X TEMP BUILD] N5 PIPING NEEDED X FUEL COST FOR HEATING (AS NE=E=DED) X POWER COST FOR HEATING (AS NEEDED) X TE=MP FURNACE RENTAL (AS NEEDI:W x TEMP HEATER RENTAL (AS NEEDED) X TEMP BOILER RENTAL AS NEEDED) X OPERATOR -TEMPORARY SYSTERAS (AS NEEDED) X OPERATION FIRE WATCH (AS NEEDED) X CLEANING GOST AS NEEDED? X MAI NTENANCE= COST (AS NFEDED) X EXTENDED WARRANTY COST IN ADDTION TO STD ENVE YR WARRANTY (IF REQUIRED) X FILTER CHANGE (AS NEEDED) X TEMPORARY OFFICE HEATING (AS NEEDED) X TEMP WEATHER PROECTION IE' HEATING FQR ALL SUBCONTRACTORS (AS MAY BE RED -D,` X Page 18 of 24 Baltnur BeaJuly 7, 2021 ty DocuSign Envelope ID: BB2854F4-7CCO-44EA-B3C9-35338032BOB7 REPRODUCTIONIPRINTING AND ITIDATA PROCESSING COSTS PRE- CONST SERVICES FEE CONST SERVICES FEE GC REIMS GEN GOND COST DIRECT COST OF SUB'S WORK COMMENTS REQUIRED OF OWNER COSrESTIMATING DOCUMENTS X SYSTEMS STUDY DOCUMENTS X 810 PACKAGE SET'S X BIDDING INSTRUCTIONS X CONSTRUCTION DOCUMENTS ORIGINAL X POSTAGE AND EXPRESS COSTS (CONTRACTOR -ISSUED PLANTS X A&BUIUT SUB -DOCUMENTS X AS -BUILT DOCUMENTS )( ACCOUNTING FORMS X FIELD REPORTING FORMS X SUBCONTRACT AGREEMENT FORMS X SCHEDULE REPORT FORMS X ESTIMATING FORMS X COST REPORTING FORMS X VALUE ANALYSIS STUDIES ITINFRASTRUTURE&DATA PROCESSIND X x REFERENCE MATERIALS X SHOP DRAWING PRINTING X ON-SITE FAX, SCANNER AND COPIER X LAPTOPS, IT & DATA PROCESSING pi's -SITE x MAINTENANCE MANUALS (FROM SUBS) AND OPERATIONS MANUALS (FROM SUBS) x Page 19 of 24 BMW Beatty July 7, 2021 DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-353380328087 QUALITY CONTROL AND TRAINING IRE- CONST SERVICES FEE CONST SERVICES FEE GC REIMS GEN COND COST DIRECT COST OF SUB'S WORK. COMMENTS REQUIRED OF OWNER ANDIOR DESIGN TEAM GGS FIELD OG INSPECTOR AS NEEDED x CC'S FIELD GIG OFFICE (AS NEEDED) x GC'S QG INSPECTORS' TRANSPORTATION (AS NEEDED) x GC'S QC INSPECTORS' EQUIP (ASS NEEDED) x SPECIAL INSPECTION CONSULTANTS x SPECIAL TESTING CONSULTANTS x CONCRETE SUBSTRUCTURE - OBSERVATIONS x CONCRETE TESTING x MASONRY TESTING x COMPACTION TESTING x WELDING TESTING x PIER INSPECTIONITESTING x SOILS INVESTIGATION x SPECIAL TESTING SERVICES (EXCEPT AS NOTED) x PROJECT PHOTOGRAPHS x WARRANTY INSPECTIONS x AIR AND WATER BALANCING x ONSITE TRAINING OF OWNER'S FACILITY STAFF & OPERATORS SY GC x ONSITE TRAINING OF OWNER'S FACILITY STAFF & OPERATORS (SUBCONTRACTORS) x COLLATE & PRESENT OP€RATIONIMAINTENANCE MANUALS x PREPARE SUBCONTRACTOR'S OPERATIOWMAINTENANCE MANUALS x Page 20 of 24 Balfour Beatty July 7, 2021 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 STORAGE, PARKING, PERMITS, LICENSING AND SPECIAL FEES PRE- CONST SERVICE S FEE CONST SERVICES FEE GC REIMB GEN COND COST DIRECT COST OF SUB'$ WORK COMMENTS REQUIRED OF OWNER ANDIOR DESIGN TEAM STORAGE YARD RENTAL x PARKING LOT RENTAL AND SHUTTLE EXPENSES (A8 NEEDED) X FIELD OFFICE STAFF PARKING FEES X SIGN PERMITS X STREETICURB PERMIT X BUILDING PERMITS X PLAN CHECK FEES X WATER SYSTEM DEVELOPMENT FEE X SEVMR USE & DRAINAGE PERMIT)DEV. FEE X PLUMBING & ELECTRICAL PERMITS X ELEVATOR PERMIT FEE X STORM CONNECTION FEE X GAS AND POWER SERVICE CHARGE (PERMANENT) X GAS AND POWER SERVICE CHARQF (TEMPORARY) X $TEAM SERVICE CHARGE IF ANY % CHILLER WATER SERVICE CHARGE (IF ANY) X SPECIAL TRP FEES X SOFTWARE LICENSES AL, PROGRAMSIAPS) X CONTRACTORS LICENSES X CONSTRUCTION EQUIPMENT LICENSES X CONSTRIJCTION EQUIPMENT PERMITS X Page 21 of 24 NOW Beatty July 7, 2021 DocuSign Envelope ID: 8B2854F4-7CCQ-44EA-B3C9-35338032BOB7 INSURANCE AND BONDS PRE- CONST GC DIRECT REQUIRED CONST SERVICES REIMB COST COMMENTS OF OWNER SERVICES FEE GEN OF AN£DiOR FEE COND SUB'S DESIGN COST WORK TEAM BUILDERS RISK INSURANCE X GENERAL LIABILITY, INC1..1.1D' 0 AUTOMOBILE x PROFGSSIONAL LIABILITY X PRODUCT LIABILITY x EXCESS LIABILITY COVERAGE x WORKERS COMPENSATION FIELD OFFICE STAFF) x FICA INSURANCE (FIELD OFFICE STAFF) x FEDERAL UNEMPLOYMENT (FIELD OFFICE STAFF) x STATE UNEMPLOYMENT (FIELD OFFICE STAFF) X CONTRACTORS PAYMENT BOND OF REQUIRED) x CONTRACTORS PERFORMANCE BOND (IF REOURE-); x STATEfLOCAL BONDS X SUBCONTRACTOR BONDS x ONLY AS MUTUALLY AGREED UPON IN .WVANCE IN WRITN:G BETWEEN THE OWNER AND THE CONTRACTOR. Page 22 of 24 Baltnur Beatty July 7, 2021 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 OTHER COSTS FRE- CONST SERVICES FEE CONST SERVICES FEE GC REIMS GEN GOND COSH' DIRECT COST OF SUB'S WORK COMMENTS REQUIRED OF OWNER ANDIOR DESIGN TFAM CONSTRUCTION EQUIPMENT X CONSTRUCTION SERVICES LABOR IGC X CONSTRUCTION SERVICES LABOR (SUBST x COMTRUG"TION WERIALS X COST OF DESIGN AND ENGINEERING X A1E FAST TRACK COST IMPACTS X PRELIMINARY SOILS INVESTIGATION x TITLEIDEVELOPMENT COST x BUILDING OPERATION AFTER MOVE -IN x BUILDING MAINTENANCE AFTER MOVE -IN X MOVING COORDINATION X MOVING COSTS K COSTS OF EMERGENCY WORK X GC'S GENERAL & HOME OFFICE OVERHM X GC`5 PROFrr MARGIN X GMP FINANCIAL RESPONSIBILITIES X INSPECTIONS REQUIRED BY AHJ % Page 23 of 24 Balfour Beatty Jury 7, 2021 DocuSign Envelope ID: 882854F4-7CCO-44EA-B3C9�35338032BOB7 CONSTRUCTION PHASE: OFF-SITE SERVICES PRE- CONST SERVICES FEE CONST SERVICES FEE OC REIMS GEN COND COST DIRECT COST OF SUB'$ WORK COMMENTS REQUIRED OF OWNER ANDIOR DESIGN TEAM CORPOPATE MCUnVES (AS REQUIRED) x x PRINCIPAL IN CHARGE AS REQUIRED) x x PRA{ECT EXECUTIVE (AS REQUIRED) x x LEGAL - BASIC SERVICES (AS REQUIRED) x x ACCOUNTING S REQUIRED) X x PURCP,ASING (AS REQUIRED) x SAFETY OFFICER (AS REQUIRED) x EEO OFFICER (AS REQUIRED) X X SECRETARIAL AND CLERK -TYPIST (AS REQUIRED) x x BENEFITS AND VACATIONS FOR ABOVE X x END OF EXHIBIT E -- Construction Manager's Fee & Cost Proposal Page 24 of 24 Balfour Beaty July 7, 2021 DocuSign Envelope ID: SB2854F4-7CCO-44EA-B3C9-353380326067 Al 33 Owner-CMAR Agreement — Exhibit F — Key Personnel Staffing Chert - City of Denton Loop 288 The Junction Facility AUG SEP 10 NOV DEC JAN FEB MAR APP MAY II JUN JJL A1.j6 :.,'LP I OCT NQI UL£ Erick Peck AUG Sxe OCi r,0V GWC JAN r J MA4 AH WAY ! 11..M &t k a S: -P GCI S41V OE's; AU3 SEP OCT NOV DEC J,vJ i SFE' i;:r-W '1P? PRAY JUR JJL A" ii SEP OCT NGV DEG � �* .VG SEP OCT NOV DEC x. -Y FEB E --Ji ^,f' ; f.,A' 'I JUN JUL AUG OCT 1-W DF: Marcws Sanchez r MANAGEMEWj AUG SEP OCT NOV D C J L% FFB MAR APR MAY JUN JUL ALJL; SEP l <?r:T NOV DEC HVan Taylor-- -- ..- ' 20.E ' lLFi lir 1 d 6., l !ice ! ID036 100% W% 1w% 11 loll JAN „i FEBt`A4R Y RPR MAY JUN JUL AUG I SEP DCT NOV AW W S F OCT 1A, DEC N jI EB jj BAR y— � q �3� I �y DEC 1 1 rill .�+ r f,'V F6 I..fL .AJ i i�A�IF 109%j .... Vit N.l �W Z1U 4 i 110% 1 �W% IVSfh1 _ _ _... .. ....._......... ....... _ - . ------ __----_...-. _. ., .. ...... _.............. ... ... .............. HOJECT&UNAGEMEW A 3 eca OCT N Y OFC JAN FEB MIAR APR MAY JUN JUL AU& SEP OCT NOV OECAccountant 33% 79% 3n � 33% Maria Amara END OF EXHIBIT F -- Key Personnel Page 1 of 1 B81[011[' Beatty July 7, 2021 DocuSign Envelope U 8B2854F4-7CCo-44EA-B3C9-35338032BOB7 A133 Owner — CMAR Agreement — Exhibit G — Confidentiality of the Project To be provided with the GMP as mutually agreed by the Owner and Contractor END OF EXHIBIT G — Confidentiality of the Project Page 1 of 9 Balfour BeaJuly 7, 2029 tty DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 A133 Owner — CMAR Agreement — Exhibit H — Customary and Usual Labor Rates To be provided with the GMP as mutually agreed by the Owner and Contractor END OF EXHIBIT H — Customary and Usual Labor Rates Page 9 of 9 Balfour Beatty July 7, 2021 DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 Al 33 Owner — CMAR Agreement — Exhibit I — Rental Rates To be provided with the GMP as mutually agreed by the Owner and Contractor END OF EXHIBIT I — Rental Rates Page 1 of 1 July 7, 2021 Balfour Bw�at�y DocuSign Envelope ID: 8B2854F4-7CCo-44EA-B3C9-35338032BQB7 Al 33 Owner — CMAR Agreement — Exhibit J — Alternates with Costs and Expiration Dates To be provided with the GMP as mutually agreed by the Owner and Contractor END OF EXHIBIT J — Alternates with Costs and Expiration Dates Page Pa Iof1 9 Balfour Beatty July 7, 2021 DocuSign Envelope ID: 882854F4-7CCO-44EA-B3C9-35338032BOB7 A133 Owner — CMAR Agreement — Exhibit K — Unit Costs To be provided with the GMP as mutually agreed by the Owner and Contractor END OF EXHIBIT K — Unit Costs Page 1 of 1 Balfour Bratty July 7, 2021 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 Al 33 Owner — CMAR Agreement — Exhibit L — Allowances To be provided with the GMP as mutually agreed by the Owner and Contractor END OF EXHIBIT L —Allowances Page 1 of 1 Balfour Beatty Jury 7, 2021 ❑ocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 Al 33 Owner — CMAR Agreement — Exhibit M — Schedule of Values To be provided with the GMP as mutually agreed by the Owner and Contractor END OF EXHIBIT M — Schedule of Values Page I of I Balfour Beatty July 7, 2021 DocuSign Envelope ID: 8B2$54F4-7CC0-44EA-B3C9-3533803280B7 A133 Owner - CMAR Agreement - Exhibit N - Control Estimate #01 BtAdingAma 33,905 DocumantsDated 202021 Estimate Dated 612512021 - -- - SCHEMATIC BUDGET CQQ ITEM DESCRIPTION I CITY JUMI LABOR -MATERIAL I SUB TOTAL I C05T ! A T AMOUNT UNIT JAMOUNTI UNIT I AMOUNT 280A0 49,280 48280 145 PER SF SeidswFaMcluaitacounters GIA - OVNER ALLOVANCES 1251 IF _0 0 _,__. ....__.0 0 _._.._.... 225.00 14 000 28,125 0.83 OwnersContin4mc� 2zOfS6Fv1 1 aiw 0 RevisiansHe0.uvedbyfOk „__fie�lewfPermR 1 aIw ...0 ._._.-...-._mm.mm.._„,„.„.� �. _._......._.___ 25.400 25,400 4.74 _.......__._ MaterialsTesiitt, -'--.-�._.___._.__....._...... -.-.---..__._ '! p »._...._..__.-...__...._._...._ ....___._...._._._............._-_....._.__-__.__.._.__....._._.-. ..._.. _..-....-.__._ 0 ..__._.-._._._._--.-.-._._._.--....-.. _...._...._....._._.___._..._...__...._._..._..........,...».».»...»._......,.._ If 0 L.S. ._.-._.._........ _.»...._.....................»...._._................... 0 0.00 ..._........._.... 140.00 BuidingPermit__------- ------ --- - ....... - BY OWNER-.__.._.._.-._...-._._._.._........_......_._.__..............._....-.D 0.56 _ ....._ . _._..............._._._....._._.._..__.._._..._.._......._._.._..._........» „ Carpentry........ __............ __. .................»...........,,._ ....._........_... 33.805 _..........--' sF ._ -'--._...__.-..__..._..._....---.-..... 0.804 0 OA4 _...-._..__... 15,257 UID - GENERAL FIFMIRENIEOrfS 0 42.861 125 OTA - 11ATERPFIOOMM 141L -I S2 Feld Engnee_r" E. ._ men15- les _._?.._._._...._._.... .... ...-LS. 1,250 0 1,254 ,0.04 0 OFFtce Tralier 1 0.75 8.673 8,673 IS. 10.543 0 10,503 0.31 8 ._._.._.__..._..._.....__.._ ......... _..... ......... __. ------ --- .....2I0 -------------- i..3. 3200 s_._._3,206 -------- 0.09 Tem�sTWlets _ 1 LS. 12.672 0 12,972 0.3? Frst Aid Su ..._. _--- 49. 900 4 940 4.03 Temp Fire Protection 1 L5. 2.040 0 2.000 OA6 __,___. TraiflcCanuoE-__._......».................»_...»..........__....__._....__.._....._.___...._._........_._L-......__...._-__-_...__._.__.._..._......__._._._�?: _...._.2�9.0!)...._..._..».....»...._.._.__..._.___ U_ .-----_._._. Jobsie Cel Phones_,_'------....____...__._........-__..._.......»............».. ........ ....... ................ _.... .... _...__. LS, 5,247 0 6.247 6.15 ......__._._ Etc jectExtranetSetup&Ma!!tMijue 1 .........._,„....__ LS 2700 0 _ 2704, 008 YdeafWebeam Documentation 1 L5. 1496 0 1,098 0.03 . _.-._._. Additional Pfarts &Specs During Corrsir0atipn_ _. ....._--'-'-"----._......._....._...�._._...._......»,..».. . 1 .......... ».... »... »...»._.. .. __.__. .-.-....-. _ .......... L.S. E.044 .. 0 Bt000 0.16 Ccurfers Po. ?aaje-.----'--_'---.._.-_...... ......... ... j_ _._._. . L8........_ . _225 ...... 0 225 4.01 OFlice SuFPies&Equiprtien[,._ •_- .... 1 LS. 7,650 0 7,650 0.23 .___._ Other Ste Staff E�tiipmemlLicwwp6es_. _. .......»,..... -_._.-. 1 L.B. t3.650 4 13.654 OA4 _._..__._ _. ._.___10.172.. ..... _-'-'---.._...._-...._.._ _.............. ...... .... ___._.9_ ._._._.__.... ❑umgsterFental...._.-_._._.-..r_..__._. ..._ 1.. _0 LS. L600 _._0 1,-MO..._._OA5 9..44 4 9.404 4.27 ....._...._._. !Ekku�FientaE . 1 ... LS. Peck•t!p Fuel & Maotenance . ,,,, __.,LS, 5,562 FarkliftRental 0.15 Other Protection of Work ltemS1 LS. 6.747 0 6,747 0.20 02 - DEMOUTION 145.156 .._..... __.0 3.04 10u715 101,7 3.00 .....»_.»._.5eleativeltuerlor0emodtbn ..._ 5awcut&Remove Slabfor newPlb4andcnlumn._ _ 2.896 sF 0 fl ._.._.._._..:.0_...._._...43,440 83A - CONCRETE 146A80 Nw Pavng,ncad"nc- t av_n�P1egr eewa�slw [rook rklive 2.360 sF 0 0 1200 _28_324 28320 0.84 Can leolumnfoain ._.._.__....__._...-_,_... B ea 0 0 1,250..0 10,... ig440 0.29 SgbPourbaeka[tNewPlumbargL'mes,,,,_, ..._....-....._---------------- 2,824 _..._.____. sf __._.._....._.».-..»..-.» 0 ..».........._._...._..__.-..._... 0 30.04 .--"---'-'-- ...._._._. ,_84_724 ..-_.._.__. ..__», __-...._ New intetlor cdumn ��0� .ti _0. . 324.00 23,040 23.040 0.68 03B - STAINm & SEALED CONCRETE 23,2.54 Stained Concrete 14,694 sF 0 0 145 21306 .._2L006 _-0;63 Sealed C mne2,435 sl 0 4 0.80 -- 1,948 1946 0.06 09A - STRUCTMAL a WSC STEEL -- - 200,006 New Steel Beams & Columns ,,, 0 .._55�6A4 166,100 166,100 4.94 ...__._ 1Wscellaneaus Steel 33.90.15 sF 0.700 23,734 0.300 (0,172 0_ 33,906 1.00 - -- - O6 - R;MMH 1 FINISH CARPENTRY 1136.026 Excludesailoose furialm 176 If 280A0 49,280 48280 145 SeidswFaMcluaitacounters GangRRvanties, 1251 IF _0 0 _,__. ....__.0 0 _._.._.... 225.00 28,126 28,125 0.83 Reception Desk, ...._._....-.__.....___._....._._...___.__.....-...._.......__.._._._.._._.-- ....___._...._._._............._-_....._.__-__.__.._.__....._._.-. Closet Doors ,Hy4??nglClothin9_.._._.___ ....._.-....._.. 136 _...._...._....._._.___._..._...__...._._..._..........,...».».»...»._......,.._ If 0 0 140.00 !9,040 F9,449 0.56 _ ....._ . _._..............._._._....._._.._..__.._._..._.._......._._.._..._........» „ Carpentry........ __............ __. .................»...........,,._ ....._........_... 33.805 _..........--' sF ._ -'--._...__.-..__..._..._....---.-..... 0.804 27,124 0.450 _...-._..__... 15,257 ....__......_._._.....___........-......».....»...»......»........__....__.._...._....._.... 0 42.861 125 OTA - 11ATERPFIOOMM 23.933 Remove and Re -Caulk AB Ederior Conrol Joints 11564 sf 0 0 0.75 8.673 8,673 0.26 ...__....._..-........_......_.»......._»....»».._.._.._ Replace Joint Sealants at Existing Paying_....... ,y......._._._.._.._...---._........----...._._._._.._._. 54,500 sf _.-.._......_...._....._. 8 ._._.._.__..._..._.....__.._ ......... 0_,.µ»..-...--..__. ..........».»...» 0.28 15.260 _._..__..._..._.........._.._._.__......._.... .... 0.45 ..._....._._.... Page 1 of 3 Bal[eer Beatty July 7, 2021 DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 07C - ROOFRYNi - - - - 542.480 EachdesEtandseam 33,945 sf 0 0 16.00 542x49,0....,•,,,_,...,,,_.542,480» 16.64 BSA - DOORS FRAMES. HARDWARE 278.580 HMDocrMW Frames -ON dware Wood ---- FM Frames f Hardware ...,........_..»._.».._' ----'-IM Frames "rdware ----'- Aluminum9toreframHardware '--'-'-'-'---"-'-- 9 ea 107 ea -'--'-- --------"- 9 ea 0 ------.-.-- 0 0 1800.000 16200 . 1900.080 192600 - »-......_• ...».... µ� 400.00 400.00 ..._._. -----...._._..-. »�»» 70000 3,600 42.800 15 OQ 19,800 235.400 .-�._. 15,390 8.58 5.94 0.45 OBC - OVERHEAD DOORS 11.9119 _ Overlie oifOtl car-_-_ __-_ Powder -coated steel 70 sf ,,- 0 0 170.00 11,900 11,800 0.35 08E - 13LAZMG 74.976 Storefront Doors .-.-._-_.-._._.._....,....__. ...... 9 ea- .._._.. 0 -0 -- --' 0 �- -•0 �• 4206 7,500.00 7_476 _....__. 67.500 7,476_ 67,500 -0.22 t99 ..... - 996 - DRYWALL fir CEILINGS 626.086 interior Part4ions FFiP Y/all ParteSn�__.___.-..�_-. 1n -Wall Blockin�xlndudigtl Aemovai aid Replacement of Gam._.-._..-_.�„9.„ ...._..»,,....,.,... »,».».»...»».,,,,» ........ rnsta0 Follow Meal Door Frames ..._38,949 sF 3797 sF Al„. ...-33.M sF _ - _ 107 ea 0 0 ..._� 0 0 4 __.__.__._._. -._._._.-a 0 0 3.85 0.35 8.50 225.00 12,3Q8 11x667 265,725 .. 24.075 285.728 24.1175 _ a93 0.71 09C - TILE 248 952 -.. ........ W.-._.-_. __..- _ _-» 2,794. .». » .. _._.__. i^.___. p5T7� ._-_.-...._.�.---..-.-._.-._._ ._.-.-.-..---'--- -•-952 s# ...__.___.-. _._._i.. -.�.._. -._..-'---'--..-.-SL-.__..__..IZ4 3528...___._-. »..8 ..___. 15424 3.528 .-.._zm ..__.-4.58 09F - RESILIENT FLOORING 38 366 Carpet-..-.__-'--' �._.._.._ __ Floor '--. 760 s9_. _...._._._...._.._ ...._....,_...._ 0...._»»».»..» 0 »».„......_......._.___....._...__.._.....__.._.-.__._. 42.00 3[.920 -._.__._..--.--'--.•- },446 31.920 },446 0.94 Ata 09L - PAINTING k WALL COVERING 13.287 �,_-, Tapel6edlTextmel,PamtWaSs._._-_-._. Miscellanaqus Painting_-'-'-'-'--'---'- 38,949 sl 33_615. so 33.905 sf _._.___.__._..__,......_,...._....0....._._._.._._dc20._...-_._. 0 0 0 ___....._.__ p........-.._._ 1.60 . 1.85 62,318 -.__.-_ 62,188 6.78f _--'--_ 62,318 62.188. 6.781 .-. _ t$} .. t83 820 IGA - SPECIALTIES 47.756 i Toilet Partitions Accessories FireEctinguishersE Cabinets._.-.__. Knox Box 38 ea f1 ea... - 1 ea - 0 -.D 0 D 0 ... - ...... ,.,-„_, 0 0 300.Q0 1050.00 350.00 .504.00 2406 39 900 3,956 1,500 _-_7,500 2,ip0 39,900 3,956 OAi L16 0.12 OA4 1813- SIGNAGE 78.458 Intedor Roam S�na�e Ecterior Hui�Lelterslg4dress fdumbers _._. 33.905 sf .___._, 1 a1w 0 - _ 0 11 __- 0 0.32 7,600.00 10,850 7,608 10,890 MO0l 0.32 6.22 10C- CANOPIES 72.32 .004 sf 0_.-.....__� _._._....._._72:00 72,312 72,312 2.13 MA - RESIDENTIAL APPLIANCES 28,700 Akp!ian 1 ahw 0 0 2 700.00 28,700 28,704 0.95 MB - FOOD SERVICE EQUIPMENT 0 Canrnmial Grad. Kdchen Equipment__._-. @Y OWNER 0 0 8.00 0 0 (LOU IZA - WINDOW TREATMENTS .5.444 (vFmi-BSnds at Wallows .___...-._.__._.-._-...._._.-__._..-...._._......._.........._.-.»»......»...»....»•...•»...».»». 2,574 sf 0 0 8.00 15.444 15.4}} 0.46 21- FIRE PROTECTION 87.810 Fire Pratertian „ A'Nstexistin„t�p&he _,_ 33,905 sF 0 ...__©...2.00 ._.-._._67,810, 67,810 200 22 - PLUMBING 991,588 .,. New under-slahsarl i ink.-._.-___.._. 23 - HvAC. l 1.315 If Q - 0 ....T 52.00 ....73.580. 73,580 5921. 2.17 _..___ C3emo [_Replace GriOeslRegistersf[glFuscrs„ Demo 8Re-place Ductwork - - - - - 2NewRTUsPerMeoh.RoralPlans asstmues new throughout assumes new thr5ughnut Assumes 25 ton se a ch _33,805 sF .__.___._• -. ._33.905 sF 50 tons -•_-_._ p 0 0 0 0 0 2A0 [O.Otl 3,800.00 67,810 339,050 190,000 190.000 2.00 1006 5.90 26 - ELECTRICAL 804,678 Electrical Emerncg Generators .- ......... 33,905 sf 0 0 14.00 474,670 474.670 14.00 27 - COMMUNICATIONS 2SUB4 ._..-----gats. ------ ___...._._..__._..-......•..._......__.....»».._» WpP4.; .04iNER..............._._33905 PaW,M! Sound,... ._....._.__._._....._....._.__.__. ... ... Audw Video S stems --._._..�._.__.__.9..__.._.__....._._....._....__._....._..__.._..........._..._......................� sf _._33,905 5F ._._._.__.__._.__.._.-._. -..._33,908 II.- ._._.__.._. � �..__._.._...__... .._........_.._ _ ._U.... ---...._..._2a5 D _.___...»....._.....».»....».....»..». .... 0.95 ........_....._. 50...._._. ...... M96-_.._.»....»...»...i2,B9G 32210 _......._._.__. 18S4?8 ..._..-.._6478 »...»».2 322ft7_ - ..-.._5.50_ . 0.95. 20 - ELECTRONIC SECURITY tc SAFETY 188,698 Fie Alarm .. ...._...._......__....._._ ..-....._.._-._-_._..._._..-._.-..-._._._.-.._._..... _._. _._. 129uri IntrusionAlarmfAcoessComofs .... 33.905, sf. ...........»»».». 33,905 sf .»»............ tl ... p ....__._._....__ ._._....._.-...__....._. 2A5 _-....._.-._.-...._._.. 59,506 -_._...._...._._.-......_._......_.._ 69,605 2.05 31- EARTHWORK 8 7.15s Termite treatment at stab cut-outs 2,896 sF 0 0 0.}4 1,158 L7 O.03 32C - PAVEMENT MARKINGS 5.995 neeuipe rarxtrtg ane rue woes oa,cuu sr Q 0 R.11 5,995 5995 0.18 Page 2 of 3 Balfour BJuly 7, 2021 itty DocuSign Envelope ID: 882854F4-7CCO-44EA-B3C9-35338032BOB7 22F -LAMOSCAPE f 317E 1MAPROVEMENTS Q x{ - WE UTILMES 0 SUBTOTAL Ge�ralCandiliwts nsite Staff �4v EstlmatMg Caraingenq en to OA500 3M$�Contrao='s -._M-2cfSubcnntractedC OA135enelA Iktl tnwfanee 1�au�dczo TM 'taslof JBI 0.0104 ,.Sorb 39a�a'crnT�'CcKrcd 0.00$5 - �ReconsumdonFee TMwi,2wra° 0.0215._. __.--'--' __'_-_-_`_e? ._._.._._._._ .... _..__._.__._.S&,Wcw ..,5.004OWNf3i TOTAL COST 6.672,82S 136-81 END OF EXHIBIT N — Control Estimate #01 Page 3 of 3 BMW Beaty July 7, 2021 DocuSign Envelope ID: 862854F4-7CC0-44EA-83C8-353380326087 Al 33 Owner — CMAR Agreement — Exhibit O — Escrow and Financing Conditions To be provided with the GMP as mutually agreed by the Owner and Contractor END OF EXHIBIT 0 — Escrow and Financing Conditions Page 1 of 1 Balfour Beatty July 7, 2021 DocuSign Envelope ID: 862854F4-7CC0-44EA-B3C9-35338032BOB7 A133 Owner — CMAR Agreement — Exhibit P — Disputed Work Schedule To be provided in the event the Owner and Contractor have Work in dispute per the Agreement END OF EXHIBIT P — Disputed Work Schedule Page 1 of 1 Balfaulr Beatty July 7, 2021 DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C8-35338032B087 vray WI &#WI Iavlu o Loop 288 —The Junction Updated 11 JUL 2021 AIA Al 33 Owner-CMAR Agreement Printed on 7/11/2021 at 8:17 PM Exhibit Z - Schedule of Exbts Description Prepared By Date Due Exhibit "A" — Guaranteed Maximum Price Amendment CMAR with GMP Exhibit "B" — Insurance and Bonds CMAR NIA - Attached Exhibit "C" — Scope of Work CMAR NIA - Attached Exhibit "D" — Construction Manager's Project Schedule CMAR NIA - Attached Exhibit "E" — Construction Manager's Soft Costs and Fee CMAR N/A - Attached Exhibit "F" — Key Personnel CMAR NIA - Attached Exhibit "G" — Confidentiality of the Project Owner (w/Consultant Assistance) with GMP Exhibit "H" — Customary and Usual Labor Rates CMAR with GMP Exhibit "I" — Rental Rates CMAR with GMP Exhibit "J" —Alternates with Costs and Expiration Dates CMAR with GMP Exhibit ''K" - Unit Costs CMAR with GMP Exhibit "L" - Allowances CMAR with GMP Exhibit "M" — Schedule of Values CMAR with GMP Exhibit "N" — Control Estimate # 01 CMAR NIA - Attached Exhibit "O" — Escrow and Financing Conditions CMAR If Necessary Exhibit "P" — Disputed Work Schedule CMAR If Necessary Exhibit "Z" — Schedule of Exhibits Owner's Consultant This Document 210711 AIA Document Exhibit Z -Template REV 00.01.xlsx Page 1 of i M021 Peak Program Value, LLC All Rights Reserved DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 =�y Document A201"-2017 -�•-�- General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) Loo 288 —The Junction 909 North 288 Denton. TX 76209 THE OWNER: (Name, legal status and address) City of Denton 215 East McKjnney Street Denton, Texas 76201 (940) 349-8307 THE ARCHITECT: (Name, legal status and address) Kirk atrick Architecture 100 W Mulben St. Denton. TX 76201 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. For guidance in modifying this document to include supplementary conditions, see AIA Document A503Im, Guide for Supplementary Conditions. Init. AIA Document A201®-2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1975, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are registered trademarks and may not be used without permission, This document was produced by AIA software at 13:20:20 ET on 07/2512021 under Order 1 No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail copyright@aia,org. User Notes: (2050117223) DocuSign Envelope ID: 882854F4-7CCO-44EA-B3C9-35338032BOB7 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES Init. AIA Document A201®-2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects, All rights reserved. The "American Institute of Architects," "AIA," the AIA logo, "A201," and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/2512021 under Order No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44FA-B3C9-35338032BOB7 INDEX (Topics and numbers in bold are Section headings.) Acceptance of Nonconforming Work 9.6.6, 9.9.3,12.3 Acceptance of Work 9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 10 Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 10.2.8,13.3.2,14.1, 15.1.2,15.2 Addenda 1.1.1 Additional Costs, Claims for 3.7.4, 3.7.5, 10.3.2, 15.1.5 Additional Inspections and Testing 9.4.2, 9.8.3, 12.2.1, 13.4 Additional Time, Claims for 3.2.4,3.7.4,3.7.5,3.10.2,8.3.2,15.1.6 Administration of the Contract 3.1.3, 4.2, 9.4, 9.5 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13 Allowances 3.8 Applications for Payment 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.5.4, 9.6.3, 9.7, 9. 10 Approvals 2.1.1, 2.3.1, 2.5, 3.1.3, 3.10.2, 3.12.8, 3.12.9, 3.12.10.1, 4.2.7, 9.3.2, 13.4.1 Arbitration 8.3.1, 15.3.2,15.4 ARCHITECT 4 Architect, Definition of 4.1.1 Architect, Extent of Authority 2.5, 3.12.7, 4.1.2, 4.2, 5.2, 6.3, 7.1.2, 7.3.4, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.4.1, 13.4.2, 14.2.2, 14.2.4, 15.1.4, 15.2.1 Architect, Limitations of Authority and Responsibility 2.1.1, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5.2.1, 7.4, 9.4.2, 9.5.4, 9.6.4, I 5.1.4, 15.2 Architect's Additional Services and Expenses 2.5, 12.2.1, 13.4.2, 13.4.3, 14.2.4 Architect's Administration of the Contract 3.1.3, 3.7.4, 15.2, 9.4.1, 9.5 Architect's Approvals 2.5, 3.13, 3.5, 3.10.2, 4.2.7 Architect's Authority to Reject Work 3.5, 4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.1.7, 1.5 Architect's Decisions 3.7.4, 4.2.6, 4.2.7, 4.2,11, 4.2.12, 4.2.13, 4.2.14, 6.3, 7.3.4, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4.1, 9.5, 9.8.4, 9.9.1, 13.4.2, 15.2 Architect's Inspections 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13-4 Architect's Instructions 3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.4.2 Architect's Interpretations 4.2.11, 4.2.12 Architect's Project Representative 4.2.10 Architect's Relationship with Contractor 1.1.2, 1.5, 23.3, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4, 3.7.5, 3.9.2, 3.9.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 12, 13.3.2, 13.4, 15.2 Architect's Relationship with Subcontractors 1. 1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3 Architect's Representations 9.4.2, 9.5.1, 9.10.1 Architect's Site Visits 3.7.4,4.22,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.4 Asbestos 10.3.1 As -Built Documents, Definition of 1.1.11 Attorneys' Fees 3.18.1,9.6.8,9.10.2,10.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1,1.1 Binding Dispute Resolution 8.3.1, 9.7, 11.5, 13.1, 15.1.2, 15.1.3, 15.2.1, 15.2.5, 15.2.6.1, 15.3.1, 15.3.2, 15.3.3, 15.4.1 Bonds, Lien 7.3.4.4, 9.6.8, 9.10.2, 9.10.3 Bonds, Performance, and Payment 7.3.4.4, 9.6.7, 9.10.3, 11.1.2, 11.1.3, 11.5 Building Information Models Use and Reliance 1.8 Building Permit 3.7.1 Capitalization 1.3 Init. AIA Document A20111-2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 3 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07!2512021 under Order ! No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Certificates for Payment 4.2.1, 4.2.5, 4.29, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.4 Certificates of Inspection, Testing or Approval 13.4.4 Certificates of Insurance 9.10.2 Change Orders 1.1.1, 3.4.2, 3.7.4, 3.8.2.3, 3.11, 3.12.8, 4.2.8, 5.2.3, 7.1.2, 7.1.3, 7.2, 7.3.2, 7.3.7, 7.3.9, 7.3.10, 8.3.1, 9.3.1.1, 9.10.3, 10.3.2, 11.2, 11.5, 12.1.2 Change Orders, Definition of 7.2.1 CHANGES IN THE WORK 2.2.2, 3,11, 4.2.8, 7, 7.2.1, 7.3.1, 7.4, 8.3.1, 9.3.1.1, 11.5 Claims, Definition of 15.11 Claims, Notice of 1.6.2, 15.1.3 CLAIMS AND DISPUTES 3.2.4, 6.1.1, 6.3, 7.3.9, 9.3.3, 9.10.4, 10.3.3, 15, 15.4 Claims and Timely Assertion of Claims 15.4.1 Claims for Additional Cost 3.2.4, 3.3.1, 3.7.4, 7.3.9, 9.5.2, 10.2.5, 10.3.2, 15.1.5 Claims for Additional Time 3.2.4, 3.3.1, 3.7.4, 6.1.1, 8.3.2, 9.5.2, 10.3.2, 15.1.6 Concealed or Unknown Conditions, Claims for 3.7.4 Claims for Damages 3.2.4, 3.18, 8.3.3, 9.5.1, 9.6.7, 10.2.5, 10.3.3, 11.3, 11.3.2, 14.2.4, 15.1.7 Claims Subject to Arbitration 15.4.1 Cleaning Up 3.15, 6.3 Commencement of the Work, Conditions Relating to 2.2.1, 3.2.2, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 5.2.1, 5.2.3, 6.2.2,8.1.2,82.2,8.3.1,11.1,11.2,15.1.5 Commencement of the Work, Definition of 8.1.2 Communications 3.9.1, 4.2.4 Completion, Conditions Relating to 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1, 9.10, 12.2, 14.1.2, 15.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 3.10.1, 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 15.1.2 Compliance with Laws 2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 10.2.2, 13. 1, 13.3, 13.4.1, 13.4.2, 13.5, 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Contract 1.1.1, 6.1.1, 6.1.4 Consent, Written 3.4.2, 3.14.2, 4.1.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 13.2, 15.4.4.2 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1. 1. 1, 3.4.2, 3.11, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3, 9.3.1.1 Construction Management Plan, Definition of 1.1.10 Construction Schedules, Contractor's 3.10, 3.11, 3.12.1, 3,12.2, 6.1.3, 15.1.6.2 Contingent Assignment of Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 15.1.4 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, 5.4.2, 11.5, 14 Contract Administration 3.1.3, 4, 9.4, 9.5 Contract Award and Execution, Conditions Relating to 3.7.1,3.10,5.2,6.1 Contract Documents, Copies Furnished and Use of '�1.5_;5, 2.3.6, 5.3 Contract Documents, Definition of 1.1.1 Contract Sum 2.2.2, 2.2.4, 3.7.4, 3.7.5, 3.8, 3.10.2, 5.2.3, 7.3, 7.4, 9.1, 9.2, 9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.5, 12.1.2, 12.3, 14.2.4, 14.3.2, 15.1.4.2,151.5,15.2.5 Contract Sum, Definition of 9.1 Contract Time 1.1.4, 2.2.1, 2.2.2, 3.7.4, 3.7.5, 3.10.2, 5.2.3, 6.1.5, 7.2.1.3, 7.3.1, 7.3.5, 7.3.6, 7, 7, 7.3.10, 7.4, 8.1.1, 8.2.1, 8.2.3, 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 12.1.2, 14.3.2,15.1.4.2,15.1.6.1,15.2.5 Contract Time, Definition of 8.1.1 Init. AIA Document A20111-2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order Ne.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@ata.org. User Notes: {2050117223} DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 CONTRACTOR 3 Contractor, Definition of 3.1, 6.1.2 Contractor's Construction and Submittal Schedules 3.10, 3.12.1, 3.12.2, 4.2.3, 6.1.3, 15.1.6.2 Contractor's Employees 2.2.4, 3.3.2, 3.4.3, 3.8.1, 39, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.3, 14.1, 14.2.1.1 Contractor's Liability Insurance 11.1 Contractor's Relationship with Separate Contractors and Owner's Forces 3.12.5, 3.14.2, 4.2.4, 6, 11.3, 12.2.4 Contractor's Relationship with Subcontractors 1.2.2, 2.2.4, 3.3.2, 3.18.1, 3.18.2, 4.2.4, 5, 9.6.2, 9.6.7, 9.10.2, 11.2, 11.3, 11.4 Contractor's Relationship with the Architect 1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5.1,3.7.4,3.10,3.11,3.12,3,16,3.18,4.2,5.2,6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 99, 10.2.6, 10.3, 11.3, 12, 13.4, 15.1.3, 15.2.1 Contractor's Representations 3.2.1, 3.2.2, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2 Contractor's Responsibility for Those Performing the Work 3.3.2, 3.18, 5.3, 6.1.3, 6.2, 9.5.1, 10.2.8 Contractor's Review of Contract Documents 3.2 Contractor's Right to Stop the Work 2.2.2, 9.7 Contractor's Right to Terminate the Contract 14.1 Contractor's Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2, 9.8.3,9.9.1,9.10.2,9.10.3 Contractor's Superintendent 3.9, 10.2.6 Contractor's Supervision and Construction Procedures 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,6.1.3,6.2.4,7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14, 15.1.4 Coordination and Correlation 1.2,3.2.1,3.3.1,3.10,3.12.6,6.1.3,6.2.1 Copies Furnished of Drawings and Specifications 1.5, 2.3.6, 3.11 Copyrights 1.5, 3.17 Correction of Work 2.5, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2, 12.3, 15.1.3.1, 15.1.3.2, 15.2.1 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.4 Costs 2.5, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.4, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6, 11.2, 12.1.2, 12.2.1, 12.2.4, 13.4, 14 Cutting and Patching 3.14, 6.2.5 Damage to Construction of Owner or Separate Contractors 3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Damage to the Work 3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.4, 122.4 Damages, Claims for 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.3.2, 11.3, 14.2.4, 15.1.7 Damages for Delay 6.2.3, 8.3.3, 9.5.1.6, 9.7, 10.3.2, 14.3.2 Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 6.3, 7.3.4, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.4.2, 14.2.2, 14.2.4, 15.1, 15.2 Decisions to Withhold Certification 9.4.1, 9.5, 9.7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.5, 3.5, 4.2.6, 6.2.3, 9.5.1, 9.5.3, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Definitions 1. 1, 2.1.1, 3.1.1, 3.5, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 5. 1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1, 15.1.1 Delays and Extensions of Time 3.2, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 Design -Build Scone, Definition of 1.1.13 Digital Data Use and Transmission X71.7, 1.7.1 Disputes 6.3,7.3.9,15.1,15.2 Documents and Samples at the Site 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Use and Ownership of 3.11 Effective Date of Insurance 8.2.2 Emergencies 10.4, 14.1.1.2,15.1.5 Employees, Contractor's 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3.3, 11.3, 14.1, 14.2.1.1 Inst AIA Document A2019-2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents' are rs registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07125/2021 under Order ! No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documentsm Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 Equal to for Annroved Equal). Definition of 1.1.14 Equipment, Labor, or Materials 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3,12, 3.13, 3.15.1, 4.2.6,4.2.7,52.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.3.4, 2.3.6, 3.1, 3.3.1, 3.4.1, 3.7.1, 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.6, 8.2, 9.5. 1, 9.9.1, 10.2, 10.3, 12.1, 12.2, 14.2, 14.3.1, 15.1.4 Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4, 9.5.1, 9.7, 10.3.2, 10.4, 14.3, 15.1.6, 15.2.5 Failure of Payment 9.5.1.3, 9.7, 9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.9, 9.8.2, 9.10, 12.3, 14.2.4, 14.4.3 Financial Arrangements, Owner's 2.2.1, 13.2.2, 14.1.1.4 Force Majeure. Definition of 1.1.15 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials and Substances 10.2.4, 10.3 Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3.17, 3.18, 9.6.8, 9.10.2, 10.3.3, 11.3 Indemnitees, Definition of 1.1.9 Information and Services Required of the Owner 2.1.2, 2.2, 2.3, 3.2.2, 3.12.10.1, 6.1.3, 6.1.4, 6.2.5, 9.6.1, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 14.1.1.4, 14.1.4, 15.1.4 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker, Decisions 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Initial Decision Maker, Extent of Authority 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Injury or Damage to Person or Property 10.2.8, 10.4 Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.4 Instructions to Bidders 1.1.1 Instructions to the Contractor 3.2.4, 3.3.1, 3.8.1, 5.2.1, 7, 8.2.2, 12, 13.4.2 Instruments of Service, Definition of 1.1.7 Insurance 6.1.1, 7.3.4, 8.2.2, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 10.2.5, 11 Insurance, Notice of Cancellation or Expiration 11.1.4, 11.2.3 Insurance, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.2, 14.4.2 Insurance, Owner's Liability 11.2 Insurance, Property 10.2.5, 11.2, 11.4, 11.5 Insurance, Stored Materials 9.3.2 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1 Insured loss, Adjustment and Settlement of 11.5 Intent of the Contract Documents 1.2.1, 4.2.7, 4.2.12, 4.2.13 Interest 13.5 Interpretation 1.1.8,1.2.3,1.4,4.1.1,5.1,6.1.2,15.1.1 Interpretations, Written 4.2.11, 4.2.12 Judgment on Final Award 15.4.2 Knowledge, Definition of 1.1.16 Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.5, 2.3.2, 3.2.3, 3.2.4, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 9.9.1, 10.2.2, 13.1, 13.3.1, 13.4.2, 13.5, 14, 15.2.8, 15.4 Liens 2.1.2,9.3.1,9.3.3,9.6.8,9.10.2,9.10.4, 15.2.8 Limitations, Statutes of 12.2.5, 15.1.2, 15.4.1.1 Limitations of Liability 3.2.2, 3.5, 3.12.10, 3.12.10.1, 3.17, 3.18.1, 4.2.6, 4.2.7, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.6.8, 10.2.5, 10.3.3, 11.3, 12.2.5, 13.3.1 Limitations of Time 2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 5.2, 5.3, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 12.2, 13.4, 14, 15, 15.1.2, 15.1.3, 15.1.5 Init. AIA Document A201®-2017. Copyright Q 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects, All rights reserved. The "American Institute of Architects,' "AIA," the AIA Logo, "A201," and `AIA Contract Documents' are registered trademarks and may not be used without permission, This document was produced by AIA software at 13:20:20 ET on 07!25!2021 under Order No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 Materials, Hazardous 10.2.4, 10.3 Materials, Labor, Equipment and 1.1.3, 1.1.6, 3.4.1, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3,15, 1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2 Mechanic's Lien 2.1.2, 9.3.1, 9.3.3, 9.6.8, 9.10.2, 9.10.4, 15.2.8 Mediation 8.3.1, 15.1.3.2, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4.1, 15.4.1.1 Minor Changes in the Work 1.1.1, 3.4.2, 3.12.8, 4.2.8, 7.1, 7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Contract 1.1.1,1.1.2,2.5,3.11,4.1.2,4.2.1,5.2.3,7,8.3.1,9.7, 10.3.2 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.6.6, 9.9.3, 12.3 Nonconforming Work, Rejection and Correction of 2.4, 2.5, 3.5, 4.2.6, 6.2.4, 9.5.1, 9.82, 9.9.3, 9.10.4, 12.2 Notice 1.6, 1.6.1, 1.6.2, 2.1.2, 2.2.2., 2.2.3, 2.2.4, 2.5, 3.2.4, 3.3.1, 3.7.4, 3.7.5, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 7.4, 8.2.2 9.6.8, 9.7, 9.10.1, 10.2.8, 10.3.2, 11.5, 12.2.2.1, 13.4.1, 13.4.2, 14.1, 14.2.2, 14.4.2, 15.1.3, 15.1.5, 1S.1.6,15.4.1 Notice of Cancellation or Expiration of Insurance 11.1.4, 11.2.3 Notice of Claims 1.6.2, 2.1.2, 3.7.4, 9.6.8, 10.2.8, 15.1.3, 15.1.5, 15.1.6, 15.2.8, 15.3.2, 15.4.1 Notice of Testing and Inspections 13.4.1, 13.4.2 Observations, Contractor's 3.2, 3.7.4 Occupancy 2.3.1, 9.6.6, 9.8 Orders, Written 1.1.1, 2.4, 3.9.2, 7, 8.2.2, 11.5, 12.1, 12.2.2.1, 13.4.2, 14.3.1 OWNER 2 Owner, Definition of 2.1.1 Owner, Evidence of Financial Arrangements 2.2, 13.2.2, 14.1.1.4 Owner, Information and Services Required of the 2.1.2, 2.2, 2.3, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 14.1.1,4, 14.1.4, 15.1.4 Owner's Authority 1.5, 2.1.1, 2.3.32.4, 2.5, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.2, 9.5.1, 9.6.4, 9.9.1, .9.10.2, 10.3.2, 11.4, 11.5, 12.2.2, 12.3, 13.2.2, 14.3, 14.4, 15.2.7 Owner's Insurance 11.2 Owner's Relationship with Subcontractors 1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2 Owner's Right.to Carry Out the Work 2.5, 14.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction and to Award Separate Contracts 6.1 Owner's Right to Stop the Work 2.4 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2, 14.4 Ownership and Use of Drav4ngs, Speeffications and Other instruments of Serv4eeDesign Documents 1.1.1, 1.1.6, 1.1.7, 1.5, 1.5.1 1.5.2 1.5.3 1.5.4 1.5.5 2.3.6, 3.2.2, 3.11, 3.17, 4.2.12, 5.3 Partial Occupancy or Use 9.6.6, 9.9 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 Payment, Applications for 4.2.5, 7.3.9, 92, 9.3, 9.4, 9.5, 9.6.3, 9.7, 9.8.5, 9.10.1, 14.2.3, 14.2.4, 14.43 Payment, Certificates for 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4 Payment, Failure of 9.5.1.3, 9.7, 9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Payment, Final 4.2.1, 4.2.9, 9.10, 12.3, 14.2.4, 14.4.3 Payment Bond, Performance Bond and 7.3.4.4, 9.6.7, 9.10.3, 11.1.2 Payments, Progress 9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4 PAYMENTS AND COMPLETION 9 Payments to Subcontractors 5.4.2,9.5.1.3,9.6.2,9.6.3,9.6.4,9.6.7,14.2.1.2 ]nit. AIA Document A2010-2017. Copyright@ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects,- "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 7 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order ! No.0332372484 which expires on 07125/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 PCB 10.3.1 Performance Bond and Payment Bond 7.3.4.4, 9.6.7, 9.10.3, 111.2 Permits, Fees, Notices and Compliance with Laws 2.3.1, 3.7, 3.13, 7.3.4.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11, 3.12, 4.2.7 Progress and Completion 4.2.2, 8.2, 9.8, 99.1, 14.1.4, 15.1.4 Progress Payments 9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4 Project, Definition of 1.1.4 Project Representatives 4.2.10 Property Insurance 10.2.5, 11.2 Proposal Requirements 1.1.1 PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Laws 1.5, 2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 9.9.1, 10.2.2,13.1,13.3,13.4.1,13.4.2,13.5,14,15.2.8,15.4 Rejection of Work 4.2.6, 12.2.1 Releases and Waivers of Liens 9.3.1, 9.10.2 Representations 1.9 3.2.1,3.5,3.12.6,8.2.1,9.3.3,9.4.2,9.5.1,9.10.1 Representatives 2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.10, 13.2.1 Responsibility for Those Performing the Work 3.3.2,3.18,4.2.2,4.2.3,5.3,6.1.3,6.2,6.3,9.5.1, 10 Retainage 9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3 Review of Contract Documents and Field Conditions by Contractor 3.2, 3.12.7, 6.1.3 Review of Contractor's Submittals by Owner and Architect 3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12 Rights and Remedies 1.1.2, 2.4, 2.5, 3.5, 3.7.4, 315.2, 4.2.6, 5.3, 5.4, 6. 1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.1, 12.2.2, 12.2.4, 13.3, 14, 15.4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4.1 Safety of Persons and Property 10.2, 10.4 Safety Precautions and Programs 3.3.1, 4.2.2, 4.2.7, 5.3, 10.1, 10.2, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, Construction 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.6.2 Separate Contracts and Contractors 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 12.1.2 Separate Contractors, Definition of 6.1.1 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, 4.2.7 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2, 9.9.2, 9.4.2, 9.10.1, 13.4 Site Visits, Architect's 3.7.4,4.2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.4 Special Inspections and Testing 4.2.6, 12.2.1, 13.4 Specifications, Definition of 1.1.6 Specifications 1.1.1, 1.1.6, 1.2.2, 1.5, 3.12.10, 3.17, 4.2.14 Statute of Limitations 15.1.2, 15.4.1.1 Stopping the Work 2.2.2, 2.4, 9.7, 10.3, 14.1 Stored Materials 6.21, 9.3.2, 10.2.1.2, 10.2.4 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS 5 Subcontractors, Work by 1.2.2,3.3.2,3.12.1,3.18,4.2.3,5.2.3,5.3,5.4,9.3.1.2, 9.6.7 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 14.1, 14.2.1 Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.4, 9.2, 9.3, 9.8, 9.9.1, 9.10.2, 9.10.3 Init. AIA Document A2010-� 2017. Copyright © 19111, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 0712512021 under Order No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 Submittal Schedule 3.10.2, 3.12.5, 42.7 Subrogation, Waivers of 6.1.1, 11.3 Substances, Hazardous 10.3 Substantial Completion 4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3, 12.2, 15.1.2 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of Architect 2.3.3 Substitutions of Materials 3.4.2, 3.5, 7.3.8 Sub -subcontractor, Definition of 5.1.2 Subsurface Conditions 3.7.4 Successors and Assigns 13.2 Superintendent 3.9, 10.2.6 Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 42.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.4 Suppliers 1.5, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.5.4, 9.6, 9.10.5, 14.2.1 Surety 5.4.1.2, 9.6.8, 9.8.5, 9.102, 9.10.3, 11.1.2, 14.2.2, 15.2.7 Surety, Consent of 9.8.5, 9.10.2, 9.10.3 Surveys 1.1.7, 2.3.4 Suspension by the Owner for Convenience 14.3 Suspension of the Work 3.7.5, 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 14 Taxes 3.6, 3.8.2.1, 7.3.4.4 Termination by the Contractor 14.1, 15.1.7 Termination by the Owner for Cause 5,4.1.1, 14.2,15.1.7 Termination by the Owner for Convenience 14.4 Termination of the Architect 2.3.3 Termination of the Contractor Employment 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9,10.1, 10.3.2, 12.2.1, 13.4 TIME 8 Time, Delays and Extensions of j3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 Time Limits 2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 12.2, 13.4, 14, 15.1.2, 15.1.3, 15.4 Time Limits on Claims 3.7.4, 10.2.8, 15.1.2, 15.1.3 Title to Work 9.3.2, 9.3.3 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 10.3 Unit Prices 7.3.3.2, 9.1.2 Use of Documents 1.1.1, 1.5, 2.3.6, 3.12.6, 5.3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.3.2 Waiver of Claims by the Contractor 9.10.5, 13.3.2, 15.1.7 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.3.2, 14.2.4, 15.1.7 Waiver of Consequential Damages 14.2.4, 15.1.7 Waiver of Liens 9.3, 9.10.2, 9.10.4 Waivers of Subrogation 6.1.1, 11.3 Warranty 1.9, 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.1 0.2, 9.10.4, 12.2.2, 15.1.2 Weather Delays 8.3, 15.1.6.2 Work, Definition of 1.1.3 Written Consent T5', 1.5.5, 3.42, 3.7.4, 3.12.8, 3.142, 4.1.2, 9.3.2, 9.10.3,13.2,13.3.2,15.4.4.2 Inst. AIA Document A20110-2017. Copyright 071911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/2512021 under Order No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032a0B7 Written Interpretations 4.2.11, 4.2.12 Written Orders 1,1,1, 24, 3.9, 7, 8,2.2, 12.1, 12,2, 13,4.2, 14.3.1 Inst. AIA Document A2010-� 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," 'AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 10 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order 1 No.0332372484 which expires on 07125/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-63C9-35338032BOB7 ARTICLE 1 GENERAL PROVISIONS § 1.1 Basic Definitions § 1.1.1 The Contract Documents The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement, and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive, or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor's bid or proposal, or portions of Addenda relating to bidding or proposal requirements. The Contractor shall assist and cooperate in preparing the Aueement, and within five (5) days after notification of award of the Work_, having met with the Owner to finalize the Agreement, execute and deliver four (4) copies to the Owner. § 1.1.2 The Contract The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect's consultants, (2) between the Owner and a Subcontractor or a Sub -subcontractor, (3) between the Owner and the Architect or the Architect's consultants, or (4) between any persons or entities other than the Owner and the Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. This Agreement was the result of negotiations between he Owner and Contractor, and has been reviewed by the. Owner, Contractor and their respective counsel. Accordingly, this Agreement shall be deemed to be the product of both parties and no ambiguity shall be construed in favor of or against either party. The terms "Agreement" and "Contract" shall be used interchangeably to have the same meaning as defined in this Section 1.1.2. § 1.1.3 The Work The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and seFviees pr-evided or- to be. provided lay the COat....,.*,,r t„ fi,i fil the f`.,,,r........,r'& Obli ... eos 3WI21ies, skill, supervision, transportation, support services, facilities and other resources necessary or proper or incidental to the carrying out and completion of the terms of the contract and all other items of cost or value needed to produce, construct and fully colnlete the Work identified by the Contract Documents. The Work may constitute the whole or a part of the Project. § 1.1.4 The Project The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by Separate Contractors. § 1.1.5 The Drawings The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. § 1.1.6 The Specifications The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. , a.� —•-,J ��-�....�•--a .-a _.-Ya _....-..0 tea_... a.4_ .. u .,- a_ -_a .-- . -�.. �. �.-, mid ether- similar materials-. s---------- dFawings, speeifiea4iens, Init. AIA DocumentA201e--2017, Copyright ©1911, 1915, 1916, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 11 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/2512021 under Order 1 No.0332372484 which expires on 0712512022, is not for resale, is licensed for one -lime use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.arg. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 1.1.7 Design Documents Design Documents are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective rofessional services a reements. Design Documents ma include without limitation studies surveys, models sketches, drawings, specifications, the Proiect Manual and other similar materials. § 1.1.8 Initial Decision Maker The Initial Decision Maker is the person identified in the Agreement to render initial deeisions an 0—Rimis in meor-danee with Seetien 15.2. The Initial Doeision Maker- shall not show partiality to tha- C)mcaer- or Centraatcw ana swat, not be liable r - fes lts ,. f k4erpr-o..,, )ens er deeisions , endered ; ed r ith.decisions. § 1.1.9 The Indemnitees The Owner, which includes the Mayor, members of the City Council, employees, agents, assigns, and other city officers, the Owner's consultants, the Architect, Architect's consultants, and the agents and employees of any of them shall hereafter be known as the "Indemnitees". § 1.1.10 Construction Management Plan The Construction Management Plan is prepared by the Contractor for its use in managing the Work and is not a Contract Document. The Construction Management Plan must include, at a minimum and without limitation, the following s arate deliverables which are subject to review and a royal by the Architect and Owner: .1 Safety and Logistics Plan; .2 Contractor's Construction Schedule; .3 Cost Management Plan, Control Estimate and Schedule of Values; .4 Quality Management, Commissioning and Turnover Plan; and .5 Information Management System. § 1.1.11 As -Built Documents The As -Built Documents are the Drawings, Specifications, and addenda thereto that may be updated by the Contractor to accurately reflect the actual Work in place, including without limitation, the incorporation of Change Orders, responses to the Contractor's requests for information, Architect's supplemental instructions, field modifications, and other similar changes made to the Work during construction. The As -Built documents shall conform to the format and compatibility requirements of Section 1.5.3. 61.1.12 Work Breakdown Structure The project's Work Breakdown Structure ("WBS") is a deliverable -oriented, hierarchical organization of the Project components to be executed by the Owner, and its accompanying numbering system. The WBS will be mutually agreed Won by the Owner and Architect and used by the Contractor. T § 1.1.13 Design -Build Scope Such portions of the Work, if any, required by the Contract Documents be designed by the Contractor, a Subcontractor, or anyone for whom they are responsible. S 1.1.14 Equal to for Approved Equal) Products by manufacturers and information about those products other than those products specified in the Contract Documents which the Contractor may submit for substitution as equal to those products specified in the Contract Documents; which may be incorporated in the Work after using the process specified in the Contract Documents for review and acceptance by the Architect and acceptance of same by the Owner. § 1,1.15 Force Majeure An act of God, fire, tornado, hurricane, flood, earthquake, explosion, war on American soil, civil disturbance, labor strikes, and similar unavoidable circumstances beyond Contractor's control, not caused by the negligent act or omission of Contractor or breach of this Agreement, its Subcontractors, or anyone else for whom Contractor is responsible. and not caused by Contractor's breach of a uroiect labor or a "no strike" agreement. § 1.1.16 Knowledge Init. AIA Document A201®-20)7, Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1968, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 2 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07!2512021 under Order ! No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 The terms "knowledge," "recognize" and "discover," their respective derivatives and similar terms in the Contract Documents, as used in reference to the Contractor, shall be interpreted to mean that which the Contractor knows or should know, recopnizes or should recognize and discovers or should discover in exercising the care, skill, and diligence of a diligent and prudent contractor familiar with the Work._Analogously, the_ expression "reasonably inferable" and similar terms in the Contract Documents shall be interpreted to mean reasonably inferable by a diligent and prudent contractor familiar with the Work and in accordance with the highest standards in the construction profession. § 1.2 Correlation and intent of the Contract Documents § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. Where a conflict occurs between or within standards, specifications, and drawings, the more stringent or higher quality requirements shall apply. The precedence and coordination of the Contract Documents are as follows: .1 Any addenda and modifications to the Drawings and Specifications take precedence over any earlier Contract Documents. .2 Should there be a conflict within the Specifications, or within the Drawings, or between the Drawings an Specification, the Architect shall decide which stipulation will provide the best installation and its decision shall be final. .3 The Drawing and Specifications are intended to coordinate with each other. Anything shown on the Drawings but not mentioned in the Specification or vice -versa, or anything not expressly set forth in either, but which is reasonably implied, shall be furnished as though specifically shown and mentioned in both without any extra charge. .4 The Drawings, for purposes of clearness and legibility, are essentially diagrammatic, and although the sizes and locations of equipment arc shown to scale wherever possible, the Contractor, Subcontractors, and Sub -subcontractors are required to familiarize themselves with all the Work required by the Contract Documents. Each Contractor, Subcontractor, and Sub -subcontractor shall pLoearly coordinate its work with that of the Owner and all Separate Contractors. It isnot_ within the scope of the Drawings to show all neeessary offsets, obstructions or structural conditions. It shall be the responsibility of each Contractor to plan, coordinate, and install its work in such a manner so as to conform to the structure. Any conflict within the Drawings shall be referred to the Architect for disposition prior to the installation of any affected work. .5 Figured dimensions contained in the Contract Documents shall be accurately followed, even though they differ from scaled measurements. No work shown on the plans, the dimensions of which are not figured, shall be executed until instructions have been obtained from the Architect as to the dimensions to be used. Larger scale Drawings shall have preference over smaller scale drawings, but discrepancies shall be referred to the Architect for interpretation. § 1.2.1.1 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions. If it is determined that any provision of the Contract Documents violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to the parties' intentions and purposes in executing the Contract. § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. !nit AIA Document A2010-2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 13 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/2512021 under Order No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope 117: 8B2854F4-7CCO44EA-B3C9-35338032SOB7 § 1.3 Capitalization Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles, or (3) the titles of other documents .that are apart. of this Contract. § 1.4 Interpretation In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 Ownership and Use of DFawings, SpeGRIGations, and 0th8F inStFUMentS Of Servo reDesi{Jn Documents § 1.5.1 The , Design Documents are the product of work made for hire. These are and shall remain the sole Dronerty of the Owner. The Architect assigns to Owner all remaining proprietary rights that the Architect and its consultants may possess in the Design Documents including, without limitation, all copyright and other intellectual property rights. Disputes between the parties shall not impact this transfer of ownership, neither will a termination of this Agreement. In the event of a dispute between the parties regarding payment for Basic or Additional Services, the Architect is not obligated deliver additional Design Documents or services for which it claims that it has not been paid, but the Owner's right to use the Desi Documents and other services in its possession shall not be restricted. § 1.5.2 The , lftsa-&nents of Sef-Aee pr-evided to them, subjeet to aRy pfeteeels established ptffsttaR4 4a Seetions 1.7 and 1.8, sale! .Project is the property of the Owner, and, without limitation, the Architect may not use the Design Documents for pnypurpose not related to the Project without the Owner's prior written consent. § 1.5.3 When requested by the Owner, the Architect shall furnish to the Owner the most current Design Documents, to include, without limitation all the most current drawings, design and engineering calculations, specifications, and any other information which the Architect or the Architect's consultant(s) have created in connection with or for the Proiect. At a minimum this information shall berovided in electronic format com atible with the most recent versions of the industry standard software for such information. Specifically, drawings shall be compatible with AutoCADD, design and engineering calculations compatible with MS Excel, and specifications with MS Word. All lavers and information shall be fully accessible (not "PDF", "protected", or "plot" files). 1.5.4 Submittal or distribution of the Design_ Docurnents or any portion thereof to meet official laws, statutes, ordinances and re ug latory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Owner's reserved rights. § 1.5.5 The Contractor, Subcontractors, Sub -subcontractors, and material or equipment suppliers are authorized to use and re roduce the Design Documents provided to them solely and exclusively for execution of the Work, All c2pies made under this authorization shall bear the copyright notice, if any, shown on the Design Documents. The Contractor, Subcontractors, Sub -subcontractors, and material or equipment suppliers may not use the Design Documents on other projects or for additions to this Proiect outside the scope of the Work without the specific written consent of the Owner. § 1.6 Notice § 1.6,1 Except as otherwise provided in Section 1.6.2, where the Contract Documents require one party to notify or give notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, Inst. AIA Document A20V— 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. Alt rights reserved. The "American lnsfitute of Architects," "AIA," the AIA Logo, "A201," and "AlA Contract Documents" are 14 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07125/2021 under Order No,0332372484 which expires on 07/25/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 or by electronic transmission if a method for electronic transmission is set forth in the Agreement. In the event notice is provided by mail it shall be sent certified return receipt requested. § 1.6,2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail, or by courier providing proof of delivery. § 1,7 Digital Data Use and Transmission The parties shall agree upon protocols governing the transmission and use of Instpaments of Sefviee Design Documents or any other information or documentation in digital form. The parties will use AAA Deouffien E203TM 2913, u, ;1,1: N , t: Modeling ;de,ling a d Digital Data Ev";h.:., to establish the protocols for the development, use, transmission, and exchange of digital data -.data in writing, as mutually agreed. § 1.7.1 The Contractor, at any time upon the request of the Owner, shall immediately return and surrender to the Owner, without limitation all electronic and hard copies of any Project -related materials, records, notices, memoranda recordings, drawings, s ecifications mock -Us and any other documents furnished by the Owner or the Architect to the Contractor. § 1.8 Building Information Models Use and Reliance Any use of, or reliance on, all or a portion of a building information model without written agreement to protocols governing the use of, and reliance on, the information contained in the fnedet and without 14a-ving these pfetaeols set fiD#h in A! PAP+ V2031m 2013, Building lafemt-Mieti P.4adeling aad Digital Data &giibit, a -ad the r-equis- ^T)RpjjnentQ� 7 Q13, it ;a r R,,;l l; r +: , Modeling ur +, ,1 > ,,, model, shall be at the using or relying party's sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. 1.9 The representations and warranties contained in the Contract Documents shall survive the complete performance of the Work or earlier termination of this Agreement. ARTICLE 2 OWNER § 2.1 General § 2,1,1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. § 2.1.2 The Owner shall furnish to the n,.«r,.,,,.+, ;.w: fifteeff days after e «* ^F � � ++ e , «fi ...,..,ti.. Shaj if101Ude e..+ --e-me +.t ,.F 41... ...7 legal title to the prepei4y on ,.1,;..1, the Pr -a et4s usually fe f ....rt,, to as the ,4e, «,t the Oya e .'s tAefest +>wFei„_the following information to a person, including the Architect or Contractor, who makes a request for information under Texas Government Code Chapter 2253, related to payment or performance bond: (1) a certified copy of a payment bond and any attachment to the bond; (2) the public work contract for which the bond was given,• and 3 the toll-free telephone number maintained by the Texas Denartment of Insurance under Subchapter B, Chapter 521, Insurance Code_, for obtaining information concerning licensed insurance companies. & 2.1.3 The Owner may obtain independent review(s) of the Architect's Design Documents, or of any document or other materials submitted by the Contractor, by a separate architect en ineer contractor, cost estimator or any other consultant they deem necessary and put under contract to or cause to be employed by the Owner. Such independent review shall be undertaken at the Owner's expense in a_tim_ely manner and shall not delay the orderly progress of the Work. The Architect and Contractor shall coo erate with such Owner's other consultants fully and respond to their reviews and comments in writing in_a drnely and comprehensive manner. This provision shall not be interpreted to require the Owner to obtain an inde endent review or iim 1 that the Owner is in anv way assuming responsibility for the work of the Architect and Contractor. Init. AiA Document A20111— 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 15 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract DocumentsO Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 2.2 Evidence of the Owner's Financial Arrangements § 2.2.1 Prior to commencement of the Work and upon written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. evideneeif eemmefteenwR4 of the Ww4 is delayed uadef this Seetion 2.2. 1, the Gentmet Time sM1 be eMende �) § 2.2.2 Following commencement of the Work and within ten (10) business days of written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract only if (1) the Owner fails to make payments to the Contractor as the Contract Documents require; (2) the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due; or (3) a change in the Work materially changes the Contract Sum. If the Owner fails to provide such evidence, as required, within fourteen days of the Contractor's request, the Contractor may immediately stop the Work and, in that event, shall notify the Owner that the Work has stopped. However, if the request is made because a change in the Work materially changes the Contract Sum under (3) above, the Contractor may immediately stop only that portion of the Work affected by the change until reasonable evidence is provided. If the Work is stopped under this Section 2.2.2, the Contract Time shall be extendedappropriately. and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdown, delay and start-up, plus interest as provided in the Contract Documents. § 2.2.3 After the Owner furnishes evidence of financial arrangements under this Section 2.2, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 2.2.4 Where the Owner has designated information famished under this Section 2.2 as "confidential," the Contractor shall keep the information confidential and shall not disclose it to any other person. However, the Contractor may disclose "confidential" information, after seven (7) days' notice to the Owner, where disclosure is required by law, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or by court or arbitrator(s) order. The Contractor may also disclose "confidential" information to its employees, consultants, sureties, Subcontractors and their employees, Sub -subcontractors, and others who need to know the content of such information solely and exclusively for the Project and who agree to maintain the confidentiality of such information. Notwithstanding the above, all Agreements with the Owner shall have all references to compensation redacted before disclosing to Subcontractors, sub -Subcontractors, or any other tier of vendor. § 2.3 Information and Services Required of the Owner § 2,3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. § 2.3.2 The Owner shall retain an architect lawfully licensed to practice architecture, or an entity lawfully practicing architecture, in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 2.3.3 If the employment of the Architect terminates, the Owner shall employ a successor to whem the gantT-aeter- has whose status under the Contract Documents shall be that of the Architect. § 2.3.4 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.3.5 The Owner shall fitmish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. Init. AIA Document A2010-2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects,' "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 16 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/2512021 under Order I No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2:050117223) DocuSign Envelope ID: 8B2854F4-7CCQ-44EA-B3C9-353380328087 § 2.3.6 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Seefien 1.5.2.Section 1.5.5. § 2.3.7 The foregoing are without limitation and in addition to, the other duties and responsibilities of f the Owner specified in Article 6 Article 9, and Article 11 § 2A Owner's Right to Stop the Work If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or fegeated15-fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by cin 6.1. b Section 6.1.3 nor shall the exercise of the Owner's ri ht hereunder ive rise to an claim b Contractor for additions to the Contract Sum or Contract Time. § 2.5 Owner's Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten day pefiod aAeF Y-eeeipt of net ^' from the4'Ya er forty-eight (48) hours from receipt of written notice from the Owner or Architect to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such default or neglect. and the Ar -"set The Architect may, at the direction of the Owner, pursuant to Section 9.5.1, withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional services made necessary by such default, neglect, or failure. If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. If the Contractor disagrees with the actions of the Owner or the Architect, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 15. § 2.6 Extent of Owner Rights 82 fi 1 The rights stated in this Article 2 and elsewhere in the Contract Documents are cumulative and not in limitation of an rights of the Owner granted in the Contract Documents; at taw,• or in cqWly. 2.6.2 In no event shall the Owner or Architect have control over, charge of or an responsibility for construction means methods techniques, sequences, or procedures or for safety precautions and proffams in connection with the Work Notwithstanding anything else herein, and without limitation, any review(s), independent or otherwise, or a roval s by the Owner or Architect of the Design Documents the Contract Documents the Contractor's Construction Management Plan(s) the Contractor's Construction Schedule, shy drawings, submittals, _meeting minutes or other Contractor's services deliverables or activities,• nor the exercising of qny of the rights and authori granted the Owner or Architect in the Contract Documents shall in any way reduce, diminish, or otherwise affect the Contractor's responsibilities, duties and accountability to the Owner for without limitation the construction means methods techniques, sequences, procedures or for safetyyprecautions, and the provision of the Work per the requirements of the Contract Documents. § 2.6.3 The Owner reserves the right to have the Contractor_ and/or subcontractors remove Verson(s) and/or personnel from an and all work on the Project for cause but without cost to the Owner. Such requests from the Owner will be made in writing and may be done directly or indirectly through the Architect/Engineer or on-site representative. "Cause" may include but is not limited to any of the following: incompetence, poor workmanship, poor scheduling abilities poor coordination, disruptive to the project, the facility or others, poor management, cause delay or delays, will not strictly adhere to facility procedures and project_ requirements either willfully or unknowingly, insubordination drug/alcohol usepossession of contraband belligerent acts or actions. The Contractor shall provide replacement person(s) and/or personnel acce table to the Owner at no cost to the Owner. ARTICLE 3 CONTRACTOR § 3.1 General § 3.1.1 The Contractor is the person or entity identified as such in the Contract or Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall be lawfully licensed, if required in AIA Document A2010-2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The Init. American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "ALA Contract documents" are 17 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 FT on 07/25/2021 under Order Ne.0332372484 which expires on 07/25/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-8309-35338032BOB7 the jurisdiction where the Project is leeated. located Denton County Texas. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract. The term "Contractor" means the Contractor or the Contractor's authorized representative. The terms "Contractor" and "Construction Manager" shall be used interchangeably to have the same meaning as defined in this Section 3 1 1 § 3.12 The Contractor shall perform the Work in accordance with the Contract Documents. § 3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed, and correlated personal observations with requirements of the Contract Documents. Prior to execution of the Agreement, the Contractor and each Subcontractor have evaluated and satisfied themselves as to the conditions and limitations under which the Work is to be performed, including, without limitation Q the location condition la out and nature of the Project site and surrounding areas and generally prevailing climatic conditions;(ii) anticipated labor supply and costs; (iii) availability and cost of materials tools and equipment, and iv other similar issues. The Owner and Architect assume no responsibility or liability for the physical condition or safety of the Project site, or any, improvements located on the Project site. Except as set forth in Section 10.3, the Contractor, shall be solely responsible for providing a safe „place for the 12erformance of the Work. The Owner and Architect shall not be required to make qny adjustment in either the Contract Sum or the Contract Time in connection with any failure by the Contractor or any Subcontractor to have complied with the requirements of this Section 3.2.1. § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.3.4, shall take field measurements of and verify any existing conditions related to that portion of the Work, and shall observe and verify the impact of any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. If the Contractor performs any construction activity knowing it involves a recognized error, inconsistency or omission in the Contract Documents without such notice to the Architect the Contractor shall assume gppropriate responsibilitr for such performance and shall bear an appropriate amount of the attributable costs for correction per Section 12.2. It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. § 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2,3, the Contractor shall submit Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner, subject to Section 15.1.7, as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public aia authorities unless such error, inconsistency or omission could be ascertained from a careful study of the Contract Documents in its capacity as a contractor and not as a design professional. Inst AIA Document A2016-2017. Copyright Q 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. Ali rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, 'A201," and 'AiA Contract Documents' are 8 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order 1 No.0332372484 which expires on 07125/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 882854F4-7CC0-44EA-B3C9-353380326087 § 3.3 Supervision and Construction Procedures § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work = C,.,,4aet ,-,ae?& en4s give pccixxc=arSrraccxvrxs v2an@miiig 6P1t3fitpaC-tifin means, ;Rflthad5, ", the GeEE�raete e > safe, sequenees- give timely iietiee to the.e ;:d shall pr-epew o >sequenees, e mems,etform the its a4efflative > . in accordance with the Contract Documents. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. 4 3.3.4 The Contractor shall carefully check its own work and that of Subcontractors as the Work is being performed. & 3.3.5 During the finishing stages of the project, the Contractor shall make frequent inspections of the Work, with the applicable Subcontractor(s) involved, if any, with seven (7) days advance notice to the Architect, and the Contractor shall identify incorrect and faulty Work. & 3.3.6 The Contractor shall ensure that incorrect or faulty Work is corrected immediately_. 3.3.7 The Contractor shall not be relieved of obligations to erform the Work in accordance with the Contract Documents either by activities or duties of the Architect in their administration of the Contract, or by tests, inspections ora rovals required or performed by persons other than the Contractor. § 3.4 Labor and Materials § 3,4,1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 €yep The Contractor is encouraged to consider pro ducts and systems that improve the project and retain the character of the products specified, but do not alter the intent of the project. However, except in the case of minor changes in the Work appr-e-,,�ed-authorized by the Architect in accordance with Seetion 3, P.8 of ordered by A fehitee4 i n,.oe ,chane with Seel o Sections 3.12.8 or 7.4, the Contractor may make substitutions only by a formal request for substitution of products in place of those specified with the consent of the Owner, after evaluation by the Architect a -a in aeeer-&Ree-vA�h-in accordance with the conditions set forth below and elsewhere in the Contract Documents, and a Change Order or Construction Change Directive. The Contractor must submit to the Architect and the Owner, for each proposed substitution: .1 A full explanation of the proposed substitution and submittal of all supporting data, including technical information, catalog "cut sheets", warranties, test results, installation instructions operating procedures, and other like information necessary for a complete evaluation of the substitution; .2 A written explanation of the reasons the substitution is advantageous and necessa including the benefits to the Owner and the Work in the event the substitution is acceptable; .3 The adjustment, if any, in the Contract Sum, in the event the substitution is acceptable; !nit. AIA DocumentA201®-2017. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. Ali rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 19 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order 1 No.0332372484 which expires on 07125/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 882854F4-7CCO-44EA-B3C9-35338032BOB7 .4 The adjustment if !my, in the time of completion of the Contract and the Contractor's Construction Schedule in the event the substitution is acceptable, .5 An affidavit stating that (1) the proposed substitution conforms to and meets all the requirements of the pertinent Specifications and the requirements shown on the Drawings, and (2) the Contractor accepts the wanAn and correction obligations in connection with the proposed substitution as if originally s ecified b the Architect; .6 Proposals for substitutions shall be submitted electronically to the Architect and the Owner's other consultants, if any, in sufficient time to allow no less than ten (10) business days for their respective reviews; .7 No substitutions will be considered or allowed without the Contractor's submittal of complete substantiating data and information as stated herein; and .8 Substitutions and alternates may be rejected without explanation and will be considered only under one or more of the following conditions: 1 the proposal is required for corn liance with interpretation of code requirements or insurance regulations then existing; (2) Vocified products are unavailable through no fault of the Contractor; (3) subsequent information discloses the inability of specified products to perform properly or to fit in the designated space; (4) the manufacturer/fabricator refuses to certify or guarantee the performance of the specified product as required; and (5) when, in the judgment of the Owner or the Architect, a substitution would be substantial!y in the Owner's best interests in terms of cost time or other considerations; and .9_ Whether or not any proposed substitution is accepted by the Owner, the Owner's other consultants if any (if an)), or the Architect, the Contractor shall reimburse the Owner for any fees charged by the Architect, and the Owner's other consultants for evaluating each oroposed substitute. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. Smoking_ and chewing of tobacco products is prohibited in enclosed new construction. No glass bottles shall be brought on the construction site or Owner's propertyb,any construction personnel. § 3.4.4 All work under this Agreement shall be performed in a skillful and workmanlike manner in accordance with the highest industry standards. 3.4.5 The Contractor shall only em to or use labor in connection with the Work ca able of working harmonious! with all trades, crafts, and any other individuals associated with the Project. The Contractor shall also use best efforts to minimize the likelihood of any strike, work stoppage, or other labor disturbance. .1 If the Work is to be performed by trade unions, the Contractor shall make all necessary arrangements to reconcile without dclqy, damage, or cost to the Owner and without recourse to the Architect or the Owner, any conflict between the Contract Documents and anyagieements or regulations of any_kind at any time in force among members or councils that regulate or distinguish the activities that shall not be included in the work of any -particular trade; and .2 In case the progress of the Work is affected by any undue delay in furnishing or installing any items or materials or equipment required under the Contract Documents because of such conflict involving, any such labor agreement or regulation, the Owner may require that other material or equipment of equal kind and quality be provided pursuant to a Change Order or Construction Change Directive. § 3.5 Warranty § 3.3.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to -with the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or [nit. AIA Document A201®-2017. Copyright p 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 2O registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order 1 No,0332372484 which expires on 07!2512022, is not for resale, is licensed for one time use only, and may only be used in accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, a -mail copyHght@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCo-44EA-B3C9-35338032BOB7 equipment not conforming to these requirements may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. THE CONTRACTOR SHALL DEFEND AND HOLD THE OWNER HARMLESS AGAINST ANY CLAIM DEMAND LOSS OR DAMAGE BY ANY BREACH OF THIS WARRANTY AND CONTRACTOR ACKNOWLEDGES IT SHALL NOT LIMIT SUCH WARRANTY BY THE PROVISIONS OF SECTION 12.2. § 3.5.2 All material, equipment, or other special warranties required by the Contract Documents shall be issued in the name of the . Owner and shall commence in accordance with Section 9.8.4. S 3.5.3 When written warranties are specified, the document shall include the following information: Name and address of Proiect and Owner; Article, materials, or systems covered, Name and address of Installer; Name and address of Contractor, and Siggature of individual authorized to sign contracts for the company issuing the warranty. § 3.5.4 The following minimum warranty terms shall be incorporated: .1 Duration shall be one vear or as otherwise specified, dated from the Date of Substantial Complctiow .2 The article, material or system is free from defective materials and workmanship; .3 Costs of re air or replacement shall not accrue to the Owner, including, without limitation repair or replacement of other work disturbed by, or because of, repair or replacement; and .4 The warranty period of one year, or as otherwise specified, shall recommence upon the identification and completion by Contractor and acceptance by Owner of any warranty claim du_rini7 the initial one-year (1) warranty period. 3,5.5 Warranties which are provided by a manufacturer for its product shall be received by the Contractor, filled out and filed with the manufacturer or other appropriate entity in coordination with the Owner. Certificates or registration stubs shall be included with the record documents submitted for the Owner upon corn letion of the Work. The Owner shall administrate manufacturer's warranties/guarantees after expiration of the Contractor's warranty, § 3.5.6 Temporary or trial usage by the Owner of any mechanical device, machinery, apparatus, equipment, or any_ work or material su lied under the Contract Documents before final corn letion and written acceptance by the Architect and Owner shall not be construed as evidence of the Architect's or the Owner's _acceptance of same, or the commencement of any warranty periods. 3.5.7 The Owner has the vrivilee of such temporary or trial usage, for such reasonable time as the Owner, or the Architect deem proper. The Contractor shall make no claims for damage or injury to or breaking of gny parts of such work which may be caused by weakness or insufficiency of structural parts, or by defective materials or workmanship. § 3,5.8 The Contractor may, without cost to the Owner, make such trial use. However, trials shall only be conducted with the Architect's prior a roval and under its observation as may be required by either of them. E ui ment and/or materials shall be replaced or returned to "as new" condition prior to acceptance by the Owner. § 3.5.9 The Contractor agrees to assign to the Owner at the time of final completion of the Work any and all manufacturer's warranties relating to materials and labor used in the Work and further agrees to Perforni the Work in such manner so as to preserve any and all such manufacturer's warranties. Inst. AIA Document A2010-2017. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "RIA," the AIA Logo, "A201," and "AIA Contract Documents" are 21 registered trademarks and may rat be used without permission, This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order 1 No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, a -mail copyright@aie.org, User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 3.5.10 If necess as a matter of law, the Contractor may retain the right to enforce direct!y any such manufacturers' warranties during the one (1) year period following the date of Substantial Comuletion described in Section 12.2.2. § 3.6 Taxes The Contractor s shall, to the extent not exempted under Section 13.11..11 herein, pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. In no event shall the Owner pay the Contractor for taxes that were not properly due or for which the Owner is exempt from pang under Texas law. § 3.7 Permits, Fees, Notices and Compliance with Laws § 3.7.1 Unless otherwise provided in the Contract Documents, the Eentmelef-Owner shall secure and pay for the building peffn4 ar, wellpermit. The Owner shall also pay for anpplicable gas, water, sewer and electrical service application fees, assessments against the property, including property tax, developmental excise and similar taxes,• sewer, water, and related utility to fees; and sewer plant im rovement fees unless exempted under Texas law. The Contractor shall secure and Ray for all other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, regardless of whether such work is in accordance with Contract Documents, and without notice to the Architect that the Contract Documents are at variance with applicable laws, ordinances, rules, or regulations, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. Codes and ordinances shall take full and complete precedence over anything contained in the Drawings, Specifications, or other Contract Documents, except where the Contract Documents call for Work or materials of higher standards than those required by codes or ordinances, in which case the Contract Documents shall govern. Nothing contained in the Contract Documents shall be construed as authoft for the Contractor to violate anv applicable codes or ordinances in effect at the site. § VA Concealed or Unknown Conditions If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 44 -seven 7 days after first observance of the conditions. The Architect will promptly investigate such conditions and, 4 Rho a st aefv...,.,:., if in the Architect's opinion. they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend that an equitable adjustment be made in the Contract Sum or Contract Time, or both. If, in the Architect's opinion the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner and Contractor, stating the reasons. If either party disputes the Architect's recommendation, that party may submit a Claim as provided in Article 15. 3.7.4.1 In no event shall gny adiustment in the Contract Sum or Contract Time be made for conditions which should have been known to the Contractor or would have been noticed by a Contractor of similar size and experience pursuant to its on-site ins ection if such issues were visual!y observable or disclosed on the Contract Documents; by way of or conditions referenced in any other inspections or tests concerning the site which have been made available to the Contractor or have been performed by the Contractor or its Subcontractors: are part of the Contract Documents: or are part of the materials provided by the Contractor to be used in constructing the improvements. § 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the Init. AIA Document A20111-2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1986, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 2 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order >< No.0332372484 which expires on 07/2512022. is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-353380326067 operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. S 3.7.6 The Contractor shall comply with all applicable laws, statutes, rules, codes, orders, regulations, and ordinances, including~ but not limited to all immigration, environmental and safety laws, statutes, rules, codes, orders and regulations. 1 The Contractor shall also maintain at all times during; the term of the this Agreement (and for the time otherwise re uired by law) all records required by the United States Citizenship and Immi ation Services ("USCIS"), including without limitation, the completion and maintenance of the Form 1-9 for each of Contractor's em to ees and shall res and at all times during the tern of this Agreement in a timely fashion to any inspection request related to such 1-9 forms by the Contractor, Owner or governmental _agency or authori 2 Furthermore, during the term of this Agreement, and for the time otherwise required by law, Contractor shall cause its officers directors managers, agents, and em to ees to cooperate fully in all res ects with an audit, inquiry, inspection or investigation that may be conducted by USCIS of the Contractor or any of its em la ees or subcontractors-, 3 The Contractor shall immediately, and in any event within two (2) hours of Contractor's first notice of an event described in this Section 3.7.6 notify the Owner in writing and by in-person voice communications (not voicemail) of any unscheduled inspections, raids, investigations, inquiries, visits, or audits conducted by the USCIS OSHA or any other governmental agency or authority related to environmental immigration, or employee safety issues of the Contractor, its agents, employees, its Architect, Subcontractors, or_ Sub -subcontractors; 4 The Contractor shall on a monthly basis during the term of this Agreement, conduct an audit of the 1-9 forms for its em la Lees and shall pLomptlycorrect an defects or deficiencies that are identified as a result of such audit; 5 The Owner may, at its sole discretion, terminate this Agreement immediately if, at any time during the term of this A eement the Contractor violates or is in breach of any provision of this Section 3.7.6 or the USCIS determines that Contractor has not complied with any of the immigration laws statutes rules codes or regulations of the United States or any applicable state laws or regulations, or any applicable local ordinances including without limitation, the Immigration Reform and Control Act of 1986, as amended, and the Illegal Immigration Reform and Immigration Responsibility Act of 1996, as amended, and any successor statutes thereto; .6 If an cm to ee of the Contractor or if the Contractor is later determined to not have valid I-9 information then that employee shall be removed and barred from the Project site at the Contractor's expense; and .7 PURSUANT TO SECTION 3.18.1 THE CONTRACTOR SHALL HOLD THE INDEMNITEES HARMLESS FOR FAILURE OF SUBCONTRACTORS SUB -SUBCONTRACTORS OR MATERLAL SUPPLIERS TO FOLLOW THE REQUIREMENTS SET FORTH IN THIS SECTION 3.7.6. This Section 3.7.6.7 does not brant a right nor mandate a requirement to audit Subcontractors, Sub -subcontractors or material su liers for compliance with Section 3.7.6.7 to Contractor or Owner due to the ongoing level of effort and resources required to do so. § 3,8 Allowances § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents, .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; Inst. AIA Document A201111-2017. Copyright©1911, 1915, 1918, 1925, 1937, 1951, 1956, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 23 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07125/2021 under Order ! No,0332372484 which expires on 07I2512022r is not for resale, is licensed for ane -time use only, and may only be used in accordance with the AIA Contract Documentse Terms of Service, To report copyright violations, e-mail copyright@ais.org, User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 .2 Contractor'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 3.8.2.1 and (2) changes in Contractor's costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 3.9 Superintendent § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the txWar�Work including, but not limited to, weekends, evenings and nights, or as otherwise reasonably and mutually agreed in writing with the Owner, until all punch list items have been completed to the satisfaction of the Architect. No subcontractor shall perform work on the site without the presence of the Superintendent or Assistant Superintendent. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. § 3.9,2 The Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the name and qualifications of a proposed superintendent. Within 14 days of receipt of the information, the Owner or the the Architect may notify the Contractor, stating whether the Owner or the Architect (1) has reasonable objection to the proposed superintendent or (2) requires additional time for review. Failure of the Architect to provide notice within the 14 -day period shall constitute notice of no reasonable objection. § 3.9,3 All of the Contractor's proposed on-site personnel must be approved bv the Architect and Owner. The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. Substitution or other significant personnel changes which may affect the Contractor's on-site personnel must be preceded by written notification of the Architect and Owner no less than seven 7 business da s before the antici ated event. Such proposed changes must be approved by the Architect and Owner. The Contractor shall designate a second person in charge in writing in the event the Superintendent is temporarily absent due to illness, vacation, or any other cause(s). § 3.10 Contractor's Construction and Submittal Schedules § 3.10.1 The. C.GR#aGtGr-, pr-emv4y after- b@i:H9 wffafdcd the Cank;aet, shall submit fef the 03A%ef's and Ar-ehiteet's -Pfejeet, inelading (1) the date of eammeneeMent of 413Leric inter:,., sehedWe Fa lestene dates, and the date e Substantial Completion; complegen ef eaeh pei4iea ef the WofkThe sehe"le shall pr-evide for- the orderly progression of the WeA to § 3.10.1.1 Where the Contract is based on a Stipulated Sum, the Contractor, immediately after being awarded the Work, and before execution of the Agreement, shall meet at a Preconstruction Conference with the Owner for the purpose of reviewing the Contractor's proposed Construction Management Plan; assisting the Owner with further developing the Master Project Schedule; and integrating the Work of the Contractor into that of the Owner and all Separate Contractors, if any. 4 3.10.1.2 Where the Contract is based on Cost of the Work with a Guaranteed Maximum Price the Preconstruction Conference to review the Contractor's proposed Construction Management Plan shall take place when mutually agreed between the Contractor and Owner, but in no event later than forty-five (45) days prior to the date of commencement or Notice to Proceed with construction, whichever is earlier, 3.10.1.3 The Contractor's initial Construction Management Plan presented at the Preconstruction Conference shall include, without limitation, the Contractor's proposed, completed deliverables for those components specified in the Contract Documents. The Construction Management Plan and its components shall be provided and presented by the Contractor to the Owner and Architect in a clear, concise format to allow their effective and expedient review. All Init. AIA Document A2010 — 2017. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and `AIA Contract Documents" are 24 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order 1 No.0332372484 which expires on 07/25/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User litotes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC044EA-B3C9-35338032BOB7 elements of the Construction Management Plan will be to the most current national standards of the industry for a praiect of similar size and complexity; the Quality Management, Commissioning and Turnover Plan will conform, at a minimum and without linitatio—to the requirements of Sections 3.2, 3.3, 3.4 and 13.5. 3.10.1.4 The Owner, after consultation with the Architect shall provide comments to Contractor on the Construction Management Plan proposed by Contractor no more than fifteen 15 days after the Preconstruction Conference and the Contractor shall revise and resubmit the Construction Management Plan within seven (7) days of receiving comments. As thea royal of the Construction Management Plan is required to proceed with the Work subse uent review(s) and revision(s), if required shall be prompt and thorough. The final Construction Management Plan and its components shall be subject to the approval of the Owner, which approval shall be a requirement precedent to the Contractor's mobilization on site to begin the Work. § 3.10.1.5 The Owner's review, comment and approval and Architect's review of the Contractor's Construction Management Plan is for general content in limited areas of specific interest or concem to the Owner and Architect. Such review, comment and a royal are not an endorsement of the Contractor's means and methods nor suitabilityor effectiveness of the Contractor's Construction Management Plan, for which the Contractor is solely responsible. Such review, comment or approval by the Owner and review by the Architect does not in any way diminish, reduce or relieve the Contractor of appy duties responsibilities or requirements to Verfonn created under this A eement. 3.10.1.6 As a key component of the Construction Management Plan the Contractor's Project Schedule will include but is not limited to, work activities required by each section of the specifications as listed in the Contract Documents to complete the Contract. The duration, sequence, cost for each work activity broken down into separate amounts for labor and material, and dependency of the work activity on other work activities will be generated by the Contractor, and will also conform to the standards in this Section 3.10 and elsewhere in the Contract Document, if any. 3.10.1.7 The Contractor's Project Schedule must include all the following, .1 Use precedence format, critical path method scheduling without the e use of artificial activity constraints or "negative float"; ,2 Use software, techniques and methods„ satisfactory to the Owner-, .3 Provide an electronic and graphic representation of all activities and events that will occur during performance of the Work; .4 Identify each subproject, to include, without limitation preconstruction, construction, commissioning_, turnover of the Work, and Owner's occupancy, .5 Set forth dates that are critical in ensuring the timely and orderly completion of the Work in accordance with the re uirements of the Contract Documents hereinafter referred to as "Contractual Milestone Dates" 6 U on review by the Architect and written review and acceptance by the Owner of the Contractual Milestone Dates, the Contractor's Project Schedule shall be deemed part of the Contract Documents and attached to the Agreement as a new Exhibit through issuance of a Change Order for the purpose by the Architect; and signing of such Change Order by the Contractor, Architect, and Owner, in that order; .7 If not acce ted the Contractor's Project Schedule shall be pr=fly revised by the Contractor in accordance with the recommendations of the Owner and resubmitted for acceptance; .8 Submission of an updated Contractor's Project Schedule with each Application for Payment shall be a mandatoa condition precedent to the pUment by the Owner to the Contractor pursuant to an Application for Payment and the Owner shall not be obligated to make payment if the Contractor fails to include an updated Contractor's Project Schedule reflecting the then -current conditions on the Project and the anticipated progress of Work based on those conditions; and .9 All requests for change orders, modifications or additional compensation from the Contractor affecting the Contract Time or Contract Sum shall include a detailed schedule with both data and eranhics showing the Init. AIA Document A20111-2017. Copyright@ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved, The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 25 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order I N0.0332372484 which expires on 07/25/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract DocumentsO Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: SB2854F4-7CCO-44EA-B3C9-35338032BOB7 specific effect of the changed, modified or differing condition(s) on the critical path_ of the Contractor's Project Schedule. 3.10.1.8 The Contractor, prior to preparing the Construction Management Plan and attending the Preeonstruction Conference, will have reviewed the sequences, durations, sequencing and dependencies of activities, material deliveries. The Owner ma require the Contractor to show se arate work activities and Contractual Milestones for as examples only and without limitation: Substructure Completion; Superstructure Completion; Building Exterior Skin Com letion• Interior Finishes Com letion• Owner's Beneficial QcgMancy, and other similar dates the Owner, at its sole discretion deems important to the Project. 4 3.10.1.9 In the event the Contractor does not timely provide the Contractor's Construction Management Plan with an acceptable Contractor's Project Schedule containing such elements, information, and processes in a form and with a level of detail acce table to the Architect and the Owner, the Owner may,at the Owner's discretion unilateral! generate the target Contractor's Project Schedule at the Contractor's expense, and impose such schedule, sequences logic and/or durations on the Contractor as it deems necessary to complete the Work, or the Owner may declare the Contractor in breach of contract. Whether or not the Owner decides to implement this option, all other contractual provisions relating to breach of contract will continue to be in full force and apply without modification. The Owner m4y deduct from the Contractor's Application(s) for Pa ent the amount paid by the Owner for generating the Contractor's Project Schedule. 3.10.1.10 Upon completion of the Master Project Schedule, and signed acceptance by the Owner and all Separate Contractors, the Master Project Schedule shall supersede previously submitted schedules. Each updated Master Project Schedule shall supersede previous updates, § 3.10.2 The Contractor shall, at the Preconstruction Conference and as a sub -s stem of its Contractor's Proiect Schedule re are an easily isolated sorted and separately viewed submittal schedule, and thereafter update it as necessary to maintain a current submittal schedule, and shall submit r subw Nal schedule such schedules for the Architect's approval. The Architect's approval shall not be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's ^..nsti,,e fien sehe ince Construction ,Schedule, and (2) allow the Architect reasonable time to review submittals. If the Contractor fails to submit ^ submittal sehed le ~ fails to pr-ov de subR i#alls-ina„ea"'"""e w4h -4hthe an approvable submittal schedule thirty (30) days prior to the date established for commencement of the Work the Contractor shall not mobilize on site or be entitled to any increase in Contract Sum or extension of Contract Time based on the timer-equifed for rev ew ef-s��thc delay of the Work or time required for review of submittals during the prosecution of the Work. § 3.10.3 The Contractor shall perform the Work in general accordance with the most recent sehe"Ies submi#ed to the r,vener and A rehkeet Contractor's Project Schedule submitted to the Owner and Architect and incorporated into the approved Master Project Schedule. § 3.10.4 The Owner together with the Contractor, will monitor the Master Project t Schedule, and incorporate the Contractor's updates to its portions of this overall schedule. As all Separate Contractors are also obligated to follow the Master Proiect Schedule and their resj2ective schedules therein they will be re uired to active!y cooperate and participate in the preparation and updating of their portion of this schedule, as well as updating the overall Master Project Schedule by the Owner. The Contractor will be kept updated on all significant Master Proiect Schedule changes materially affecting the Contractor's Project Schedule. 3.10.5 The Contractor will produce a Short Interval Schedule containing activities for not less than one 1previous week and the next three 3 weeks and which focuses on the mai or week!y work activities of each subsystem. At each weekly meeting this Short Interval Schedule will be reviewed by the Contractor with all affected Subcontractors and the Owner. § 3.10.6 In the event of substantial delay, if excusable under the Contract, for which extension of the Contract Time has or will be granted, the Owner will review and marequire revision by the approprjate.contractor(s) of affected component of the Master Project Schedule as required by the specific applicable situation(s), and with the cooperation of the Separate Contractors on the Project. Init. AIA Document A201e— 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 26 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order I No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 $ 3.10.7 The Contractor shall, at -mutually -meed intervals, submit to the Owner and Architect a pro=ss report stating, without limitation, labor forces mobilized and working on site; areas worked in or on; percent complete of current work activities; any potential schedule or coordination roblems• material deliveries received; site visitors,• and other information as required by the Owner. § 3.10.8 The Contractor shall monitor the progress of the Work for conformance with the requirements of the Contractor's Project Schedule and shall promptly advise the Owner of andelys or potential delays. The accepted Contractor's Proiect Schedule shall be updated to reflect actual conditions as frequently as mutually agreed by the Contractor and Owner; but in no event less frequently than with each Application for Payment; and at other times as may be reasonably requested by the Owner or Architect. In the event qU rogress report or schedule update indicates any actual or potential delays, the Contractor shall, using both the most currently approved Contractor's Project Schedule as a baseline for comparison, and a written narrative, propose an affirmative plan to correct the delay (hereinafter referred to as the "Proposed Recovery Schedule") which must include the following: .1 The Proposed Recovery Schedule will show the results of working additional shift or days, adding additional labor, and any of the other actions specified in Section 8.4, if necessary, all as described in the accompanying narrative; .2 The Proposed Recovery Schedule will be reviewed by the Owner, and the Contractor will promptly and diligently make all adjustments to the Proposed Recovery_ Schedule reasonably requested as a result of such review; .3 The Proposed Recovery Schedule shall become the most current, approved Contractor's Proiect Schedule upon its approval by the Owner, issuance of a Change Order for the purpose by the Architect; and signing of such Change Order by the Contractor, Architect, and Owner, in that order; and .4 In no event shall any progress report, schedule update or Proposed Recovery Schedule constitute an adjustment in the Contract Time, any Contractual Milestone Date, or the Contract Sum unless any such adjustment is agreed to by the Owner and authorized pursuant to Change Order. 6 3,10,9 In the event either the Owner or Architect determine that the performance of the Work, as of a Contractual Milestone Date, has not progressed or reached the level of completion required by the Contract Documents, the Owner shall have the right to order the Contractor to tame corrective measures necessary to expedite the progress of construction, including, without limitation those further specified in Section 8.4. § 3.10.10 The Owner may exercise the rights furnished the Owner under or pursuant to this Section 3.14 and Section 8.4 as frequently as the Owner deems necessary to ensure that the Contractor's performance of the Work will comRlly with any Contractual Milestone Date or completion date set forth in the Contract Documents. § 3.10.11 The Owner shall have the right to direct a postponement or rescheduling of any date or time for the performance of any part of the Work that may interfere with the operation of any part of the Owner's organization or any stakeholders or invitees thereof. The Contractor shall, upon the Owner's or Architect's request, reschedule such portion of the Work during hours when the interference to the Owner's organization, or any stakeholders or invitees thereof, will be minimized or eliminated. Agy postponement, rescheduling, or performance of the Work under this Section 3.10.11 maybe grounds for an extension of the Contract Time, if permitted under Section 8.3.1; and an equitable adjustment in the Contract Sum if the performance of the Work was properly scheduled by the Contractor in compliance with the requirements of the Contract Documents; and to the extent such rescheduling or postponement is required for the convenience of the Owner. § 3.11 Documents and Samples at the Site The Contractor shall make available, to the Owner, Architect or their designees, at the Project site, the Contract Documents, including Change Orders, Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be in electronic form or paper eep3 , aha the "_ebiteet and Owner, aff"opy and delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. The Contractor shall make available to the Owner or Architect for inspection and copying the record copy of the drawings, specifications, addenda, Change Orders and other Init. AIA Document A201®— 2017, Copyright(D 1911, 1915, 1918, 1925, 1937, 1951, 195$, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 27 registered trademarks and may not he used without permission. This document was produced by AIA software at 13:20:20 ET on 07/2512021 under Order ! No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documentst Terms of Service. To report copyright violations, e-mail copy(ight@aia.org. User Nates: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 Modifications, including all such documents maintained by the Contractor in electronic format, upon reasonable request of the Owner or Architect and, in any event, within twenty-four (24) hours of receipt by Contractor of a request from Owner or Architect for such review and/or copying, The Owner or Architect may request the record copy of the As -Built Documents, specifications, addenda, Change Orders and other modifications of the Work to be updated before Substantial Complction to reflect the most current condition of the Project, as additional Cost of the Work paid as a Change Order at the Owner's expense. The Owner or Architect may require the Contractor to furnish the As -Built Documents in electronic format and may make copies of them prior to completion of the Work at the Owner's expense. § 3.11.1 The Contractor shall provide final electronic files and one "hard" copy of the Drawings and Specifications to the Owner updated to reflect the final condition of the Project with the final Application for Payment as a condition precedent to final payment. § 3,12 Shop Drawings, Product Data and Samples § 3,12.1 Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples that illustrate materials, equipment, or workmanship, and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2.7, Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve, and submit to the Architect, Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents, after Contractor has verified the information contained within said submittals is in accordance with representations required by Section 3.12.6 and in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of Separate Contractors. § 3.12.6 By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Peeuffients-Documents and (4) verified the information contained within said submittals is in accordance with all applicable Federal, state and local codes or ordinances in effect at the site. _ . § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples, or similar submittals, until the respective submittal has been approved by the Architect. Should the Contractor Subcontractors or Sub -subcontractors install, construct, erect or perform gnry portion of the Work without approval of any requisite submittal, the Contractor shall bear the costs, responsibility, and delay for removal, replacement, and/or correction of any and all items, material, and /or labor. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from the requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples, or similar submittals, unless the Contractor has specifically notified the Architect of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the Init. AIA Document A201"-2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 28 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 0712512021 under Order 1 No.0332372484 which expires on 07/2512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals, by the Architect's approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such notice, the Architect's approval of a resubmission shall not apply to such revisions. S 3.12.9.1 Copies of all aproved Shop Drawings, Product Data, Samples and similar submittals shalt be preserved in an orderly manner and delivered by the Contractor to the Owner upon Final Completion. § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences, and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. § 3.12.10.1 If professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of the f`e t....,.t,,r b the GefAfaet ri,.,.,,men4s, the Contractor, the Owner and the Architect will specify all performance and design criteria that such services must satisfy in the Contract Documents. The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents, The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings, and other submittals prepared by such ^-h- professional who shall comply with reasonable requirements of the Owner regarding qualifications and insurance. Shop Drawings, and other submittals related to the Work, designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor the performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. § 3.12.10.2 If the Contract Documents require the Contractor's design professional to certify that the Work has been performed in accordance with the design criteria, the Contractor shall furnish such certifications to the Owner and the Architect at the time and in the form specified by the Architect. § 3.13 Use of Site, Delivery and Storage The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. 3.13.1 The Contractor shall coordinate the Contractor's operations with and secure the qpproval of the Owner before using any pottion of the site. § 3.13.2 The Contractor shall take reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damage, iniga or loss to all persons at the Project site; alt.propgM at the Project site; and all persons or property adjacent thereto, which includes, but is not limited to, the all the following duties and acknowledgements: .1 The Contractor acknowledges the Project site comprises and/or may be adjacent to existing structures and that these site areas may be occupied during the performance of some portions of this Contract; Init. AIA Document A20111-2017. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 29 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/2512021 under Order 1 No.0332372484 which expires on 07/25/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope 0: 8B2854F4-7CCO-44EA-83C9-35338032BOB7 .2 The Work shall be performed, to the fullest extent reasonably possible, in such a manner that public areas adjacent to the site of the Work shall be free from all debris buildina materials and equipmentlikely to cause interference with adjacent stakeholders or create hazardous conditions, .3 The Contractor shall be responsible for the mitigation and/or abatement of all noise, dust, fumes, traffic or other by-product of construction activity that, in the opinion of the Owner or the Architect, have an adverse affect on the quatLty of life orpr2ductivity for Pro ect stakeholders the Owner's current o erations or the Owner's employees. Such mitigation and/or abatement shall be performed in manner and with a result completely and wholly acceptable to the Owner and Architect; .4 The Contractor shall control its personnel and the Subcontractors on site, especially regarding the use of alcohol or profanity_,_ dressing in an inappropriate manner, parking in an inappropriate place, or other activities deemed to be inappropriate, to the satisfaction of the Owner and Architect. Repeat offenses will cause the Owner or Architect to require, through the Contractor, the temporary or permanent removal of the offending individuals Subcontractors or Sub -subcontractors from the site-, .5 The Contractor shall at a minimum secure the site by erecting and maintaining a 6'-6" chain link fence around the perimeter of the construction site. This fence shall remain intact until such time the site becomes secure in the opinion of the Contractor, as a result of construction progress (by way of example and without limitation, completion of site grading and backfill, installation of doors and windows, etc.); .6 The Contractor shall famish and maintain sufficient sanitary facilities for its own forces and those of an Subcontractor or Sub -subcontractor. The facilities of any existing nearby buildings will not be available for construction use, and .7 The Contractor is advised that the project site area is subject to, among other inclement weather, unpredictable and high winds. When all or a portion of the Work is suspended for any reason, the Contractor shall securely fasten down all coverings and stored materials on site and fully protect the Work, as necessary, from injM or damage by gny cause and to prevent nossible damage caused by flying materials and debris. 3.13.3 The Contractor shall ensure that the Work at all times is performed in a manner that affords reasonable access both vehicular and pedestrian, to the site of the Work and all adjacent areas which includes but is not limited to, all of the followingduties: .1 The access to the site shall be maintained in compliance with all local, state, and Federal code and life sqfM requirements for ingress by first responders and other similar emergency requirements; .2 The Contractor shall inform the Owner, Architect and any officials referenced in Section 3.13.5 in writing a minimum of jh M (30) calendar days prior to any disruption of access, specifically andarg phically showing the nature of the disruption, as well as the hours it will be disrupted. Such disruption will be subject to Owner's and Architect's approval, such approval not to be unreasonably withheld, .3 The Owner shall be responsible for snow removal to the limits of the construction site only so far that the Contractor will have access to the entrance to the construction area-, and A Snow removal within the limits of work and/or for the purpose of performing and protecting work by individual contractors is the duty of the Contractor. § 3.13.4 During the performance of the Work, the Contractor, its Subcontractors, Sub -subcontractors, suppliers and their employees agree they shall: .1 Use such entrances to the construction site that may be desi agn ted by the Owner; .2 Perform the Work at such times of the day and days of the week as may be designated by the Owner; and .3 Acce t that these entrances and times may be reviewed and chaned from time to time by the Owner. Init. AIA Document A2018-2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,` the AIA logo, "A201," and "RIA Contract Documents" are 3� registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/2512021 under Order 1 No.0332372484 which expires an 07/2512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 3.13.5 The Contractor shall notify all public utili , companies a minimum of two (2) business days prior to the commencement of an work by it or its Subcontractors in the vicinity of the utilities. No work shall commence until the utilities have been located and staked by the utility company or written consent from the Owner_ toproceed has been given to the Contractor. If the utility service must be interrupted, the Contractor shall, at Contractor's sole cost and ex ease notify the head of the Iocal administrative services way of exam le only, and without limitation the city manager, the manor, the city or county clerk, etc. as applicable) and the utility users affected by the interruption. Such notice shall consist of direct written communication, publication in a local newspaper, and/or announcement on local radio or television stations whichever is most reasonably calculated to give the most effective notice to such utility users. § 3.13.6 The Contractor shall exercise due diligence in seeing that all equipment, material, and supplies are delivered in advance of the time Lhey are needed on the ' ob and shall roerl store and rotect same at the Contractor's ex ense. 3.13.7 Notwithstanding any other provision herein the Contractor shall take all necessM measures to store materials on site for which VMgnent has been requested by the Contractor or been made by the Owner so that they shall not deteriorate be damaged or be stolen, which includes, but is not limited to, all the following: ,1 Only materials and equipment that are to be used directly in the Work shall be brought to and stored on the Project site by the Contractor; .2 Protection of construction materials and equipment stored at the Project site from fire, weather, burglary, pilferage, vandalism and mischief, damage, and all other adversity,• and the care and protection of materials and Work installed in the building is solely the responsibility of the Contractor; .3 The Contractor shall bear sole responsibility for the restoration of damaged Work and replacement of damaged or stolen materials at no additional cost to the Owner; and .4 After a ui ment is no longer required for the Work it shall be prompfly removed from the Project site. 3.13.8 The Contractor shall not deliver any materials to the site which are not to be installed by same Contractor without fifteen (IS) day's advance notice in writing to the Owner of the location, date, and time of such_delivery to allow proper coordination. Such materials shall be received jointly by a representative of the Contractor and a representative of the Owner, who shall avec, and the Contractor shall document such agreement in writing .1 The materials delivered are undamaged, or if damaged, such damage is documented by di 'tal photo(s), .2 They are in the quantities shown on the purchase order invoice or bill of lading accoMRanying the shipment or delivery or otherwiseprovided-, .3 The storage conditions are adequate for the purposes: and .4 The Contractor has accepted responsibility for insurance and ongoing protection per Section 10.2 for such material until it is released to a third party authorized in writing; by the Owner to receive it. § 3.14 Cutting and Patching § 3.14.1 The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting, or patching shall be restored to the condition existing prior to the cutting, fitting, or patching, unless otherwise required by the Contract Documents. § 3,14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or Separate Contractors by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner and of the Separate Contractor. Consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold, from the Owner or a Separate Contractor, its consent to cutting or otherwise altering the Work. !nit AIA DocumentA201®-2017, Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 31 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/2512021 under Order No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 § 3.15 Cleaning Up § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish caused by operations under the GentFaet—.Contract and shall be resuonsible for daily clean-up of construction materials and dust control. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor's tools, construction equipment, machinery, and surplus materials from and about t4e Pfojeet-.1he Project and shall clean all glass surfaces and leave the Work "broom clean" or its equivalent, exce t as otherwise specified. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the Owner shall be entitled to reimbursement from the Contractor. § 3.16 Access to Work The Contractor shall provide the Owner and Architect and their representatives with access to the Work in preparation and progress ._.t ............. laeetea.at all times wherever located and shall provide proper and safe facilities for such access. § 3.17 Royalties, Patents and Copyrights The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall defend and hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process, or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications, or other documents prepared by the Owner or Architect. However, if an infringement of a copyright or patent is discovered by, or made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly fumished to the Architect. § 3.18 Indemnification § 3.18.1 To the .i,ir, st a4..4#ed b. law, the r,..,t.aet. swan indemnify ,.a hold h.._...i, the n._ , Ar-ehiteet, , and againstees ef ndamages, losses, liable,whase acts they maybe negate, s CONTRACTOR DOES HEREBY AGREE TO WAIVE ALL CLAIMS. RELEASE, INDEMNIFY. DEFEND AND. HOLD HARMLESS INDEMNITEES FROM AND AGAINST ANY AND ALL CITATIONS, CLAIMS, COSTS, DAMAGES, DEMANDS, EXPENSES, FINES, JUDGMENTS, LIABILITY, LOSSES, PENALTIES, SUITS OR CAUSES OF ACTION OF EVERY KIND INCLUDING ALL EXPENSES OF LITIGATION AND/OR SETTLEMENT, COURT COSTS AND ATTORNEY FEES WHICH MAY ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR FOR LOSS OF DAMAGE TO OR LOSS OF USE OF ANY PROPERTY OCCASIONED BY ERROR, OMISSION, OR NEGLIGENT ACT OF CONTRACTOR, ITS SUBCONTRACTORS, ANY OFFICERS, AGENTS OR EMPLOYEES OF CONTRACTOR OR ANY SUBCONTRACTORS, INVITEES, AND ANY OTHER THIRD PARTIES OR PERSONS FOR WHOM OR WHICH CONTRACTOR IS LEGALLY RESPONSIBLE, IN ANY WAY ARISING OUT OF, RELATING TO RESULTING FROM OR IN CONNECTION WITH THE PERFORMANCE OF THIS CONTRACT AND CONTRACTOR WILL AT ITS OWN COST AND EXPENSE DEFEND AND PROTECT OWNER FROM ANY AND ALL SUCH CLAIMS AND DEMANDS. CONTRACTOR DOES HEREBY AGREE TO WAIVE ALL CLAIMS, RELEASE. INDEMNIFY. DEFEND AND HOLD HARMLESS INDEMNITEES FROM AND AGAINST ANY AND ALL CITATIONS CLAIMS COSTS, DAMAGES, DEMANDS, EXPENSES, FINES, JUDGMENTS, LIABILITY, LOSSES, PENALTIES, SUITS OR CAUSES OF ACTION OF EVERY KIND INCLUDING ALL EXPENSES OF LITIGATION AND/OR SETTLEMENT COURT COSTS AND ATTORNEY FEES FOR INJURY SICKNESS DISEASE OR DEATH OF ANY EMPLOYEE, AGENT OR REPRESENATIVE OF CONTRACTOR OR ANY OF ITS SUBCONTRACTORS REGARDLESS OF WHETHER THE CITATIONS CLAIMS COSTS DAMAGES DEMANDS, EXPENSES, FINES, JUDGMENTS, LIABILITY, LOSSES, PENALTIES, SUITS OR CAUSES OF ACTION ARISE IN WHOLE OR IN PART FROM THE NEGLIGENCE OF INDEMNITEES. IT IS THE Inst AIA Document A201®-- 2017. Copyright d 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 32 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order No.03323724M which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 EXPRESS INTENTION OF THE PARTIES HERETO THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS AN INDEMNITY BY CONTRACTOR FOR THE BENEFIT OF THE OWNER FROM THE CONSEQUENCES OF OWNER'S NEGLIGENCE WHETHER THAT NEGLIGENCE IS A SOLE OR CONCURRING CAUSE OF THE INJURY, SICKNESS, DISEASE OR DEATH OF CONTRACTOR'S EMPLOYEE OR EMPLOYEE OF ANY OF ITS SUBCONTRACTORS. IN ANY AND ALL CLAIMS AGAINST ANY PARTY INDEMNIFIED HEREUNDER BY ANY EMPLOYEE OF THE CONTRACTOR, ANY SUB -CONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE, THE INDEMNIFICATION OBLIGATION HEREIN PROVIDED SHALL NOT BE LIMITED IN ANY WAY BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES COMPENSATION OR BENEFITS PAYABLE BY OR FOR THE CONTRACTOR OR ANY SUB -CONTRACTOR UNDER WORKMEN'S COMPENSATION OR OTHER EMPLOYEE BENEFIT ACTS. INDEMNIFIED ITEMS SHALL INCLUDE, BUT NOT BE LIMITED TO, ATTORNEYS' FEES AND COSTS COURT COSTS AND SETTLEMENT COSTS INCURRED BY AN INDEMNIFIED INDIVIDUAL OR ENTITY IN ATTEMPTING TO ENFORCE THIS INDEMNITY. THE CONTRACTOR IS NOT REQUIRED TO INDEMNIFY OR DEFEND THE ARCHITECT ANY LICENSED ENGINEER, OR AN AGENT, SERVANT, OR EMPLOYEE OF THE ARCHITECT OR LICENSED ENGINEER FROM LIABILITY THAT MAY ARISE FROM DEFECTS IN THE PLANS DESIGNS OR SPECIFICATIONS OR NEGLIGENCE ON THE PART OF THE ARCHITECT OR LICENSED ENGINEER IN THE RENDITION OR CONDUCT OF PROFESSIONAL DUTIES ARISING FROM THE CONTRACT AND THE PLANS DESIGNS OR SPECIFICATIONS THAT ARE PART OF THE CONSTRUCTION CONTRACT AS SET FORTH IN CHAPTER 136 OF THE TEXAS CIVIL PRACTICE AND REMEDIES CODE. § 3.18.2 , , THE CONTRACTOR'S INDEMNITY OBLIGATIONS UNDER THIS SECTION 3.18 SHALL ALSO SPECIFICALLY INCLUDE WITHOUT LIMITATION ALL FINES, PENALTIES, DAMAGES, LIABILITY, SAFETY VIOLATIONS, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND PUNITIVE DAMAGES, IF ANY, ARISING OUT OF, OR IN CONNECTION WITH ANY: .1 VIOLATION OF OR FAILURE COMPLY WITH ANY LAW, STATUTE, ORDINANCE, RULE, REGULATION CODE OR REQUIREMENT OF A PUBLIC AUTHORITY THAT BEARS UPON THE PERFORMANCE OF THE WORK BY THE CONTRACTOR, A SUBCONTRACTOR OR ANY PERSON OR ENTITY FOR WHOM EITHER IS RESPONSIBLE• .2 MEANS, PROCEDURES, TECHNIQUES, SAFETY PRECAUTIONS, OR SEOUENCES OF EXECUTION OR PERFORMANCE OF THE WORK; AND .3 FAILURE TO SECURE AND PAY FOR PERMITS, FEES, APPROVALS, LICENSESLAND INSPECTION AS REQUIRED UNDER THE CONTRACT DOCUMENTS, OR ANY VIOLATION OF ANY PERMIT OR OTHER APPROVAL OF A PUBLIC AUTHORITY APPLICABLE TO THE WORK. BY THE CONTRACTOR, A SUBCONTRACTOR, OR ANY PERSON OR ENTITY FOR WHOM EITHER IS RESPONSIBLE. 3.18.3 THE CONTRACTOR SHALL INDEMNIFY AND .HOLD HARMLESS ALL OF THE INDEMNITEES SET OUT IN SECTION 3.18.1 FROM AND AGAINST ANY COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED BY ANY OF THE INDEMNITEES IN ENFORCING ANY OF THE CONTRACTOR'S DEFENSE, INDEMNITY, AND HOLD -HARMLESS OBLIGATIONS UNDER THIS CONTRACT. Init. AIA Document A201®-2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 33 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order No,0332372484 which expires on 07/25/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail copyrightQaia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BQB7 ARTICLE 4 ARCHITECT § 4.1 General § 4.1.1 The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such in the Agreement. § 4.1.2 Duties, responsibilities, and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified, or extended without written consent of the Owner, Contractor, and Architect. Consent shall not be unreasonably withheld. § 4.2 Administration of the Contract § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, as the Work progresses and when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1. § 4.2,3 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the Work, The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge ef-,-of and will not be responsible for acts or omissions of, the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. 4 4.2.3.1 NEITHER THE OWNER NOR THE ARCHITECT NOR THE OWNER'S OTHER CONSULTANTS SHALL BE RESPONSIBLE OR LIABLE FOR THE SAFETY PROGRAM(S) DEVELOPED BY THE CONTRACTOR OR ITS SUBCONTRACTORS FOR THE SAFETY OF PERSONS AND PROPERTY, OR FOR COMPLIANCE WITH STATUTES, RULES, REGULATIONS, AND ORDERS APPLICABLE TO CONDUCT THE WORK. SHOULD ANY CONTRACTOR OR THEIR SUBCONTRACTOR(S), OR THE SUB-SUBCONTRACTOR(S) MAKE A CLAIM AGAINST THE INDEMNITEES OR SHOULD THEY OR ANY GOVERNMENTAL ENTITY BRING ANY ACTION OR LEVY OR FINE OR PENALTY AGAINST THE INDEMNITEES ON ACCOUNT OF ANY SAFETY-RELATED DAMAGE OR VIOLATION OF LAW ALLEGED TO HAVE BEEN SUSTAINED, THE CONTRACTOR AGREES THAT IT WILL HOLD THE INDEMNITEES HARMLESS AGAINST ANY SUCH VIOLATION, FINE, CLAIM OR SUIT, AND THAT IT WILL REIMBURSE THE INDEMNITEES THE COST OF DEFENDING SUCH SUIT AND IF ANY JUDGMENT AGAINST THE INDEMNITEES ARISES THEREFROM THE CONTRACTOR SHALL PAY OR SATISFY IT AND SHALL PAY ALL COSTS INCURRED BY THE INDEMNITEES. § 4.2.4 Communications The Owner and Contractor shall include the Architect in all communications tth t-r-elats to or aff of about the Architect's services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and suppliers shall be through the Contractor. Communications by and with Separate Contractors shall be through the Owner. The Contract Documents may specify other communication protocols. 4 4.2.4.1 Failure of Contractor to give the Owner or Architect written notice of Contractor's objections within three 3 business days, to directives instructions interpretations, or minutes from the Owner or Architect shall constitute Init. AIA Document A20111-2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AlA Contract Documents' are 34 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 final and conclusive consent on the part of the Contractor to such directives instructions inte retations or minutes of the Owner or Architect. § 4 2 4 2 Any written notice from the Owner or Architect to the Contractor shall be sufficientiv_ftiven when delivered to the last known business address of the Contractor, or to its registered or authorized agent, re resentative or officer. An written notice from the Contractor to the Owner shall be sufficient!y given when personally delivered to the Owner's Office, Attn: Project Manager, or at such other address and to the attention of such person as the Owner may from time to time designate in writing. § 4,2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3, whether or not the Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 4.2.7 The Architect will review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Seetions 3.3,' 5, and'.''. Sections 1.2 3.2.1 3.3 3.5 3.12 and 13.9. The Architect's review shall not constitute approval of safety precautions or of any construction means, methods, techniques, sequences, or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.8 The Architect will prepare Change Orders and Construction Change s -,-Directives and may order minor changes in the Work as provided in Section 7.4. The Architect will investigate and make deteFai�amiE)as and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4,2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. § 4.2.10 If the Owner and Architect agree, the Architect will provide one or more Project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project re resentatives shall be as set forth in an exhibit to be Inco orated in the Contract Documents. The Owner shall notify the Contractor of any change in the duties, responsibilities and limitations of authority of the Project representatives. § 4.2.11 The Architect will interpret ^~' 'matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.12 Interpretations and the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When making such dans an�s—, interpretations, the Architect will endeavor to secure faithful performance by both Owner and Init. AIA Document A2010-2017. Copyright©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo. "A201,° and "AIA Contract Documents' are 35 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 0712512021 under Order ! No.0332372484 which expires on 07/2512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCo-44EA-B3C9-35338032BOB7 Contractor, will not show partiality to either, and will not be Iiable for results of interpretations or decisions rendered in good faith. § 4.2.13 The Architect's deeisieas- o inions on matters relating to aesthetic effect will be considered by the Owner when making; the Owner's determination on these issues and the Owner's decision will be final if consistent with the intent expressed in the Contract Documents. Such Owner's determination shall be communicated through the Architect. § 4.2,14 The Architect will review and respond to requests for information about the Contract Documents. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS § 5.1 Definitions § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a Separate Contractor or the subcontractors of a Separate Contractor. § 5.1.2 A Sub -subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub -subcontractor. § 5.2 Award of Subcontracts and Other Contracts for Portions of the Work § 5.2.1 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the persons or entities proposed for each principal portion of the Work, including those who are to furnish materials or equipment fabricated to a special design. Within 14 days of receipt of the information, the Architect may notify the Contractor whether the Owner or the Architect (1) has reasonable objection to any such proposed person or entity or (2) requires additional time for review. Failure of the Architect to provide notice within the 14 -day period shall constitute notice of no reasonable objection. § 5,2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor, person, or entity for one previously selected if the Owner or Architect makes reasonable objection to such substitution. 5.2.5 Upon request, the Contractor shall provide to the Owner an executed c2py of all subcontractspurchase orders and other azreements relating to the Work. § 5.2.6 The Contractor shall not sublet the Work as a whole. The approval of subcontractors in no way relieves the Contractor from full res onsibili . § 5.3 Subcontractual Relations In t. AIA Document A2D1®— 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects, All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 3$ registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/2512021 under Order No.0332372484 which expires on 07/25/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 make eepies ef applicable eff s4a Ah doeuments a-vai4able to their- f espeetive proposed Sub yL3 By appropriate written at~reement the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including responsibility for safety of the Subcontractor's Work which the Contractor, by the Contract Documents assumes toward the Owner, the Owner's other consultants and Architect Each subcontract agreement shall preserve and protect the rights of the Owner, the Owner's other consultants, and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor Where VT opriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors The Contractor shall make available for review for each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make_ copies of applicable portions of such documents available to their respective proposed Sub -subcontractors. Notwithstanding the above all Agreements with the Owner shall have all references to compensation redacted before disclosing to Subcontractors sub -Subcontractors, or any other tier of vendor. 5.3.2 All subcontracts shall be in writing in form and substance substantially similar to the Contractor's standard form subcontract, attached to the Apreement and made a part thereof as an Exhibit, and shall specifically provide that the Owner is an intended third-varty third-artyberteficiM of such subcontract. The Contractor's subcontractors however, are not intended third -party beneficiaries of this Agreement by pass through, assignment, or otherwise, except as provided in the Contract Documents and the Owner shall not be bound to Contractor's subcontract a eements. 5.3.3 Whenever the Contractor receives payment pursuant to the Contract Documents, the Contractor shall make payments to each of its Subcontractors of gLny amounts actually received which were included in the Contractor's Application for Payment to the Owner for such subcontracts unless otherwise allowed to withbold payment by the terms and conditions of the subcontract or as allowed by law. The Contractor shall make such pUments within ten (10) days of receipt of payment from the Owner in the same manner as the Owner is required to pay the Contractor under the Contract Documents if the Subcontractor is satisfactorily erformin under its contract with the Contractor. Such payments from Owner to Contractor shall be imposed with an express trust to assure that payment is made to all Project Subcontractors, Sub -subcontractors and suppliers. In addition to the express trust imposed upon such funds and the fiduciary duties incumbent upon the Contractor, Texas Property Code Chapter 162 shall apply_. 5.3.4 The Contractor shall monitor the Subcontractors who shall pa all su iters Sub -subcontractors laborers and any other persons who provide goods materials, labor, or equipment to the Subcontractor any amounts actually received which were included in the Subcontractor's request for pUment to the Contractor for such persons, within ten (10) days of receipt of Voinent from the Contractor. The construction payments made by the Contractor to the Subcontractor shall be trust funds as set forth in Cha ter 162 of the Texas Propea Code. If the Subcontractor fails to make such payments in the required manner, the Subcontractor shall pay said suppliers, Sub -subcontractors, and laborers interest as set forth in Chapter 162 of the Texas Property Code. § 5.3.5 At the time the Subcontractor submits a request for payment to the Contractor, the Subcontractor shall also submit to the Contractor a list of the Subcontractor's sLippliers, Sub -subcontractors and laborers. The Contractor shall be relieved of the requirements of this Section regarding payment in ten (10) days and interest payments until the Subcontractor submits such list. If the Contractor fails to make timely payments to the Subcontractor as required b this Section, the Contractor shall pay the Subcontractor interest as calculated under the provisions of_Chapter 2251 of the Texas Government Code. Nothing in this Section 5.3 shall be construed to affect the retention pLovisions of an contract. [nit. AIA Document A201®— 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 37 registered trademarks and may not be used without permission, This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail copyright@ata.arg. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-83C9-35338032BOB7 § 5.3,6 The provisions of this Section 5.3 shall be made a part of each contract between the Contractor and each Subcontractor, either eUressly or by into oration by reference to this Section of the Contract Documents. § 5.4 Contingent Assignment of Subcontracts § 5.4.1 Each subcontract agreement for a portion of the Work is--mgy be assigned by the Contractor to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. § 5.4.2 Upon sueh assignment, if the Atefkrlf the Work in connection with a subcontract has been suspended for more than thirty(30)days after termination of the Contract by the Owner pursuant to Section 14.2 and the Owner accepts assimmnent of such subcontract. the Subcontractor's compensation shall be equitably adjusted for eany increase_in direct verifiable costs incurred by such Subcontractor as a result of the suspension. § 5.4.3 Upon assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other eatity. if the Owner- assigns the, to �&#w ar 4h tar e+#Ay, the subeen entity, including the performance bond Surety's takeover or completion contractor, which shall relieve the Owner of any legal responsibility under the subcontract. § 5.4.4 Each subcontract shall specifically provide that the Owner shall only be responsible to the Subcontractor for those obligations that accrue subsequent to the assigginent of the Subcontractor to the Owner after sus ension and termination of the Contract, as provided in this Section 5A.This Section 5.4 shall be construed to prohibit a pass through or assignment of rights, unless authorized by the Owner in writing S 5.5 Owner Payments to Subcontractors 5.5.1 In the event of anv default hereunder by the Contractor, or in the event the Owner or Architect fails to a rove any Application for Payment that is not the fault of a Subcontractor, the Owner may make direct payment to the Subcontractor, less appropriate retainage. In that event, the amount paid the Subcontractor shall be deducted from the payment to the Contractor. 5.5.2 Nothiwz contained herein shall create an obligation on the part of the Owner to make an pgMents to an Subcontractor, and no pavment by the Owner to any Subcontractor shall create any obligation to make any further payments to any Subcontractor. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 Owner's Right to Perform Construction and to Award Separate Contracts § 6.1.1 The term "Separate Contractor(s)" shall mean other contractors retained by the Owner under separate agreements. The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and with Separate Contractors in connection with otherop rtions of the Proiect or other construction or operations on the site under Conditions of the Contractidenticalor substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. § 6.1.2 When separate contracts are awarded for different portions of the Projector other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner -Contractor Agreement. Init.AIA Document A201®-� 2017. Copyright OO 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 3$ registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 0712512021 under Order No.0332372484 which expires on 07/25/2022, is not for resale, is licensed for ane -time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DecuSign Envelope 0: 8B2854F4-7CCO-44EA-B3C9-35338032BOS7 § 613 The Owner shall provide for coordination of the activities of the Owner's own forces and of each Separate Contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with any Separate Contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions to its construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, Separate Contractors, and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces or with Separate Contractors, the Owner or its Separate Contractors shall have the same obligations and rights that the Contractor has under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this At 6, and Articles 10, 11, and 12. § 6.1.5 The Contractor accepts assignment of, and liability for, all purchase orders and other agreements for procurement of materials and equipment that are listed in and identified as part of the Contract Documents. The Contractor shall be responsible for such pre -purchased items, if any, as if the Contractor were the original purchase The Contract Sum includes without limitation all costs and ex enses in connection with delive storage, insurance installation and testing of items covered in any assigned purchase orders or agreements. All warranty and correction of the Work obligations under the Contract Documents shall also agply to gM pre -purchased items, unless the Contract Documents specifically provide otherwise. § 6.2 Mutual Responsibility § 6,2.1 The Contractor shall afford the Owner and Separate Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their ao6Y4i,-i+,—activities and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Contractor's Work depends €exon proper execution or results upon construction or operations by the Owner or a Separate Contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly notify the Architect of g�napparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor that would render it unsuitable for proper execution and results of the Contractor's Work. Failure of the Contractor to notify the Architect of these apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the Owner's or Separate Contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work. The GefAfaeta- shall not be --e&PO sible f " § 6,2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a Separate Contractor because of the Contractor's delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a Separate Contractor's delays, improperly timed activities, damage to the Work or defective construction. § 6.2.4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or Separate Contractor as provided in Section 10.2.5. § 6.2.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.2.6 Should the Contractor wrongfully or cause damage to the work or propgly of any Separate Contractor, the Contractor shall, upon due notice, promptly attempt to settle with such other contractor by agreement or otherwise to resolve the dispute. If such Separate Contractor sues or initiates a judicial proceeding against the Owner on account of any deli or damage alleged to have been caused by the Contractor, the Owner shall notify the Contractor who shall defend such proceedings at the Contractor's ex ense. The Owner mgy fund the defense of such proceedings contemplated by this Section but in an event if an judgment or award against the Owner arises therefrom the Contractor shall pgy to satisfy it to the extent of Contractor's res onsibili . § 6.2.7 SHOULD ANY SUCH SEPARATE CONTRACTOR WRONGFULLY DELAYED OR DAMAGED BY THE CONTRACTOR OR PERSONS FOR WHOM THE CONTRACTOR IS RESPONSIBLE PER SECTION 6.2.6 MAKE A CLAIM AGAINST THE INDEMNITEES OR BRING ANY ACTION AGAINST THE INDEMNITEES, ON ACCOUNT OF THE DAMAGE ALLEGED TO HAVE BEEN SO SUSTAINED, [nit. AIA Document A201®-20117. Copyright@ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. Alt rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 39 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order 1 No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documentsv Terms of Service. To report copyright violations, a -mall copyright@aia.org. User Notes: (2050117223) DocuSign Envelope 1D: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 THE CONTRACTOR SHALL HOLD THE INDEMNITEES HARMLESS AND DEFEND THEM AGAINST ANY SUCH CLAIM OR SUIT AND SHALL REIMBURSE TO THE INDEMNITEES THE COST INCLUDING, WITHOUT LIMITATION, REASONABLE, ADDITIONAL ATTORNEY'S FEES INCURRED DEFENDING SUCH SUIT, AND IF ANY JUDGMENT AGAINST THE INDEMNITEES ARISES THERE FROM, THE CONTRACTOR_ SHALL PAY OR SATISFY IT AND SHALL PAY ALL COSTS INCURRED BY THE INDEMNITEES. § 6.2.8 Should the Contractor be caused damage by any Owner's Serrarate_Contractor(s)'s work, no action will lie against the Owner, and the Owner shall have no liabift therefor, but the Contractor may assert its claims for damages directly against such Owner's Separate Contractor and the Owner shall reasonably assist the Contractor. § 6.2.9 Inasmuch as the completion of the building within the prescribed time is dependent veru largely upon the close and active cooperation of all those enga ed therein, it is, therefore expressly understood and agreed that each contractor shall lgy out and install its work at such times and in such manner as to not dclgy or interfere with the cMing forward of the work of the other contractors. § 6.2.10 Where the work of one contractor directly affects the conditions of the work of another contractor including, as examples only, and not limited to, providing shoring for backfilling, providing protective covering for painting, providing adequate bracing of door jambs, etc., the contractor performing the work which will adversely_ affect another contractor's work shall be responsible for providing adequate protection based upon methods used to perform its work. § 6.3 Owner's Right to Clean Up If a dispute arises among the Contractor, Separate Contractors, atW-or the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Architect will allocate the cost among those fespaxsi ile:responsible, which allocation shall be final. ARTICLE 7 CHANGES IN THE WORK § 7.1 General § 7,1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. § 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor, and Architect. A Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor. An order for a minor change in the Work not involving an adiustment in the Contract Sum or an extension of the Contract Time and reasonably inferable from the intent of the Contract Documents may be issued by the Architect alone. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, The Contractor shall proceed promptly with changes in the Work, unless otherwise provided in the Change Order, Construction Change Directive, or order for a minor change in the Work. Except as permitted in Section 7.3 or as otherwise provided herein, a change in the Contract Sum or the Contract Time shall be accomplished only by Change Order. Accordingly, no course of conduct or dealings between the Rartics, nor ex ress or implied acceptance of alterations.. or additions to the Work, and no claire that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be the basis of any claim to an increase in gRy amounts due under the Contract Documents or a chane in my time period provided for in the Contract Documents. § 7.2 Change Orders § 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor, and Architect 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; and .3 The extent of the adjustment, if any, in the Contract Time, [nit. AIA Document A2010— 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AJA Contract Documents" are 40 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order 1 No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (205 01 1 722 3) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Sections 7.3.3, 7.3.7 and 7.3.10. § 7.2.3 Agreement on any Change Order constitutes a final settlement of all past and future claims, at law or in equity, concerning all matters relating to the change in the Work that is the subject of the Change Order, including, but not limited to, delays, all direct and indirect costs, any claim for damages associated with such change, and any and all ad'ustments to the Contract Sum and the construction schedule. § 7.2.4 Change Orders Requiring City Council Approval The Contract Sum shown in the final Exhibit Y — Guaranteed Maximum Price may not be increased because of a Change Order unless additional money for increased costs is appropriated for that purpose from available funds or is provided for by the authorization of the issuance of time warrants. The approval of the Denton City Council is required if a Change Order involves a decrease or an increase of $50,000.01 or more. The original Contract Sum shown in the final Exhibit Y — Guaranteed Maximum Price may not be increased by more than twenty-five percent 25% over the entire duration of the Proiect for any reason; nor may it be decreased by more than twenty-five percent (25%) without the consent of the Contractor, as provided in Texas Local Government Code Sec. 252,048. After the Change Order is submitted by the Contractor under this Section 7.2 the additional time required to obtain Ci1y Council approval shall not be factored into M past or future claim for delays or calculated as a part of the Change Order request, § 7.3 Construction Change Directives § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 7.12 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed of fee; or A As provided in Section 7.3.4. § 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit . calculated using the sum of the actual costs allowed in Sections 7.3.4.1 through 7.3.4.5, and using the percentages as set forth in Section 7.3.12 below. In such case, and also under Seetio"^ 74.�.�, Section 7.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.4 shall be limited to the following: .1 Costs of labor, including applicable payroll taxes, fringe benefits required by agreement or custom, workers' compensation insurance, and other employee costs approved by the Architect; .2 Costs of materials, supplies, and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use, or similar taxes, directly related to the change; and [nit. AIA Document A201®— 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 41 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order ! No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes; (2060117223) DocuSign Envelope ID: 862854F4-7CCO-44EA-B3C9-35338032BOB7 .5 Gests of sttpen4sien andAdditional verifiablea oll and subsistence costs incurred b the Contractor, Subcontractor, and Sub -subcontractor of field personnel directly attributable to the change. § 7.3.5 If the Contractor disagrees with the adjustment in the Contract Time, the Contractor may make a Claim in accordance with applicable provisions of Article 15. § 7.3.6 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.7 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Architect will make an interim arecommendation for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect -',recommends, in the Architect's professional judgment, to be reasonably justified. The Architect's interim detemaination recommendation of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Contractor agree with a a recommendation made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7.3.11 If the Owner and Contractor do not agree with the adjustment in Contract Time or the method for determining it the adjustment or the method shall be referred to the Architect for determination. The Architect m4y consult with the Owner in connection with such determination either at the direction of the Owner or at the Architect's discretion. If the Contractor does not ultimately aeree with the Architect's determination, the Contractor may assert a Claim in accordance with Article 15. § 7.3.12 In Subparagraph 7.3.4, the allowance for the combined total of onsite and offsite_ overhead and profit included in the total cost to the Owner shall be based on the following schedule: .1 For the Contractor, for Work performed by the Contractor's own forces, fee percentage of the Cost of Work stated in Section 5. 1.1 of the AIA A133 Owner -Contractor Agreement plus actual direct jobsite costs associated with the additional work, if any: .2 For the Contractor, for Work performed by the Contractor's Subcontractor, fee percentage of the Cost of Work stated in Section 5. 1.1 of the AIA A133 Owner -Contractor Agreement plus actual direct iobsite costs associated with the additional work if an .3 For each Subcontractor or Sub -subcontractor involved, for Work performed by that Subcontractor or Sub -subcontractor's own forces, ten percent (10%) of the cost;_ A For each Subcontractor, for Work performed by the Subcontractor's Sub -subcontractors, five percent (5%) of the amount due the Sub -subcontractor; !nit. AIA Document A2010-2017. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects,' "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 42 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 .5 Cost to which overhead -and -profit is to be applied shall be determined in accordance with Section 7.3.4. .6 Under no circumstance shall costs of the Contractor's supervisory, management, administrative or other office personnel, regardless of where stationed, be paid as cost of the Work under 7.3.4. Conversely, the Contractor shall be compensated for their labor within the overhead and profit_ percentage specified in this Section 7.3.12, .7 In order to facilitate checking of quotations for extras or credits, all proposals, except those so minor that their_ propriety can immediately be seen by inspection, shall be accomplished by a complete itemization of costs including labor, materials, and subcontracts. Labor and materials shall be itemized in the manner rescribed above. Where major cost items are subcontracts they shall be itemized also,• .8 When both additions and credits are involved in any chane the allowance for overhead and profit shall be figured on the basis of the net increase or decrease, if any; and .9 Overtime, when specifically authorized by the Owner and not as a requirement for the Contractor to fulfill its obligations under this Agreement, shall be paid for by the Owner on the basis of premium payment only, plus the cost of insurance and taxes based on the premium payment period. Overhead and nrofit will not be paid by the Owner for overtime. § 7,4 Minor Changes in the Work The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract ,Sum or an extension of the Contract Time. The Architect's order for minor changes shall be in writing. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Architect and shall not proceed to implement the change in the Work. If the Contractor performs the Work set forth in the Architect's order for a minor change without prior notice to the Architect that such change will affect the Contract Sum or Contract Time, the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. 7.5 Supporting Information Notwithstanding the above, requests for an adjustment in the Contract Sum or adjustment in the Contract Time shall be in a form and accompanied by supporting information with a level of detail wholly acceptable to the Owner and Architect._ The Contractor shall also comply with all provisions of Articles 8 and 15 with respect to claims. The required information shall be provided by the Contractor in less than twenty-one (2 1) days from the Contractor's request for an adjustment in the Contract Sum or Contract Time. Failure to timely provide this information in the proper form may be, in and of itself, groimds for rejection of the request, at the sole discretion of the Owner or Architect. ARTICLE 8 TIME § 8.1 Definitions § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. The date shall not be postponed by the failure to act of the Contractor or of persons or entities for whom the Contractor is responsible. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. § 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8,2 Progress and Completion § 8.2.1 Time limits stated in the Contract Documents are of the essence er the C,,..,. aei essence. By executing the Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, eeeaee the AwIE-prematurely commence operations on the site or elsewhere prior to the effective date of insurance required Inst. AIA Document A20111-2017, Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 4 registered trademarks and may not be used without permission, This document was produced by AIA software at 13:20:20 ET on 07125/2021 under Order I No.0332372484 which expires on 07/25/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, o -mail copyright@aia.org. User Notes: (2050 1 1 7223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless the date of commencement is established by a notice to proceed given by the Owner, the Contractor shall notify the Owner in writing not less than five (5) days or other agreed period before commencing the Work to permit the timelag of any additional necessary documents. § 8.2.3 .Attention is directed to the fact that the Work is urgently needed by the Owner; for this reason it shall be agreed that the Contractor will substantially complete all Work under the Contract within the time established in the Contract Documents and the most recently approved Contractor's Project Schedule. The Contractor shall be 'n the Work on the date of commencement as defined in the Contract Documents,• cgM the Work forward with adequate resources: furnish, without limitation such labor, supervision, materials, facilities, and equipment; and work such hours including night shifts overtime o erations and Sundays and/or holidays, as mqy be necessm to ensure the progress and completion of both the Work and the Project as reflected by the most recently approved Contractor's Prosect Schedule, 8.2.4 The Contractor shall achieve specific Contractual Milestone dates (if any), Substantial Completion, and Final Com letion within the times stated in the Contract Documents and such dates shall be adhered to and shall be the last acceptable dates for completion of Work required for those milestones and completions, unless and until modified b the Owner in writing. & 8.2.5 The Contractor understands and agrees that all Work must be performed in an orderly and closely coordinated sequence so that the dates for Contractual Milestones (if any, Substantial Completion, and Final Completion, maybe met by the both the Contractor as well as the respective Separate Contractors. $.2.6 The Contractor shall also com lete the Work in all of its details for final acce tante as ex editiousl as possible after Substantial Com letion. 6 8.2.7 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.3 Delays and Extensions of Time § 8.3.1 1f the Contractor is delayed at any time in the commencement or progress of the Work by (1) an act or neglect of the Owner or Architect, of an employee of either, or of a Separate Contractor; (2) by changes ordered in the Work; (3) by labor disputes, fire, ,implementation of Federal law or policies, unusual delay in transportation, unavoidable casualties, adverse weather conditions documented in accordance with Section 15.1.6.2, or other causes beyond the Contractor's control; (4) by delay authorized by the Owner pending disp..«....esolu fio ; mediation; or (5) by other causes that , the Architect recommends mgy ustify delay, then the Contract Time shall-mav be extended for such reasonable time as the "•tOwner may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. & 8.3.4 Any claims for extension of time shall be made in writing to the Owner and Architect not more than ten (10) days after commencement of the delay; otherwise it shall be waived. In the case of a continuing delay only one claim is necessary. The Contractor shall provide an estimate of the probable effect of such ME on the progress of work within five (5) days of the first date the Contractor should reasonably be epeeted to have calculated the impact of such delgy, but in no event more than fifteen 15 days after the commencement of the delay, with weekly u dates to the impact if the delay is of an ongoing nature. & 8.3.5_ Extensions of the Contract Time will be made for delays due to weather conditions only when such conditions are more severe and extended than those reflected by the ten (10) year average for the month as evidenced by the National Climatic Data Center's fNCDC's) Surface Data US at http://gis.nedc.noaa.gov/ website/ims-cdo/sod/viewer.htm or other data as mutually agreed ed by the Owner and Contractor for the Project area. Inst. AIA Document A201®-2017, Copyright@ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 44 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07!25!2021 under Order No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, e-mail copyright@ala.org. User Nates: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 § 8.3.6 In allowing delays for weather, the Owner will be entitled to consider weather conditions prevailing throughout the entire Contract period. The Owner and Contractor will together reconcile actual working days lost and gained over the entire Contract period evejy nine 90 days, The Contractor shall then adjust the schedule activities accordingly for both the Contractor's weather float reserves and Owner's float reserves where those activities are carried in the Construction Mana er's Project Schedule (if any). §_ 8.3.7 The extension of the contract completion time for weather conditions will occur only in the event that the weather in question affected critical activities on the most current Contractor's Construction Schedule and at least one half of the work force allocated to that item of work was atso adversety affected by the same weather conditions. § 8.4 Contractor's Obligations After Delay § 8.4.1 If either the Work actually in place falls behind as reflected by the currently updated Master Project Schedule or Contractor's Construction Schedule or it becomes aivarent or like!y in the reasonable opinion of the Owner after consultation with the Architect that the Work will not be completed within the Contract Time or in accordance with the Contractor's Construction Schedule, due to delays_caused by the Contractor or its subcontractors, the Contractor agrees it shall, as necessary, take some or all of the following actions (hereinafter referred to collectively as "Extraordinary Measures") at no additional cost to the Owner or Architect, as required to substantially eliminate in the judgment of the Owner, the backlog of Contractor's Work on the Proiect: .1 Increase quantities of without limitation labor, su ervision material deliveries equipment on site and crafts as necessary; .2 Increase the number of working hours per shift shifts per working da working da s per week or an combination of the foregoing; .3 Reschedule activities to achieve maximum practical concurrence of accomplishment; and A Do whatever else is reasonably required by the Owner. 8,4.2 These Extraordinary Measures shall continue until the progress of the Work comDlies with the stage of completion required by the Contract Documents. The Owner's right to require Extraordinary Measures is solely for the pLiMose of ensuring the Contractor's compliance with the Contractor's Construction Schedule. § 8.4.3 In the event of such delay necessitating Extraordinary Measures, the Owner may also require the Contractor to immediately submit a Proposed Recovery Schedule as specified in Section 3.10.8 above. If the Proposed Recovery Schedule is not satisfactory, the Architect may unilaterally establish a new Proposed Recovery Schedule acceptable to the Owner if feasible given the current market conditions; issue it as a Construction Change Directive; and the Contractor shall comply therewith. The Owner may also require the Contractor to take my of the Extraordina Measures that are feasible given the current market conditions to make up the lag in scheduled progress,;,all without additional cost to the Owner, or Architect. 8.4.4 Failure of the Contractor to substantially comply with the requirements of this Section 8.4 shall be considered grounds for a determination by the Owner, after consultation with the Architect, that the Contactor is in breach of this Agreement by failing to prosecute the Work and that of the Project so as to ensure its completion within both the Contract Time and the u dated Contractor's Construction Schedule. $.4.5 Likewise in the event the pmaress of the Project falls behind the predictions of the Master Project Schedule through no fault of the Contractor, the Owner or Architect may request, and the Contractor may agree to take one or more of the Extraordinary Measures, with the Owner bearing the cost for such measures by Change Order. 6 8.4.6 The Contractor shall not be entitled to an adjustment in the Contract Sum in connection with Extraordinary Measures required by the Owner under or purEuant to this Section 8.4 except as specifically noted otherwise in Section 8.4.5. 6 8.5 Owner's Rights After Delax $.5.1 In the event that!my Contractor fails or appears like!y to fail to com Iete a critical portion of Work on time or to complete a Contractual Milestone Date or completion date as evidenced by the most recently approved Contractor's Inst. AIA Document A201®-2017. Copyright OO 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 45 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07125/2021 under Order No.0332372484 which expires on 07/2512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 Project Schedule, the Owner or the Architect shall have the right to impose any or all of the following options: .1 Require the Contractor to substantiate the capability to get back on schedule within ten (10) business days; .2 Require the Contractor to take some or all of the Extraordinary Measures, and do whatever else is required by the Owner. or Architect until Contractor confirms, to the satisfaction of the Owner and Architect, the ro ess of the Work is in compliance and congruence with the most recently approved Contractor's Construction Schedule, such measures being at no extra cost to Owner and Architect; .3 Withhold pro rg ess payment, or portions thereof, until such time as the Contractor is in compliance with the most recently a proved Contractor's Project Schedule; and .4 Contact or visit the factory, plant or distribution center whose production or delivery schedule may be critical to the scheduled completion of a portion of the contract work, and expedite same, at Contractor's expense. § 8.6 Liquidated Damages 8.6.1 Should the Contractor fail to substantially complete the Work on, or before, the original date set forth in the Contract, or on or before the revised date as granted by extensions to Contract Time, the Owner may at its sole discretion permit the Contractor to proceed, and in such case there shall be deducted from My monies due or which may become due the Contractor, a sum as specified herein, for each and evea calendar day that the Work shall remain uncompleted. This sum shall be considered, not as penalty, but as the cost(s) for substantial losses suffered by the public and the Owner. Li uidated damages are intended to com ensate the Owner for the Contractor's failure to meet the deadlines set forth herein, and shall not excuse the Contractor from liability from any other breach of requirements of the Contract Documents including an failure of the Work to conform to a licable requirements. The Contractor a ees that the sums in Section 8.6.2 are reasonable in light of the anticipated or actual harm caused by the breach, the difficulties of the proof of loss and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. Contractor further acknowledges and agrees that Liquidated Damages may be owing even though no termination has occurred. Contractor has no liability for liquidated damages beyond its Fee. $ 8.6.2 Contractor shall pay, as liquidated damages to the Owner the sums shown in the table below for each calendar day that expires after the date set forth in the Contract for Final Completion of the Work. First Week Late Second Week Late Third & Fourth Every Day After the Fourth Week Weeks Late Late $500/day $750/day 1000/da $2,000/day 8.6.3 The Darties acknowledee. covenant, and agree that the daily basis and the amount set forth above for liquidated damages are reasonable because of the unique nature of the Project as a benefit to the public, the fact that inconvenience to the public will be one of the significant im acts of any failure by the Contractor to time complete the Work; and that it is impracticable and extremely difficult to ascertain and determine the actual losses which would accrue to the Owner andthe_public. 8.6.4 Permitting the Contractor to continue and finish the Work, or any portion thereof, after the time fixed for its completion, shall in no way operate as a waiver on the part of the Owner of any of its rights under the Contract. The Contractor acknowledges the Owner receives no benefits from early completion of the Project or the -Work therefore all rights. if any. to an earlv completion bonus or other increases in the Contract Sum for such early completion are hereby waived by the Contractor. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 Contract Sum § 9.1,1 The Contract Sum is stated in the Agreement and, ' , is the #etamaximum amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. The Contract Sum may only be increased pursuant to a Change Order signed by the Owner. Completion of the Work is a condition precedent to Owner's obligation to Pqy the full Contract Sum. Inst. AIA Document A2010-2017. Copyright fl 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 46 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order No.0332372484 which expires on 07/25/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CG0-44EA-B3C9-35338032BOB7 § 9.1.2 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed so that application of such unit prices to the actual quantities causes substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. § 9.2 Schedule of Values Where the Contract is based on a sfipu4ated s.,_.. r Sti ulated Sum or the Cost of the Work with a Guaranteed Maximum Price, the Contractor shall c.., ait a set.edule of values to the Fehiteet before the first Appheatien fef meet with the Architect at the Preconstruction Conference with aproposed Schedule of Values as Mecified_in Section 3 10 The Contractor's Schedule of Values will be reviewed by the Owner and Architect in the context of the Contractor's proposed Construction Management Plan, including, but not limited to, the Contractor's Construction Schedule therein The values assigned to each work activity in the Schedule of Values should be generated by the projected earned value of the activities in the. Contractor's Construction Schedule, rounded to the nearest five dollars, and equal in aggregate to the Contractor's and Subcontractor's contract amount(s). The Schedule of Values shall allocate the entire Contract Sum to the various portions of the Work and be pWared in such form and su orted by such additional data to substantiate its accuracy as the Owner and Architect may require. This Schedule of Values, unless objected to by the Owner or Architect, shall be used as a basis for reviewing the Contractor's subsequent -Applications for Payment. § 9.3 Applications for payment § 93.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the sehedtil , of ... hie , Schedule of Val_...._ues,if required under Section 9.2, for completed portions of the Work. The application shall be notarized, if required, and supported by all data substantiating the Contractor's right to payment that the Owner or Architect require, such as copies of requisitions, and releases and waivers of liens from Subcontractors and supplief&-,-siqIiers and shall reflect retainage if provided for in the Contract Documents. The form of A lication for Payment shall be a notarized AIA Document G702. Application and Certification for Payment, supported by AIA Document G703, Continuation Sheet, and other documentation as reasonably required by the Owner, submitted electlronically. § 9.3,1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim recommendations of the Architect, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.1.3 Each Application for Payment shall be accompanied by the following, all in form and substance satisfactory to the Owner and Architect and in compliance with all applicable statutes: .1 A duly executed and acknowledged sworn statement showing all Subcontractors and material sunoliers with whom the Contractor has entered into subcontracts the amount of each such subcontract the invoice from and the amount requested for any Subcontractor and material sU12fier in the re uestedA lication for Pa ent and the amount to be paid to the Contractor from such progress payment, together with similar swom statements from all such Subcontractors and material sup 1p iers: .2 Duly executed statutory conditional waivers of mechanics' and material suppliers' lien for progress payments with each 12gyment application; and appropriate statuto unconditional waivers of mechanics' and material suppliers' liens for progress paymcnts, and appropriate statutory unconditional waivers for final payments from all Subcontractors and when approyfiate, from material su tiers and lower tier Sub -subcontractors establishing payment or satisfaction of Qayment of all amounts requested by the Contractor on behalf of such entities or persons in any previous Application for Payment; Init. AIA Document A2010— 2017, Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, t963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 47 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07125/2021 under Order 1 No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 .3 An updated Contractor's Construction Schedule per Section 3.10.1.7 clearly showing the actual pro;tress of the Work for each activi against the Work previously scheduled to be com leted during the period, and against targeted activities' pLe3jouslv a roved completion dates-, and A If required by the Owner's title insurer, if an the Contractor shall execute a personal ga undertaking in form and substance satisfactory to such title insurer. .5 Notwithstandin the above, Applications for Payment shall be in a form and accompanied by guMortina information with a level of detail wholly acceptable to the Architect, and shall include, at a minimum, an updated monthly Contractor's Construction Schedule clegLly and graphically comparing the actual "work -in-place" completed to the Work previously projected to be complete for the period. Failure to provide this information in the pLoRer form ma be in and of itself, gounds for rejection of the Application for Payment, at the discretion of the Architect_ § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Qwaff'^ fifle to such Hiater.,,s- ^d equipmalator- other -wise preteet the Q% e-'- interest ^- stored materials and equipment which must be properlX tagged as to material and job identification; must be available for infection by the Architect; and such requests for payment must be accompanied by documentary evidence as specified, without limitation, in Sections 3.13 and 11.3.1.4 which su orfs the request's validi uanti and value of materials-, proper material acceptance and storage; and including insurance on the materials as evidenced by a Certificate of Insurance or otherwise protects the Owner's interests. Such request shall include the costs of applicable insurance, storage, and transportation to the site, for such materials and equipment stored off the site. Such materials shall be: .1 Protected from diversion, destruction, theft, and damage to the satisfaction of the Owner, and the Lender; .2 Specifically marked for use on the Project and .3 Set~reeated from other materials at the storage facility. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner ne ia4e.. than the fifne of ^^,^,^eat either by into oration in the construction or Won the receipt of pMancrit by the Contractor, whichever occurs. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the-Eefgfaeier's gcwledge, infevAiMien, and belief,—shall be free and clear of liens, claims, security interests, or encumbrances, in favor of the Contractor, Subcontractors, suppliers, or other persons or entities that provided labor, materials, and equipment relating to the Work. § 9.3.4 THE CONTRACTOR FURTHER EXPRESSLY UNDERTAKES TO DEFEND THE INDEMNITEES, AT THE CONTRACTOR'S SOLE EXPENSE AGAINST ANY ACTIONS LAWSUITS OR PROCEEDINGS BROUGHT AGAINST THE INDEMNITEES AS A RESULT OF LIENS OR VERIFIED CLAIMS FILED AGAINST THE WORK, THE SITE OF ANY OF THE WORK, THE PROJECT SITE AND ANY IMPROVEMENTS THEREON PAYMENTS DUE THE CONTRACTOB, THE PROJECT BOND OR ANY PORTION OF THE PROPERTY OF ANY OF THE INDEMNITEES (REFERRED TO COLLECTIVELY AS "LIENS OR VERIFIED CLAIMS" IN THIS SECTION 9.3.4. THE CONTRACTOR HEREBY AGREES TO INDEMNIFY AND HOLD THE INDEMNITEES HARMi.ESS AGAINST ANY SUCH LIENS OR VERIFIED CLAIMS AND AGREES TO PAY ANY JUDGMENT OR LIENS OR VERIFIED CLAIMS RESULTING FROM ANY SUCH ACTIONS LAWSUITS OR PROCEEDINGS. § 9.4 Certificates for Payment § 9.4.1 The Architect will, within seven Ladays after receipt of the Contractor's Application for Payment, either (1) issue to the Owner a Certificate for Payment in the full amount of the Application for Payment, with a copy to the Contractor; or (2) issue to the Owner a Certificate for Payment for such amount as the Architect detetmixes recommends is properly due, and notify the Contractor and Owner of the Architect's reasons for withholding IRit. AIA Document A20111-2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 48 registered trademarks and may not be used without permission, This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order 1 No.0332372484 which expires on 07/25/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail oopyrighl@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-353380326067 certification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Application for Payment, and notify the Contractor and Owner of the Architect's reason for withholding certification in whole as provided in Section 9.5.1. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data in the Application for Payment, that, to the best of the Architect's knowledge, information, and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount certified. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion, and to specific qualifications expressed by the Architect. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences, or procedures; (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor's right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.4.3 Certification will be issued for ninety-five percent (95%) of the amount requested by the Contractor and approved by the Architect to be properly due until the Contractor is ninety-five percent (95%) completed with the Work. Thereafter, the accumulated retainage may be held without additional retainage, except that, should the Contractor at any time fail to keep current with the approved progress schedule, fail to assure payment to Subcontractors, Sub -subcontractors and suppliers as required hereunder; or fail to promptly and diligently correct Work that does not comply with the Contract Documents, certification of ninety-five percent (95%) shall automatically again become effective and shall apply as long as the Contractor lags behind such progress or fails to assure such Va, moment. § 9.5 Decisions to Withhold Certification § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of any of the following_ .1 defective Work 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 Contractor; .3 failure of the Contractor to make payments properly to Subcontractors, Sub -subcontractors and suppliers or for 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; o .7 repeated failure to carry out the Work in accordance with the Contract Deeun s -Documents; .8 Contractor's failure to obtain necessary permits or licenses or to compy with applicable codes, reMdations, or other laws; .9 failure to fully execute the Contract with all associated documents as required; "10 bond claims, or liens, filed for any portion of the Work; or .11 failure of the Contractor to comply with anyprovisions of the Contract Documents, including without limitation Section 8.4. § 9.5.2 , whole er- in pwt, that pafty may submit a Claim in aeeerdanee with Aftie Omitted AIA Document A201®— 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The Init. American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 49 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/2512021 under Order ! No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia,org, User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032B087 § 9.5.3 When the reasons for withholding certification are removed, certification will be made for amounts previously withhekLwithheld less all associated damages, costs and expenses, suffered or accrued by the Owner or Architect. In the event the Architect nullifies a previously issued Project Certificate for Payment, and the Owner has, prior to such nullification aid thereon, the Contractor shallrom tl reimburse to the Owner amounts the latter had previously paid pursuant to the nullified project Certificate for Payment. Alternately, the Owner may withhold payment in anX subsequent Application for Payment, until and unless the reasons for nullification of the previously issued project Certificate for Payment have been remedied and all associated damages, costs, and expenses of Owner and Architect have been paid by the Contractor. § 9,5.4 If the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Contractor shall reflect such payment on its next Application for Payment. § 9.5.5 The Contractor shall not stop work or terminate the Contract if the Architect should refuse to issue any certificate because the Application for Payment does not conform with the requirements of Sections 9.3, 9.4, 9.5 or any other portion of these General Conditions, as supplemented herein. § 9.6 Progress Payments § 9,6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. § 9.6.2 The Contractor shall pay each Subcontractor, Sub -subcontractor and supplier, no later than seven- en10 days after receipt of payment from the t3vffier, Owner the amount to which the 8 Subcontractor, Sub -subcontractor and supplier is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor'speffioa of theSub-subcontractor's and supplier's portion of the Work, unless otherwise allowed by the provisions of the subcontract or by law. The Contractor shall notify Owner in advance and in writing of any payment(s) to be withheld from any Subcontractor. The Contractor shall, by appropriate agreement with each Subcontractor, Sub -subcontractor and supplier, require each oto make payments to 94 sube^»'actor their Sub -subcontractors and suppliers in a similar manner. § 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven ELdays, the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an obligation to pay, or to see to the payment of money to, a Subcontractor or supplier, except as may otherwise be required by law. § 9.6.5 The Contractor's payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6,6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of s eEk Hot i aecefdance ..,;.t, the Gent.-.,,.} r,,.,...,.,e # any Work § 9.6.7 U-Hless the, Gen4metaf pEovides the Owner with a paymet# h- en di in th R_ -fi-11 I penal sum ef the Gei#raet Sum-, paMsF&,The Contractor shall not withhold from any Subcontractor sums due the Subcontractor for completed Work which has been paid for by the Owner unless allowed by the terms and conditions of the subcontract as stated in Section 2.19 of the AIA — A 133 2009 or by law. The Contractor shall notify Owner 1n advance and in writing of any payment(s) to be withheld from any Subcontractor.. Sums withheld by the Owner from the Contractor for deficiencies solely attributable to the Contractor shall not be grounds for the Contractor to withhold sums due to any Subcontractor. All sums paid to the Contractor for labor, materials, or equipment for the Work or Proi ect shall be considered trust funds to be used by the Contractor for payment to those persons to the extent providing labor, materials and/or equipment incorporated into the Work or Proiect. Payments received by the Contractor for Work properly performed by Subcontractors or [nit. AIA Document A2010-2017. Copyright fl 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 50 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order I No.0332372484 which expires on 07/25/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-83C9-35338032BOB7 Viand suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. NethigHowever notwithstanding the above nothiniz contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, shall create any fiduciary liability or tort liability on the part of the Contractor for breach of `^"�rtrust or shall entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.6.8 PROVIDED THE OWNER HAS FULFILLED ITS PAYMENT OBLIGATIONS UNDER THE CONTRACT DOCUMENTS, THE CONTRACTOR SHALL DEFEND AND INDEMNIFY THE OWNER FROM ALL LOSS, LIABILITY, DAMAGE OR EXPENSE, INCLUDING REASONABLE ATTORNEY'S FEES AND LITIGATION EXPENSES, ARISING OUT OF ANY LIEN CLAIM OR OTHER CLAIM FOR PAYMENT BY ANY SUBCONTRACTOR OR SUPPLIER OF ANY TIER. UPON RECEIPT OF NOTICE OF A LIEN CLAIM OR OTHER CLAIM FOR PAYMENT, THE OWNER SHALL NOTIFY THE CONTRACTOR. IF APPROVED BY THE APPLICABLE COURT, WHEN REQUIRED, THE CONTRACTOR MAY SUBSTITUTE A SURETY BOND FOR THE PROPERTY AGAINST WHICH THE LIEN OR OTHER CLAIM FOR PAYMENT HAS BEEN ASSERTED. 9.6.9 To the extent Contractor has received pMent in accordance with the terms of this A Bement the Contractor agrees to keep the Work and the site of the Project and all project bonds free and clear of all bond claim and verified claims related to labor and materials furnished in connection with the Work, 9.6.12 If the Owner is entitled to reimbursement or payment from the Contractor under or pursuant to the Contract Documents such payment shall be made pro=tly upon demand by the Owner. Notwithstanding an thin contained in the Contract Documents to the contrary, if the Contractor fails to promptly make any payment due the Owner, or if the Owner incurs any costs and ex erases to cure aLny default of the Contractor or to correct defective Work the Owner shall have an absolute right to offset such amount against the Contract Sum and may, at the Owner's sole discretion elect either to i deduct an amount equal to that which the Owner is entitled from gny paMent then or thereafter due the Contractor from the Owner, or (ii) issue a written notice to the Contractor reducing the Contract Sum by an amount equal to that which the Owner is entitled. § 9.7 Failure of Payment If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven Ladays after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days athe date established in the Contract Documents, the amount certified by the .4-chi-weet Ae-raw.A�afded by binding dispute fesek#iet4, Architect, then the Contractor may, upon seven Ujadditional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdown, delay and start-up, plus interest as provided for in the Contract Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended Muse all ma'or s stems are o erational and all safe features are com Ieted and Owner's receipt of written confirmation after final inspections by the applicable electrical, plumbing, fire department, health department, and other local and state officials having jurisdiction stating the project is ready for occaancy by the Owner. In addition to the other requirements of the Contract Documents and without limitation the Contractor must also have obtained the written a roval and issuance of any occu ane permits required by the laws of local government(s) and the State of Texas before the Contractor shall be deemed to have achieved Substantial Com letion. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. The Contractor shall proceed pro=tly to complete and correct items on the list. Failure to include an item on such Iist does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. The Contractor will also provide the Architect a comprehensive list of all claims previously and properly made in writing and identified by the Contractor as unsettled at the time of Substantial Completion. Init. AIA Document A2010-2017, Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects, All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 51 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order No.0332372484 which expires on 07/25/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9.35338032BOB7 § 9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion; establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall continence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. Upon such acceptance, and ee sew of suFet" if as the Owner shall make payment of retainage applying to the Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. § 9.8.6 The Contractor's acceptance of payment per Section 9.8.5 shall constitute a waiver for all purposes of all claims or causes of action by the Contractor against the Owner and the Architect, except those previously and properly made in writing and identified in the list provided by the Contractor as unsettled at the time of Substantial Completion per Sections 9.8.2. § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, pxev4ded-as such occupancy or use is consented to by the insurer and required under Section 11.3.1.5 provided it is authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of theAraehiteet Owner. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor, and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection. When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that t^ t'��st-of-the Ar-&iteet's knowledge, ii4ofmation an belief-, aed on t 4e basis of the A rehiteet'^ oil site visits and eetian 'x^ Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. All warranties and guarantees required under Section 3.5 or otherwise re uired 12ursuant to the Contract Documents shall be assembled and delivered by the Contractor to the Architect as part of the final Application for Payment The final Certificate for Payment will not be issued by the Architect until all warranties and guarantees have been received and accented by the Owner. Init. AIA Document A20111-2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," `AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 52 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes; (2050117223) DocuSign Envelope 117: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect and Owner; (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the -Owner's property might be responsible or encumbered (less amounts withheld by the Owner) have been paid or otherwise satisfied -,-.satisfied- (2) a certificate evidencing that insurance required by the Contract Documents to remain in full force after final payment is currently in of�ra effect; (3) a written statement satisfactory to the Owner that the insurance will cover the period required by the Contract Documents 4 consent of surety to final payment; (5) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts and releases and waivers of liens, claims, security interests, or encumbrances arising out of the Ganem Contract for Construction, to the extent and in such form as may be designated by the Armen by the Owner and Owner's lender; 6 certification by the Contractor that QD all Work has been coin leted in accordance with the Contract Documents ii the final Application for Pnipent. includes all claims of the Contractor against the Owner arising in connection with the Project and constitutes a waiver and release of any and all claims not presented in that application except for claims arising out of third VgU actions cross-claims and counterclaims and(iii) the Record Drawings maintained b the Contractor pI rsuant to the Contract Documents and delivered to the Owner or Architect are complete and accurate in all respects; and 7 evidence of coin liance with all requirements of the Contract Documents such as notices certificates, affidavits, or other requirements to complete obligations under the Contract Documents, including, not limited to, (ii) instruction of the Owner's representatives in the operation of mechanical electrical plumbing, and other systems; (ii) delivery of keys to the Owner with keying schedule (master, submaster, and special keys), (iii) delivery to the Owner of the Contractor's warranties as set forth in the Contract Documents and each written warranty and assignment thereof prepared in duplicate, certificates of ins ections and bonds for the Architect's review and delivery to the Owner; (iv) delivery to the Owner of printed operating, servicing, maintenance and cleaning instructions for all Work (parts lists and special tools for mechanical and electrical work) in approved farm; (v) delivery to the Owner of the Record Drawings; (vi) delivery to the Owner of a Final Waiver and Release of Liens covering all Work for itself and for each Subcontractor, vendor, and material sj1pplier who furnished labor, materials and services to the Work, executed by an authorized officer and duly notarized vii delivery to the Owner of final waivers of lien from each subcontractor and material supplier who furnished labor, materials, and services to the Work executed by their respective officers and duly notarized,• and viii delive of sales and use tax certificate number of the Contractor. In addition to the faregoiniz, all other submissions required by other Articles and Para ra hs of the Specifications and other Contract Documents shall be submitted to the Owner before a roval of final pvment. If a Subcontractor refuses to furnish a release or waiver required by the Owner -,-Owner and Owner's lender if an the Contractor may furnish a bond satisfactory to the Owner and Owner's lender (if anAto in the Owner against such lien, claim, security interest, or encumbrance. If a lien, claim, security interest, or encumbrance remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien, claim, security interest, or encumbrance, including all costs and -easeiia le a'*^ s' ��� .attorneys' fees. § 9.10.2.1 In addition to items listed in 9 10 2 to be submitted before Final Payment will be made or remaining retainage released Contractor shall deliver a permanent certificate of occupancy from local authorities having jurisdiction. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed, corrected, and accepted, If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 lieffi, G1Rirns bond claims, Claims, licfuidated damageessecurity interests, or encumbrances arising out of the Contract and unsettled; Init. AIA Document A201®— 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA logo, "A201," and "AIA Contract Documents' are 53 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order I No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 .2 failure of the Work to comply with the requirements of the Contract Documents; .3 terms of special warranties required by the Contract Documents; of A audits performed by the Owner, if permitted by the Contract Documents, after final payine t:p_ayment; or 5 Foss negligence, willful misconduct, or fraudulent concealment in connection with the ❑erformance of the Contract. § 9.10.5 AueeA lication for and acce tance of final payment by the Contractor, a Subcontractor, or a supplier, shall constitute a waiver of claims by that payee against the Owner or Architect except those previously made in writing and identified by that payee ae W^se44ea M the time of final Apphea4ion fe n .origin; after the waiver -given at Substantial Completion payment described in Sections 9.8.2 and 9.8.6. § 9.10.6 In addition to any other damages, failure of the Contractor to achieve final completion within sixty (60) days after the specified date of Substantial Completion, subject to authorized extensions, will result in the Contractor being responsible for excess Architect's and other Owner's consultant(s)' fees beyond their original scope of services required to achieve final completion ("Excess Fees"). Excess Fees will be deducted from the amount due the Contractor. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Contract. Contractor's and all Subcontractors' Safety Pro ams shall comply with all applicable requirements of the Occupational Safety and Health Act of 1970, and all other applicable state, local, or federal laws or regulations. § 10.2 Safety of Persons and Property § 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury, or loss to all of the following: .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 Contractor, a Subcontractor, or a Sub -subcontractor; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation, or replacement in the course of construction. § 10.2.2 The Contractor shall comply with, and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property or their protection from damage, injury, or loss. § 10.2.3 The Contractor shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards; promulgating safety regulations; and notifying the owners and users of adjacent sites and utilities of the safeguards. The Contractor shall_ also be responsible, at the Contractor's sole cost and expense, for all measures necessary to protect any property adjacent to the Project and improvements therein Any damage to such property or improvements shall be promptly ly repaired by the Contractor. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified pewpersonnel, and the Contractor shall give the Owner and the Architect reasonable advance written notice of such, planned activities. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3. The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner or Architect or anyone directly or Init. AIA Document A201e-2017. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved, The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 54registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order No.0332372484 which expires on 07125/2022, is not for resale, is licensed for one -lime use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. § 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10,2.8 Injury or Damage to Person or Property If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.2.9 The Contractor shall immediately report in writing to the Owner and Architect all accidents arising out of or in connection with the Work that cause death ersonal iniM, or prppeM damage, giving full details and statements of any witnesses. In addition, if death, serious personal injuries, or serious damages are caused, the. accident shall be reported immediately electronically, as well as by telephone or messenger to the Owner and the Architect. § 10.3 Hazardous Materials and Substances § 10.3.1 Hazardous materials include an material in such quantity,concentration and physical or chemical characteristics including, but not limited to, ignitability or toxicity, so as to be capable of posing an unreasonable risk to health safe and/or roe if released into the atmosphere, transported, stored or dis osed of. The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and notify the Owner and Architect of the eonditien. ondition in writing. § 10.3.2 Upon receipt of the Contractor's written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Bede+; Order dullprocessed and approved the Contract Time shall be extended affr-apfialely appropriately, and the Contract Sum shall be increased by the amount of the Contractor's reasonable additional costs of shutdown, delay, and siei4 iip7startniT, both as specified in Article 7. The term "rendered harmless" shall be intelpreted to mean without limitation that levels of hazardous materials including, but not limited to, asbestos and polychlorinated biphenyls, are less than angpplicable exposure standards set forth in OSHA regulations. In no event however, shall the Owner have any responsibili1y for any substance or material that is brought to the Project site by the Contractor, any Subcontractor, any material supplier, or any entity for whom any of them is responsible. The Contractor agrees not to use any fill or other materials to be incorporated into the Work that are hazardous, toxic, or made up of any items that are hazardous or toxic. § 14.3.3 To the f .newt Etent pemiit4ed b t, the Owner- shall indew-qify „,t .hold Lames., the Cc Afaete f SubeentFaetorse Ar-ehiteetf Afekiteets f affd agepAs and employees of Emy ef them fiem and against , damages, losses, and expenses, in4adiiig bu+ not limited to feeS, ffiSifig Slit Bf Of feS-Hltifig ffE) Init. AIA Document A20111-2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The 'American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 55 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07125/2021 under Order No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-8309-35338032BOB7 I.- -Omitted. :Omitted. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for hazardous materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. § 10.3.5 Can#aetar- fails te petzfefm its ebliga4ieas uader- Seefien i 0.3. 1, emeept te the ex4ent that the sest pease are due Omitted. § 10.3,6 , the is held liable by a go-vemment agettey at . THE CONTRACTOR SHALL INDEMNIFY THE OWNER FOR THE COST AND EXPENSE THE OWNER INCURS 1 FOR REMEDIATION OF A MATERIAL OR SUBSTANCE THE CONTRACTOR BRINGS TO THE SITE AND NEGLIGENTLY HANDLES, OR (2)WHERE THE CONTRACTOR FAILS TO PERFORM ITS OBLIGATIONS UNDER SECTION 10.3.1, EXCEPT TO THE EXTENT THAT THE COST AND EXPENSE ARE DUE TO THE OWNER'S FAULT OR NEGLIGENCE. § 10A Emergencies In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. 4 10.5 Site Visits An one other than the Owner's designated representatives, the Architect the Architect's consultants and the Owner's other consultants visiting the job site who is not employed by a Contractor shall be required to register with the Contractor's site office before proceeding onto the job site. ARTICLE 11 INSURANCE AND BONDS § 11.1 Contractor's Liability Insurance and Rand -r. § 11,1.1 The Contractor shall purchase and maintain ikstffanee ef th- --es and 14 --its of liability, eea4aiH4ag the Owaer-, Ar-ehiteet, and Ar-ehiteet's eowaltaa�s shall be named as additional insiffeds under- the in a company or companies lawfully authorized to do business in Texas and as further qualified in Para"a h 11.6 such insurance as will PLOtect the Contractor and the Indemnitees from claims set forth below which may arise out of or result from the Contractor's operations and completed operations under the Contract and for which the Contractor may be legally liable whether such o erations be by the Contractor or by a Subcontractor or by anyone direct!y or indirect!y em to ed by an of them or by anyone for whose acts any of them may be liable: .1 Claims under workers', compensation, disability benefit and other similar emplovee benefit acts which are applicable to the Work to be performed including Rn entitigUerforming Work at the site and exemet from the coverage on account of number of employees or occu ation which entities shall maintain voluntary compensation coverage at the same limits specified for mandatory coverage for the duration of the Project; .2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's em to ees or persons or entities exempt by statute from the re uirements of Section 11.1.1.1 but require by the Contract Documents to provide the insurance required by that Section-, Init. AIA Document A2010-2017. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 56 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-53C9-35338032BOB7 .3 Claims for damaees because of bodilv iniurv. sickness or disease, or death of anv person other than the Contractor's employces; .4 Claims for damages insured by usual personal iniury liability coverage; .5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible proper including loss of use resulting therefrom; .6 Claims for damages because of bodily iniury, death of a person or prQpprty damage arising out of ownership, maintenance or use of a motor vehicle, including pollution clean-up if hauling hazardous materials; and .7 Claims for bodily injury or property damage arising out of completed operations, which coverage shall be maintained for no less than ten (I Q) years following final payment. .8 Claims for damages to the Work, and/or materials and equipment used/stored at the Work,_ as may be covered under any Builder's Risk insurance policy § 11.1.2 The , isdietie .. more the Pr -E. e t is lee ro,t Contractor's Commercial General Liability Insurance should be written on ISO Form CG 00 01 10 01 or its equivalent and provide the following .1 Premises/operations (Including X -C -U coverages); .2 Independent contractors; .3 Products and com leted operations with a per Proiect aggregate limit which covera a shall be maintained for a period of ten (10) years from the date of the Final Payment; .4 Personal idM (libel, slander, false arrest) liability with employment exclusion deleted; .5 Blanket Contractual including, but not limited to a specified provision for the Contractor's obli ations under Section 3,18 of the Contract Documents; .6 Broad form property damage including, but not limited to, completed operations; .7 Primary and Non -Contributory endorsement in favor of Indemnitees; and 8. Contain a Waiver of Subrogation in favor of Indemnitees. § 11.1.3 payfaen a ry to be ft --Ww-a.Professional Errors and Omissions Liability Insurance is required for all licensed and certified professionals, including, but not limited to, contractors, engineers, architects, design -build and design professionals as follows: 1 The retroactive date preceding the date of the contract; and .2 An extended reporting period of three (3) years past_ substantial completion. § 91,1,4 Notice of Cancellation or Expiration of Contractor's Required Insurance. Within three (3) business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by the Contract Documents, the Contractor shall provide notice to the Owner of such impending or actual cancellation or expiration. Upon receipt of notice from the Contractor, the Owner shall, unless the lapse in coverage arises from an act or omission of the Owner, have the right to stop the Work until the lapse in coverage has been cured by the Init. AIA Document A201®— 2017. Copyright ©1911, 19'15, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 57 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order ! No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-83C9-35338032BOB7 procurement of replacement coverage by the Contractor. The famishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. §14-2 GWAM'S InsuranPA s 11.1.5 The Contractor shall, for the protection and benefit of the Indemnitees and the Contractor and as part of the Contractor's efforts to satisfy the obligations set forth in this Article 11, procure, pay for—and maintain in full force and effect, at all times during the perfonnance of the Work until final acceptance of the Work-, and for such duration as required in the Contract Documents; policies of insurance issued by a responsible carriers acceptable to the Owner, and in form and substance satisfactory to the Owner, that afford the coverages set forth in the Schedule of Insurance, attached to the Contract and made a part of it as Exhibit "X" — Construction Manager's Insurance Certificate(s). All such insurance shall be written on an occurrence basis, with the sole exception of Professional Errors and Omissions Liability Insurance. In the event_ professional liability coverage is not available on "an occurrence" basis. a "claims made" basis policy with effective and retroactive dates prior to the effective date of the Contract Documents and an extended reporting period of at least three (3) years beyond Substantial Corn letion or as otherwise required bthe Contract Documents, whichever is greater, may be substituted with the written consent and approval of the Owner and Architect. The Contractor's completed operations coverage shall be maintained until the expiration of the period for correction of Work or for such other period for maintenance of corn leted o erations coverage as specified in the Contract Documents. §_11.1.& The Contractor agrees to deliver to the Architect, for transmittal to the Owner with a copy to the Architect within ten (10) days of the date of the Owner -Contractor Agreement and prior to bringing any equipment or personnel onto the site of the Work or the Project site and thereafter upon renewal or replacement of each required policy of insurance, certified copies of all required insurance policies procured by the Contractor under or pursuant to this Article i 1 or, with the written consent of the Owner and Architect, Certificates of Insurance in form and substance satisfactory_ to the Owner and Architect evidencing the required coverages with limits not less than those specified in Section 11.1.11 below and all endorsements as required in Article I herein. The coverage afforded under any insurance 12olicy obtained under or pursuant to this Section 11.1 shall be primW to agy valid and collectible insurance carried separately by any of the Indemnitees. Furthermore, all policies and Certificates of Insurance shall expressly provide that no less than thirty (30) days prior written notice (ten (10) dadays for non-payment of premium) shall be given the Architect and Owner in the event of material alteration, cancellation, nonrenewal or expiration of the coverage contained in such policy or evidenced by such certified copy or Certificate of Insurance. An additional certificate evidencing continuation of liability coverage. including ,coverage for completed operations, shall be submitted_ with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.5. Information concerning reduction of coverage shall be furnished by the Contractor with reasonable promptness. 11.1.7 Certificates of Insurance with the following or similar wording are not acceptable: "Failure to notify the certificate holder shall impose no obligation or liability of an,,kind upon the insurer, its agents or representatives," 11.1.8 In no event shall any failure of the Architect to receive certified copies or certificates of policies required under Paragraph 11. 1.6 or to demand receipt of such certified copies or certificates prior to the Contractor's cornmencina the Work be construed as a waiver by the Owner of the Contractor's obligations to obtain insurance pursuant to this Article 11. §_ 11.1 .9 When any required insurance, due to the attainment of normal expiration date or renewal date, shall expire, the Contractor shall furnish to the Architect Certificates of Insurance and amendatory riders or endorsements that clearly evidence the continuation of all coverage in the same manner,_Iiznits of protection, and scope of coverage as was provided by the previous policy forty-five (45) days prior to renewal date. In the event any renewal or replacement policy, for whatever reason obtained or required, is written by a carrier other than that with whom the coverage was previously_ placed, or the subsequent policy differ in any way from the previous policy, the Contractor shall also furnish the Architect with a certified copy of the renewal or replacement policy unless the Owner provide the Contractor with prior written consent to submit only a Certificate of Insurance for My such policy. All renewal and replacement policies shall be in form and substance satisfactory to the Owner and Architect and written by carriers acceptable to the Owner and Architect. § 11.1.10 Any Aggregate limit under the Contractor's liability insurance, shall by endorsement, apply to this Proiect separately. Init. AIA Document A201®-2017. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 195$, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The 'American Institute of Architects,' "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are $$ registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO- 44BA-B3C9-35338032BOB7 4 11.1.11 The Contractor shall notify the Owner and Architect in writing of any reduction in collectible limits (aggLegate limits by an amount in excess of Fifty Thousand Dollars ($50,000), and the Contractor shall j2roMptl procure, at no expense to the Owner, such additional coverage as necessary to restore the valid and collectible limits of such insurance to that required under the Contract Documents. § 11.1.12 The Contractor shall cause each Subcontractor to procure insurance congruent with the Contractor's insurance requirements asspecified in the Contract Documents and satisfactoa to the Owner and Architect and name each of the Indemnitees as additional insureds under the Subcontractor's commercial general liability, automobile and umbrella excess liabilily policies. The additional insured endorsement included on the Subcontractor's commercial general liability policy shall state that coverage is afforded the additional insureds with respect to claims arising out of all on-going and completed operations performed by or on behalf of the Contractor. Each policy shall contain a Waiver of SubroLyation in favor of the Indemnitees, provide for forty-five (45) day notice of cancellation or non -renewal, and be primary without contribution if the additional insureds have other insurance that is applicable to the loss. If the additional insureds have other insurance that is applicable to the loss such other insurance shall be on an excess or contingent basis. The amount of the insurer's liability under this insurance shall not be reduced by the existence of such other insurance. § 11,1,13 The Indemnitees shall be shown as "Additional Insureds" on the commercial general liability, automobile liability and umbrella excess liability policies and evidence of same must be included in Certificates of Insurance. Copies of policy endorsements must be provided listing the Indemnities as Additional Insureds, usingISO forms CG2010, CG2037, CA0070, CA0032 or their equivalents, and approved as to form by Owner. § 11.1.14 A "waiver of subrogation" clause in favor of the Owner will be attached to the workers compensation, commercial general liability, umbrella (excess) Iiability, automobile and any applicable property insurance policies and evidence of same must be included in Certificates of Insurance. Copies of policy endorsements must be provided showing waivers of subrogation in favor of the Indemnities using ISO forms CG2404, CA0070, CA0032, WC0003 or their equivalents, and approved as to farm by Owner. § 11.1.15 The Owner reserves the right to review the insurance requirements during the effective period of its Agreement with the Contractor, and provide a written request for the Contractor to make any reasonable and commercially available adjustments to insurance coverages andlor limits when deemed reasonably prudent by the Owner based upon its unilateral interpretation of changes in statutory law, court decisions or the Owner's potential increase in exposure to loss. 11.1.16 Neither Contractor Subcontractor Sub -subcontractor, nor any of their insurance carrier's liabili obligations shall be limited to the minimum limits of coverage of insurance maintained or required to be maintained by the Contract Documents. § 11.2 Owner's Liability Insurance § 11.2.1 The Owner shall be responsible for Puria4asing and maintainin the Owner's usual liability insurance. =r-equir-e pr -@Y Ft)' iR9u;a3406, with 11 of the ee-ve.fages and in ane-., r A 'b demi-+lAe%x_0fA .. elSa...i.....,. :., the not £tha Wok T1pE)a r-aeeipt effietiee from the Ownefmj the CeiatFaetar- mity delay eemmeneemetit ef the WeAE and faay obtain that VAR protect the inter Smabeei#faetars, and Stib gubeen#aetar-s in the Wer -k. When C4e failwe to e event the Qvffier fails �e preeufe eeN,efage, the Owner- wai�ves all rights against tke s S4 subeeatraetaf:s to the the, less tte 4-e Ovffier- would have been e&ver-ed by the insefance to ha-ve been 13r-eswed by the Owner, The east ef the ifistffanee shall be ehffged to the ownef by a G_ _han,ge Or -der, if the Ovffief doe& Init. AIA Document A201®-2017, Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966,197G, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are �9 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07125/2021 under Order 1 No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Motes: (2050117223) DocuSign Envelope ID: 882854F4-7CCO-44EA-B3C9-35338032BOB7 Rl-aiRtaia the required ilRswaffee' the Owner- shall r-eifnbufse the Geo4+aeter fer- all reasonable oests and damager, § 11:2.3 Not ff ne Of QA' GAIIANOR OF Expiration Of OWneF's Required PFOPOFty insurance- VA4hiEi dffee (3) business daYs of be ehar-ged to t4e 9,4%er- by an appr-epr-�e Change Order-. The b § 11.3 Property Insurance § 11.3.1 The O and Ceat,;aet, waWe all Fi&s agaiaO rt, eaek athO . a MY e f theif t,. .,,. aetc.c, Separate Geolir-astefs, if an)-, and any eitheir subeentEaster-s, stib subeeRlfaeten, agea4s, and employees, for- damages ea,ased lay fife, or- ether eauses of less, to the eK4ef# these losses afe eever-ed by pr-Bpefty iasi:ffanee required by th-e iftswanee. The Ov.%er- ef Centfacter, as affr-apriale' shall require similar- W4448H Waivefs in fiWar of the individuals , eiaims pufsiaaRt te this seetien 11.3.1 shall not prohibit this waiver- ef subr-egatiea. This waiver- ef stibr-egEFtiea sha4l be ontractor shall purchase and maintain "builder's risk" property insurance, or comparable coverage, for the full replacement cost value thercof, for i the Work that is to be done(ii) all insurable items of Work title to which has been acquired by Owner in accordance with the Contract Documents and (iii) all materials to be incorporated in the Work, if such materials are in or upon the Premises, or in transit to Premises whether or not title has been acquired by Owner. Such insurance shall not cover gnroe owned leased or otherwise used in connection with the Work b Contractor Contractor's subcontractors or the agents or employees of them, that is not forming a permanent part of the Protect. This insurance shall include the interests of Owner, Contractor, and Subcontractors and shall provide coverage against loss for "direct physical damage" (previously known as "all risk" coverage) including, but not limited to, without duplication of coverage fire extended coverage vandalism and malicious mischief, theft, collapse, earthquake, flood, sprinkler leakage, windstorm testing and startu teMporgry buildings and debris removal including demolition and increased cost of construction occasioned by enforcement of any applicable legal re uirements. § 11.3.2 , at or- adjae rights Any coverage related to the builder's risk property insurance maintained by Contractor for time including delay in o enin and/or extra expenses shall inure to the benefit of Owner only. Owner shall be the only insured under such policy, with the sole exception that the Contractor ma be entitled to payment of its fee and general conditions associated with the reconstruction less pgy deductible. § 11.4 LGas of Use, Ausiness Intermption, and Delay in Completion InsuranGe The , AIA Document A20111-2017. Copyright OO 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The Init. American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 60 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order I No,0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents' Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 11.3.3 The Contractor's insurance shall cover against loss for "direct physicat damage"(previously known as "all risk" coverage with sufficient limits to protect the full replacement cost value of the Work. 11.3.4 If by the terms of the property insurance there is a deductible amount in the event of a loss covered by such insurance Contractor shall be res onsible for all deductibles per occurrence which shall be considered a Cost of the Work for all insurable items of Work and materials to be incorporated in the Work, title to which bas not been acquired by Owner in accordance with the Contract Documents. Exce t for Contractor's deductible risk Owner is bearing all risk of loss to the Property for which Owner, Contractor, and others have an insurable or financial interest during construction, and in the event of a loss to the property during construction, Owner agrees to rely solely to the proceeds of the Builder's Risk Insurance which Contractor has agreed to furnish. 11.3.5 To the extent pennitted by law, Owner and Contractor waive all rights against 1 each other and My of their subcontractors sub -subcontractors, agents, and employees, each of the other, and (2) Owner's Separate Contractors, if any, and any of their subcontractors, sub -subcontractors, agents, and employees, for damages caused by fire or other causes of loss to the extent covered by propLr!yinsurance obtained pursuant to this Section or other ProRWY insurance applicable to the Work. Owner or Contractor, as appropriate, shall require of Owner's Separate Contractors, if any, and the subcontractors sub -subcontractors agents, and employees of any of them bwritten a ro riate agreement similar waivers each in favor of other parties enumerated herein. & 11.3.6 To the degree allowed by the insurer, Owner and Contractor shall each have its policies endorsed to provide for a waiver of the right of subrogation against the other respective party_. 4 11.3.7 Any loss insured pursuant to this Section 11.3 Property Insurance is to be adjusted bar Owner and made payable to Owner as trustee for the insureds as their interests may appear, subject to the requirements of an applicable mortgagee clause. Contractor shall pay each Subcontractor a just share of any insurance monies received by Contractor, and by appropriate written agreement, shall require each Subcontractor to make payments to its Sub -subcontractors in similar manner. 4 11.3.8 Upon request Owner shall make available for inspection by Contractor a copy of all policies to be furnished by Owner. § 11,4 Performance Bond and Payment Bond & 11 A.1 The Contractor must furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. Such bonds shall be issued in an amount equal to the total Contract Sum by a sure company licensed in the state where the Project is located, with a current A.M. Best rating of at least A- X, included on the U.S. Treasury Department's listing of approved sureties and acceptable to the Owner and Architect or as expressly asreed otherwise by the Owner and Architect in writing. .1 Except as otherwise required by statute, the form and substance of such bonds shall be satisfactory_ to the Owner in the Owner's sole -ud ent and shall satisfy the requirements Texas Government Code Chapters 2253 and 2269. .2 The Performance Bond and the Labor and Material Payment Bond shall each be in an amount equal to the Contract Sum and all subsequent increases. .3 Every Bond under this Section 11.4.1 must display the Surety's Bond Number and a rider including the following provisions, which shall be attached to each Bond: a. The Surejy hereby a ees that it consents to and waives notice of any addition alteration omission, change, or other modification of the Contract Documents; b. Any addition, alteration, change, extension of time, or other modification of the Contract Documents or a forbearance on the part of either the Owner or the Contractor to the other, shall not release the Surety of its obligations hereunder, and notice to the Surety of such matters is hereby waived; and Inst. AIA Document A201®— 2017. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 61 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/2512021 under Order 1 No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 C. The Sure agrees that it is obligated under the bonds to any successor, ante" or assignee of the Owner. 11.4.2 Upon the request of Lny person or entity appearing to be a potential beneficigy of bonds covering a ment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. 6 11 A.3 The Bond Form shall be "Performance Bond" - AIA Document A312, 2010 Edition, pages one through together with "Payment Bond" - AIA Document A312, 2010 Edition, pates one throw hg four. 11.4.4 Additional Performance and Payment Bonds may be recommended by the Architect and required by the Owner, at the Owner's sole_ discretion, from any Subcontractor. The Owner will Vay such actual, additional expenditures as Cost of the Work using the process specified in Article 7 .for Changes in the Work. All such bonds shall be in form and substance satisfactory to the Owner and Architect. §_ 11,4.5 The Contractor shall deliver the required bonds to the Owner no later than three (3) business days following the date of the Agreement is entered into, or if the Work is to be commenced prior to the date the Agreement is entered into, in response to a notification of award. The Contractor shall, prior to the commencement of the Work, submit evidence satisfactory to the Owner that such bonds will be furnished. 11 A.6 The Contractor shall require the attorne -in-fact who executes the required bond on behalf of the sure to affix thereto a certified and current copy of the power of attorney. §11.5 Adjustment and Settlement of Insured Loss § 11.5.1 fidueiai�, and made pa-yable !a the Owner- as fi&eiafy for- t,4e insweds, as their 4Aerests may appea-r-, subjeet Omitted. § 11.5.2 Prior to settlement of an insured loss, the Owner shall notify the Contractor of the terms of the proposed settlement as well as the proposed allocation of the insurance proceeds. The Contractor shall have fourteen 14 days from receipt of notice to object to the proposed settlement or allocation of the proceeds. If the Contractor does not object, the Owner shall settle the loss and the Contractor shall be bound by the settlement and allocation. Upon receipt, the Owner shall deposit the insurance proceeds in a separate account and make the appropriate distributions. Thereafter, if no other agreement is made or the Owner does not terminate the Contract for convenience, the Owner and Contractor shall execute a Change Order for reconstruction of the damaged or destroyed Work in the amount allocated for that purpose. If the Contractor timely objects to either the terms of the proposed settlement or the allocation of the proceeds, the Owner may proceed to settle the insured loss, and any dispute between the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be resolved pursuant to Article 15. Pending resolution of any dispute, the Owner may issue a Construction Change Directive for the reconstruction of the damaged or destroyed Work. § 11.6 Insurance Companies All insurance coverage procured by the Contractor shall be provided by insurance companies having current policyholder ratings no lower than "A- X" by A.M. Best and acceptable by the Owner and Architect, or as expressly agreed otherwise by the Owner, Contractor and Owner in writing. Such companies must be licensed to do business in the State of Texas. f see comments in section 11.4.1 in re -desired rating by Ci §-11.7 Failure to Purchase Insurance If one or more of the Indemnitees, or the Contractor is damaged by the failure of either the Owner or the Contractor to purchase or maintain the insurance required under this Article 11, then the party who failed to purchase or maintain the insurance shall bear all reasonable costs (including attorneys' fees and court and settlement expenses) properly attributable to the failure. § 11.8 Insurance Limits Required Init AIA Document A201"-2017, Copyright©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects; "AIA," the AIA logo, "A201," and "ALA Contract Documents" are 62 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order 1 No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 The following insurance limits are the minimums to be carried by the Architect, the Architect's consultants, the Owner's other consultants the Contractor, and the Subcontractors Sub -subcontractors and su liers unless higher limits are required by their respective Agreements or Texas law (in which case those limits shall control); .1 Automobile Liability $1,000,000 Combined Single Limit .2 Commercial General Liability $1,000,000 Per Occurrence $2,000,000 General Aggregate $2,000,000 Products/Completed Operations Aggregate egate $1,000,000 Personal and Advertising Injury_ $ 500,000 Fire Damage $ 5,000 Medical Payments .3 Professional Errors & Omissions Liability Amount equal to the Contract Sum and all subsequent increases, $3,000,000 Occurrence & Aggregate Minimum $3,000,000 Occurrence & Aggregate..Maximurn .4 Worker's Compensation Statutory Limits $1,000,000 Em to ers Liabilit .5 Umbrella or Excess Liability $25,000,000 Occurrence & Aggregate Maximum $5,000,000 Occurrence & Aggregate Maximum (for Subcontractors .6 Contractor's Pollution coverage $1,000,000 Occurrence or Claim $2,000,000 Policy Ag_Uegate .7 Builder's Risk (where applicable) 100% of the total value of the work § 11 81 Limits for primary_ policies may differ from those shown when Umbrella or Excess Liability insurance is provided, as long as all coverage is equal to or greater than the minimum limits required herein. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 Uncovering of Work § 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect, be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. § 12.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, the Contractor shall be entitled to an equitable adjustment to the Contract Sum and Contract Time as may be appropriate. If such Work is not in accordance with the Contract Documents, the costs of uncovering the Work, and the cost of correction, shall be at the Contractor's expense. § 112.2 Correction of Work § 12.2.1 Before Substantial Completion The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, discovered before Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, specifically ncluding but not limited to additional testing and inspections, the cost of uncovering and Feplaeefnei4, and and re lacement• the cost of any additional supervision, material labor, Init. AIA Document A201®— 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 63 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07125!2021 under Order I No.0332372484 which expires on 07125/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copydght@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 equipment rental charges, home office overhead, and other expenditures necessitated to both rectify the non -complying conditions, protect adjacent Work of both the Contractor and the Project and restore Work by the Contractor and others necessarily damaged in the course of recti 'n the non-com 1 in conditions-, as well as compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. § 12,2.1.1 If prior to the date of Substantial Completion the Contractor, a Subcontractor, or anyone for whom either is responsible uses or damages any portion of the Work, including, without limitation, mechanical, electrical plumbing, and other building systems, machincEy, e ui ment or other mechanical device the Contractor shall cause such item to be restored to "like new" condition at no ex ease to the Owner. In addition the Contractor shall promptly remedy damage and loss arising in conjunction with the Project caused in whole or in part by the Contractor, a Subcontractor, a Sub -subcontractor, su lier or anyone direct!y or indirect!y employed by an of them or anyone for whose acts the mage liable or for which the Contractor is otherwise responsible. § 12.2.2 After Substantial Completion § 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of any applicable special warranty required by the Contract Documents, or within such longer period of time as may be prescribed by law, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of notice from the Owner to do so, unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. Dufiag -If the condition is reasonably discoverable, durinp the one-year period for correction of Work, 4 -and the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Seefien 2.5.Section_2.5,and charge the reasonable costs to the Contractor, § 12.2.2.2 The one-year period for correction of Work shall bee ;te .ded with r-espeet to pei4iens of W,r^sc also be extended by the period of time between Substantial Completion and the actual completion of the corrective Work performed by the Contractor vursuant to this Section 12.2 but only with respect to the corrected portions of the Work. § 12.2.2.3 Omitted. § 12.2.3 The Gentfaeter- shall rGmove fF0M the site i3eAians of the Wer -k th� we ]lot in aeeer-daffee with the Omitted. § 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or Separate Contractors, whether completed or partially completed, caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. These costs specifically include, but are not limited to such additional supervision, material, labor, equipment rental charges home office overhead, and ocher ex cnditures necessitated to rectify the non-complykg conditionsprotect adjacent Work and restore Work by the Contractor and others necessarily damaged in the course of rectifying the non -complying conditions. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. § 12.2.6 The Contractor's obligations under this Section 12.2 shall, without limitation, survive acceptance of the Work under the Contract and termination of the Contract. Init AIA Document A20111-20117. Copyright p 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 64 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order 1 No,0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 § 12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. In the event final pgMent has been made by the Owner subsequent to acce tin such non-conforminiz Work the Contractor shall nav the Owner for the reduction in the Contact Sum occasioned by such acceptance. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 Governing Law The Contract shall be governed by the lam of a of the state of Texas. Venue on any dispute arising out of this Contract shall be in Denton County, Texas which is the place where the Project is leeated, &Eelxding-41+s4 itifisdietien's eheiee of taw pales. if the paffies he-ve selected wbitr�en as the method of binding dispute r-eselu4ion, the Feder -a h.,.:...a fie,, A et shall ........_... S. a fien 15.4.located and where performance isrimaril to occur. § 13.2 Successors and Assigns § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to the covenants, agreements, and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign the CantFaet as ^ m449te without -the Contract, or any rights under the contract, in whole or in part without the written consent of the other. If either party attempts to make an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate the assignment. S 13.2.3 Written Notice Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the co oration for which it was intended; or if delivered at or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the_pgM w- wing notice. § 13.3 Rights and Remedies § 13.3.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights, and remedies otherwise imposed or available by law. § 13.3.2 No action or failure to act by the Owner, Architect, or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed upon in writing. § 13.4 Quality Management Tests and Inspections § 13.4.1 Tests, inspections, and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules, and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections, and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections, or approvals that do not become requirements until after bids are received or negotiations concluded. The Owner shall directly arrange and pay for tests, inspections, or approvals where building codes or applicable laws or regulations so require. As required by the provisions of Texas Government Coda Section 2269.058(a), the Owner shall provide or contract for the construction materials engineering testing and inspection services and the verification testing services necessary for acceptance of the facilily by the Owner. To the extent that an of the provisions of this Section 13.4 or other provisions of this Agreement conflict with any of the provisions of Section 2269.058(x, such conflict is unintentional, and the provisions of the Texas Government Code shall control. Init. AIA Document A201®— 2017. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,' the AIA Logo, "A201," and "AIA Contract Documents" are 65 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07126/2021 under Order > No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 13.4.2 If the Architect, Owner, or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection, or approval not included under Section 13.4.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection, or approval, by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.4.3, shall be at the Owner's expense. § 13.4.3 If such procedures for testing, inspection, or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work to comply with requirements established by the Contract DesumoRtis—,Documents("Failed Work"all costs made necessary by suslfaikir �the Failed Work including those of repeated procedures and compensation for the Architect's services and eases, and expenses and all costs specified in Section 12.2 shall be at the Contractor's expense. The Contractor also agrees all costs of testing, inspection, and approval services required for the correction of the Failed Work and the cost of such similar services related to remedial operations performed to the Failed Work shall be borne by the Contractor. § 13.4.4 Required certificates of testing, inspection, or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. § 13.4.5 If the Architect is to observe tests, inspections, or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. § 13.4.6 It is the intent of the Construction Documents to require the Contractor to control the quality of the Work using the. processes specified in the Contractor's Ouality Management. Commissioning, and Turnover Plan contained within the most recent Construction Management Plan approved by the Owner and Architect. Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay :n a&in the Work and shall conform to the most recentl Mproved Contractor's Construction Schedule. 93.4.7 The reEponsibilfty for iMplementing implementingthe Quality Management, Commissioning and Turnover Plan is the Contractor's as is the obli ation to rovide the Work and a com lete and functional projeqLper the Contract Documents. Notwithstanding anything; herein, or in subsequently approved Quality Management, Commissioning and Turnover Plans the Owner's review and Architect's a royal of such plan(s) does not relieve the Contractor in any way of this responsibility. 13,4.8 The Contractor shall be in charge of schedulin • re -scheduling when required , and confirtridniz adequate distribution of reports and other findings from all testing and inspections of the Work. This responsibility includes but is not limited to, scheduling the testing services of a certified testing laboratory which, by statute shall be contracted to and aid for by the Owner. The certified testing laboratory shall be acc table to the Architect; and shall perform the tests as called for in the Contract Documents. The conditions that apply to materials testing and inspections include but are not limited to the following: .1 The frequency and Me of Quality Control testing shall be established by the Contractor and shall be sufficient to insure the delivery of the Work and a complete and functional proiect per the Contract Documents. The ine and amount of testing re uired by the Contract Documents shall be seen as the minimums required, and shall be increased if in the opinion of the Contractor, more testing is needed to meet the reguirements of the Contractor. .2 The Contractor shall concurrently provide the Architect copies of all test results it receives within three (3) business days of receipt of same. .3 The Owner shall provide such Quality Assurance testing as it and the Architect mutually agree to be ade nate for their own needs. The Owner shall distribute the results of its own Quality Assurance tests as it at its sole discretion, deems appropriate. The provision of Quality Assurance testing by the Owner, or lack thereof shall in no manner affect the responsibilities of the Contractor or Architect under this Agreement_ § 13,4,9 The Contractor shall facilitate and conduct weekly (or more frequent if necessary) meetings on site for the coordination of all mechanical, electrical and special systems installation activities and possible interferences above ceilings, in mechanical rooms, etc. The mechanical trades shall typicallypreference in the event of conflicts, and Init. AIA Document A201e-2017. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are ss registered trademarks and may not be used without permission, This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order No.0332372484 which expires an 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-353384328087 therefore the mechanical contractor's coordinator will usually lead each meeting, unless the Contractor decides another trade or the Contractor should take the lead. The Architect shall be informed of the meetings at least seven (7) days in advance, and the appropriate Architect's consultants should be invited to attend by the Contractor, as supplemented and coordinated by the Architect. § 13.4.10 The Contractor's Quality Management, Commissioning and Turnover Plan shall specify that prior to completion and acceptance of any building system or phase, consistent with the Contract and applicable codes and Contractor will review, in detail, the steps for completin testing estin of all building systems with the Owner and Architect. This plan shall be coordinated with and shall be made part of the Contractor's Construction Schedule. All testing shall be of each complete system, before covering, or of individually separable larger portions of each system and shall be performed in the presence of the appropriate Owner's and Architect's consultant(s), representatives of the Owner, and at its option, either or both the Architect. L13.4.11 When heating, air conditioning, ventilating, exhaust or other items of mechanical, electrical or other similar equipment are _installed, or other systems or equipment requiring testing as may be specified in the Contractor's Quality Management, Commissioning and Turnover Plan, it shall be the responsibility of the Contractor, Subcontractor or Sub -subcontractor installing such equipment to operate it for a period of time satisfactory to the Owner prior to acceptance and before the start of Warranty. The duration of such operation shall be as the Owner. Owner's consultant(s), Architect's consultant(s), Owner' employees and other Owner's representatives (the Turnover Team) shall reasonably require for proper testing of the respective system and thorough instruction of the Owner's pggrating personnel. §_13.4.12 All equipment, testing instruments, instruction materials and incidentals required for proper testing of such systems and thorough instruction of the Owner's operating personnel on each system's operations and maintenance shall be provided by the Contractor, Subcontractor or Sub -subcontractor responsible for providing and installing the equipment. Such tests and instruction shall be in meetings held solely for this Mose the Turnover Meetings),which shall be coordinated and managed by the Contractor, who shall show their dates in the Contractor's Construction Schedule at least sixty(y(60) days prior to occurrence. The Contractor shall schedule the Turnover Meetings at times reasonably convenient for the Owner's consultant(s), Architect's consultant(s) Owner's employees and other Owner's representatives that the Owner and Architect agree are necessary to allend for each system. The Architect may attend such Turnover Meetin s at its discretion. 13.4.13 The Contractor shall provide a digital video record to the Owner, with collies to the Architect of all meetings for the RigMose of Owner operational staff instruction or training• as well as commissioning of equipment._These videos will become a permanent part of all Operations and Maintenance manuals as applicable. §. 13.4.14 The Contractor shall prepare a digital video record of the project for the Owner with copies to the Architect at such stages as shall be indicated by the Architect for the purpose of documenting the location of piping, conduit, equipment, or other construction to be concealed at a later date: recording key inspections and tests, providing evidence of unforeseeable conditions encountered by the Contractor on site; and other construction issues as the Architect ma reasonably require from time to time. § 13.4.15 The Contractor shall layout and mark any plantings shrubs and trees which will require removal a minimum of five 5 business da s prior to their removal. The Contractor shall notify the Architect in writing immediately upon completion of this marking, and the Architect will have the location of these marked plantings, shrubs and trees reviewed and approved (if correct) by the Owner. The Architect will then give permission for removal in writing to the Contractor. Plantin s shrubs and trees shall not be removed or damaged without such nermission. § 13.5 Interest Payments due and unpaid under the Contract Documents shall bear interest &s m the date payi G^* is due at • e ra4e the Drejeet is i,.,,atG .as set forth in the provisions of Texas Government Code Cha ter 2251 or its successor statute. §_ 13.6 Time Limits on Claims The Owner and Contractor shall commence all claims and causes of action whether in contract tart breach of warran or otherwise against the other arising out of or related to the Contract in accordance with the requirements of Init. AIA Document A201e— 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 67 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order I No.0332372484 which expires on 0712512022, is not for resale, is licensed for one -Sime use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-353380328067 the final dispute resolution method selected in the Agreement within the time period specified by applicable law, but in any case not more than ten (10) years after the date of Substantial Completion of the Work. 13.7 Release of Retainage at Substantial Completion Notwithstanding any other provision in the Contract Documents to the contrary, upon Substantial Completion of the Work the Owner shall be entitled to retain from the Contract Sum due to the Contractor an amount equal to the greater of. (a) the product obtained by multiplying eight (g) times the total cost of completion of the Punch List items as estimated by the Architect; or (b) twenty-five thousand dollars_ ($25,000), whichever is greater. 13,8 Measurement Before ordering any material or doing any Work, the Contractor shall verify all measurements for Work completed at the Project and shall be responsible for their accuracy. Any differences found shall be submitted to the Architect for consideration before proceeding with the Work. The Contractor shall use its utmost efforts to identify discrepancies in dimensions in a timely fashion and notify the Owner and Architect of these prior to commencing any Work affected by_ the arnbiggous dimensions No extra charge or compensation shall be allowed because of differences between actual measurements and the dimensions indicated on the drawin s. 13.9 Expediting Materials The Contractor shall immediately, after receipt of Notice to Proceed and approval of the list of subcontractors and material suppliers, place orders for all equipment, materials and supplies required for the Work, and shall submit to the Architect evidence that such orders have been placed in accordance with the Contractor's Construction Schedule. 13.10 Addressing the Owner's Additional Needs and Concerns § 13.10.1 Notwithstanding the above the Owner has a unique set of stakeholders and organizational structure that creates Tecial challenges the Contractor must completely and successfully address to the satisfaction of the Owner and Architect in the performance of the Work under this A ecment. The actions that shall be taken to address these special challenges_ include but are not limited to the followin .1 The Contractor shall provide the Superintendent once per month for a scheduled meeting with the Owner for a progress update on the project if requested by the Owner. A walk-through of the site may be held as a part of this meeting which shall be scheduled for 4pm or shortly thereafter on a standard business day. .2 The Contractor may be required to provide the Superintendent for one meeting per month with the Architect for the .purpose of assisting the Owner in preparing City Council agenda items and assisting staff in preparin> presentations to the City Council for the benefit of the .public. The actual preparation and submission of the City Council of any agenda or work session item shall be performed by the Owner. 3 In addition to the meetings required to complete the Project, it is anticipated the Owner may request tours from time to time of the project and the site. The Contractor shall indicate in writing when such activity will be permitted and when the site is off limits. These requirements shall be coordinated through the Owner. 13.11 Additional Provisions § 13-11.1 In the event that any, provision herein is held to be unlawful, against public policy, or a violation of the Charter or Ordinances of the Denton City, Texas, such provision shall be modified to make it valid, or if modification is not possible, such provision shall be deleted and the remainder of this Agreement shall remain in full force and effect. § 13 11 2 Each party hereto agrees to without limitation, perform all acts; provide all services, material, equipment, labor and supervision; and to make, execute and deliver such written instruments, as shall from time to time be reasonably required to carry out the terms and provisions of the Contract Documents. § 13.11.3 All exhibits referred to in the Contract Documents are, by reference, incorporated herein for all purposes. 13.11.4 The captions of the para, Whs are set forth only for convenience and reference, and are not intended in any_ way to define limit or describe the scope or intent of the Contract Documents. Init. AIA Document A2010-20117. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 68 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 DT on 07/25/2021 under Order 1 No,0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 $1311 5 Any specific requirement in this Contract that require responsibilities or obligations of the Contractor also ppply to a Subcontractor is added for emphasis and is also hereby deemed to include a Subcontractor Sub -subcontractor or LiMplier of yLny tier. The omission of a reference to a Subcontractor in connection with any of the Contractor's responsibilities or obligations shall not be construed to diminish, abrogate, or limit any responsibilities or oblijzations of a Subcontractor Sub -subcontractor or W12lier of any tier under the Contract Documents or the applicable subcontract. 13,11.6 The provisions of the Contract Documents shall not be changed, amended waived or otherwise modified in any respect except by a written document signed by Owner. No person is authorized on behalf of Owner to orally chanize, amend waive or otherwise modify the terms of the Contract Documents or any of the Contractor's duties or obligations under or arising out of the Contract Documents. Any change, waiver, approval, or consent granted to the Contractor shall be limited to the specific material restated in the written document signed by Owner and shall not relieve Contractor of any other of the duties and obligations under the Contract Documents. $1311 7 The Contractor shall provide and file, as required by law, all notices required or permitted by the laws of the state in which the Project is located forprotection of Owner from liens and claims of lien if perrnitted or required b applicable law. Contractor shall be responsible for filing in the appropriate court or other governmental office records all such notices as required or permitted by the laws of the state in which the Project is located. 13.11.8 The Contractor shall provide Owner with covies of all notices received by Contractor from Subcontractors Sub -subcontractors, and/or suppliers to Contractor. 13,11.9 The Owner is a Texas home -rule munici all and as such is generally exempt from taxation under Texas law, which may include the purchase of items, materials, or supplies purchased on behalf of the Owner for this public works project. Contractor shall confirm that the Owner is exempt before paying taxes for items materials or su lies that may not be lawfully charged to the Owner. 13.11.10 Owner affirmatively represents that its governing body has duly a ra riated such sums which are equal to or in excess of the contract amount and that such contract amount nLay be lawfully aid by Owner to Contractor subject to the terms and conditions of the Contract Documents. In the event that Owner approves a Chane Order Construction Change Directive or other additional com ensable Work to be perfortned by Contractor other than that eantemplated by the Contract Documents under ny remed - antroprovision), Owner will issue a written assurance at the time of such approval that such additional compensation to be paid has also been duly ppropriated by the Owner's governing body_ 13.11.11 In the event the Owner is required to further advertise the com letion of the Work or the Pro sect under an local state or Federal law, the Contractor shall notify the Owner and Architect of such requirement(s) in writing not less than thirty 30da s in advance and attach a copy of the specific advertising and noticing required. 13.11.12 The Contractor shall in addition to compliance with the requirements of Section 3.7.6 and without litnitation not knowingly gmRloy or contract with an illegal alien to perform any of the Work under this A eement. The Contractor shall not knowingly contract with a Subcontractor that Q knowingly employs or contracts with an illegal alien to perform work under this A eement or(ii) fails to certify to the Contractor that the Subcontractor will not knowingly employ or contract with an illegal alien to perform work under this Agreement. 13,11.12.1 The Contractor shall comply with an reasonable request of the Texas Workforce Commission made in the course of an investigation pursuant to state law. 13.11.12.2 In addition to any other legal or equitable remedy, and notwithstanding aLtything to the contrary in the Contract Document the Owner rngy be entitled to for a breach of the Agreement, if the Owner terminates this Agreement, in whole or in part, due to Contractor's breach of the obligations set forth above in this Section 13.11.12 Contractor shall be liable for actual and consequential damages to the Owner. 13.11.13 It is the express intention of the parties that this A eement is not to be construed as a waiver of an immunities or defenses of the Owner under Texas law. 13.11,14 Notwithstandiniz any other provision .in.. the Contract Documents to the contrM, public VMVerty is rotected from forced sale and therefore aay not be made the subject of a mechanic's lien. Nothing in the Contract Init, AIA Document A2010-2017. Copyright@O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,' the AIA Logo, "A201," and "AIA Contract Documents" are 69 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07125/2021 under Order ! No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope Ip: 8B2854F4-7CC0-44EA-B3C9-35338032B067 Documents shall be construed to allow a mechanic's lien on public. property owned by the Owner. The Owner does not waive its immunities or rij4ht to obiect to or contest such a lien. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 Termination by the Contractor § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub -subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, 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; or .2 An act of government, such as a declaration of national emergency, that requires all Work to be stepped; 4 The 0,%%er- has failed ;E) fitmish to the Gefftfaetef reasonable evideeee as r-equif;ed by Seetion 2.2. . stopped. § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor, a Subcontractor, a Sub -subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, repeated suspensions, delays, or interruptions of the entire Work by the Owner as described in Section 14.3, constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365 -day period, whichever is less. § 14.1.3 If one of the reasons described in Section 14. 1.1 or 14.1.2 exists, the Contractor may, upon seven aydays' notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed, es . including other costs allowed by the law. § 14.1.4 If the Work is stopped for a period of 60 -_sixty 60 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub -subcontractor, or their agents or employees or any other persons or entities performing portions of the Work because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. 14.2 Termination by the Owner for Cause 14.2.1 The Owner may terminate the Contract if the Gen4meterContractor: .1 mpewe41y-refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or suppliers; .3 �n tdisregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; er .4 otherwise is guilty of substantial breach of a provision of the Contract Documents: or .5 contractor. becomes insolvent or makes a general assignment for the benefit of its creditors. § 14.2.2 When any of the reasons described in Section 14.2.1 exist, and upon certification by the Architect that sufficient cause exists to justify such action, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. Init AIA Document A2010-2017, Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 70 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 0712512021 under Order ! No.0332372484 which expires an 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 142.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further paynwn4 until the Work is finishe hpjymcrtt. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's. Architect's consultants', and Owner's other consultants' services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. 14.2.4.1 The costs of finishing the Work include without limitation, all reasonable attorneys' fees, additional title costs insurance additional interest because of an dela in completing the Work and all other direct and indirect costs incurred by the Owner by reason of the termination of the Contractor as stated herein. § 14.3 Suspension by the Owner for Convenience § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work, in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay, or interruption under Section 14.3.1. Adjustment of the Contract Sum shall inet�= . be as specified in Article 7. No adjustment shall be made to the extent .1 that performance is, was, or would have been, so suspended, delayed, or interrupted, by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 14A Termination by the Owner for Convenience § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. § 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shallshall: .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 .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 in ease of --Upon such termination for the Owner's convenience, the Ownef shall pay the Cen4,..,,.+,._ f We P C b 4 a the ter-minatieft fee, if v µw :a the AgFee...eftt-.Contractor shall recover as its sole remed a ent for Work pmperly performed in connection with the terminated portion of the Work prior to the effective date of termination and for items pMedy and timely fabricated off the Project site delivered and stored in accordance with the Contract Documents and Owner's further instructions. The Contractor waives and forfeits all other claims for a ent and damn es including, without limitation anticipated Profits, lost gpportunity opportunitycosts and potential and actual unabsorbed overhead costs. The Owner shall be credited for 1 a ents previously made to the Contractor for the terminated portion of the Work 2 claims that the Owner has against the Contractor under the Contract,• and 3 the value of the materials, supplies, equipment or other items that are to be disposed of by the Contractor that are part of the Contract. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 Claims § 15.1.1 Definition A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, a change in the Contract Time, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. This Section 15.1.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. AIA Document A201e -- 2017• Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The Init. American Institute of Architects, All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 71 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order 1 No.0332372484 which expires on 07125/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents' Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope IE): 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 § 15,1.2 Time Limits on Claims The Owner and Contractor shall commence all Claims and causes of action against the other and arising out of or related to the Contract, whether in contract, tort, breach of warranty or otherwise, in accordance with the requirements of the bigdispute resolution method selected in the Agreement and within the period specified by applicable lam but in a" ease not more tha-a 10 years a4er- the date ef Siabstastia4 Gempietief, of the work. Ph@ Owner and Gen4FaGter waive all Claims aad Gauses A4 aetiefi "—At cow-i-menc-ed in aGGefdaase with this Section 15. . .law. § 15.1,3 Notice of Claims Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Initial Decision Maker with a cWv sent to the Architect, if the Architect is not serving as the Initial Decision Maker; provided, however, that the claimant shall use its best efforts to furnish the Initial Decision Maker and the other party, as expeditiously as possible, with notice of any Claim including without limitation those in connection with concealed or unknown conditions, once such claim is recognized and shall cooperate with the Architect and the party against whom the claim is made in any effort to mitigate the alleged or potential damages, delay, or other adverse consequences arising out of the condition that is the cause of such a Claim Claims by either party must be initiated within twenty-one (2 1) days after occurrence of the event giving rise to such Claim or within twenty-one (211 days after the claimant first recognizes the conditionig'ving_rise to the Claim whichever is later. QaifflS by either th@ QIA%Sr- 8F GepAmeter-, W48re the eenditien giving r4se to the Claim is first diseavere ether- party and to the Initial Peeision MP111mef v�� a eepy sent te the Arehiteei, if like Arehiteet is not sen,ing as the Initial Peeision Maker. Claims by eMef party tmder this eeetaT-eaee of t4e eveRt giving rise to sueh Claim or- within 2 ! days afler the fi—r-st r-eeeo:ms the eenditia 0 to the Glaira, wkiehever is 1.. § 15.1.3.1 Claims Made After Final Payment After Final Payment, Claims made by the Contractor that have not otherwise been waived pursuant to this Contract, must be initiated within one hundred and eighty (180) days from the date of Final Payment by written notice to the Owner as a condition precedent to the Contractor's right to sue on the Contract § 15.1.3.2 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party. In such event, no d€eisiairrcconunendation by the Initial Decision Maker is required. § 15.1.4 Continuing Contract Performance § 15.1.4.1 Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. § 15.1.4.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Initial Decision Maker's decision, subject to the right of either party to proceed in accordance with this Article 15. The Architect will prepare Change Orders and issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. § 15.1.5 Claims for Additional Cost If the Contractor wishes to wake a Claim for an increase in the Contract Sum, notice as provided in Section 15.1.3 shall be given before proceeding to execute the portion of the Work that is the subject of the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. Damages available to the Contractor are limited to those set forth in the Texas Local Government Code, Subchapter I, Section 271.153 or its successor statute(s). § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, 15.1.3 shall be giveff. The Gentmeter's Giaim shall inelude an estimate of eest and of probable effe ' ' I I , progress of the Werk. le the ease of a eemLnu* dela-y, ei4y one Claii�a is the Contractor shall -provide written notice as required by Sections 8.3.4, and 8.3.5. Init. AIA Document A2018-2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and 'AIA Contract Documents" are 72 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 0712512021 under Order No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 882854F4-7CCO-44Fr4-B3C9-35338032BOB7 § 15,7.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data s*ibromAia4� tha4 weather eaadit4em were abffafmal fer- the period ef tifne, eauld ne� ha-ve been r-easefkabl A:n ti . i n accordance with Section 8.3.5. § 15.1.7 Waiver of Claims for Consequential Damages The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .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 Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit, except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Section 15.1.7 shall be deemed to preclude assessment of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. § 15.2 Initial Decision Omitted. § 15.2.1 Qaims, exGPading these w4efe the condition giving rise to the Claim is f4r-st diseeve+ed after e"if.4iefi of the period for- eaffestion of the Work set feAh in Seetion 12.2.2 E)r arising iiffder SeGtiORS W.3, 10.4, and 11.5, ShEill b6 fefeFfed to the initial Deeision Maker &f initial decision, The Afekiteet will sei-,�e as the laitial shall be required as a eendilien pr ­ 30 days aftef the Claim has beeft r-efeffed to the Initial Deeisieia Maker, the paFty asseffing the Claim may demand Rwdiafien md biading dispt4e r-eseWiefi witheiit a deeision having been render -ed. Unless t4e ;aifial Peeisien Makef § 15.2.2 The Iflitial Decision Maker will Feview Claims and within tan days e -f the �-oGoipt ef a Claim take eiie or- mer -e - C e... the ether "-.n•+., (2) re;oe4he Claim in Y�ele of- in pu4, (3) appmve the Claim, (4) suggest a ) ..&ise the PaFt;en that the 7.,;4."1 Tlecisin« Makef;n .,«abi-e to fesehv the f"1.,i if the initial T oGisiei Makor_lke saffieieR4 iPAfma4iafi te evaRi4e the ta@r4s of the Claim or- if the Initial Deeision Mak" e0fieludes that, in the hlifia4 Peeisieft Mak .'S ole d; efie t . .1� + F +1, initial ye �', :1dua itia•ca M § 15.2.3 hi evaluating Claims, the Wtial Deeisieii Maker- fa", bu4 shall aet be obligated to, eensuh with of see k&ffflatiell &&M either- PaFty er- 40M per -sons with speeial knowledge or- expeffise whe may assist the inifial DeeiE;io per -seas at the Ovffier-'s expense. siippefting dMa, surh p&Ay shall fespeRd, wigiia ten days after- feeeipt ef the r-equest, and shall either- (1) PFevide « the .eq en+ed n „eAing do+n /7\ nd. ; e the Initial Tleeisio Maker -when +1.e pe#ingc7_ a will be fimAished; or- (9) ad -,Aso the faitiM Decision Maker- that tie SUP OFtjRg"awijllh_k_�f4a�ished I ' paft-. § 1 S�Claim, the initial neeisio Maker :n Maker-, ofany ehange in the GeR4r-aet Sum or Genlr-aet:Fime or- beth, The initial deeisieft sha4l be fkia4 and binding en r-eselufien. Init. AM Document A2010-2017. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AL1 Contract Documents" are 73 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07125/2021 under Order I No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2056117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 § 15.2.6 Either- paA-f ma -y file for- mediatieff of am inifial deeisien a4 w�y time, sWb�eet to the tefms of Seetien P5.2.6. . § 15.2.6.1 94her- pafty may, withia 9 0 4ays fFem *e da4e effeceipt of an initial desisien, demaW in writing that the ather- PaFty C40% fi� mediatien. if SuGh a demand i saaa de A 4tho paFty r-ec;eiviag the demand fails to file fermediation Effi aays after-r-eceipt thereof-, then both paAics waive their-r-ights to me4iate or-pur-sue b4iding .. , , § 15.3 Mediation § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Gen4fa ,t, e*eept these waived as provided fef : ce^tiens 9.10.4, 0 1 n c, an Contract shall be subject to mediation as a condition precedent to ,,indi - suit in a state district court having competent jurisdiction 12er the Contract Documents. If a statute of limitations is at issue then suit mgy be filed by either pgM to toll the statute but the suit shall then be stayed pending completion of the agreed mediation. If the,garties cannot agree on a mediator, then the court may appoint one upon application of either party. § 15.3.2 The parties shall endeavor to resolve their Claims byagee stfy Mediation D.ucea••..es is of et en the da e e: the ;g'eeme„t. ^ Fequest f mea: «' mediation. A request for mediation, shallbemade in writing, delivered to the other party to the adffdfiister-ing the faedia6en. The rvEfaest may be made eeneuffef4y with the filing of binding dispu4e feselutie Shall b@ Stayed flefldiRg flRediEktiOR f8r- a pefied ef 60 days 49m the d4e ef filiRg, +ioless stayed fer a le"er- period by nonetheless pr-eeeed to the seleetiaFi ef the - itm4ar-(s) and agree upon a sehedtile fer later- pr-qG sedings. Contract. § 15.3.3 Either party may, within 30 days from the date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute, demand in writing that the other party file for binding dispute resolution. If such a demand is made and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof, then both parties waive their rights to binding dispute resolution pr-eecod n :t,, - et to «,,e initial de •".proceeding_s § 15.3A The parties shall share the mediator's fee and any filing f qually. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Atpee wnts—Written agreements) reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. R. AGA AFbItFatiGn 15.4.1 if the paFties ha-ve seleeted ar-bi4afien as the method fef binding dispute r-ese"en ift the Agfeemen4, any Claim s*eet to, Nat not resolved e , ethepiN4ses PFqjeGt is located, unless anether- leeation is mutualb, aWeGd upon, A demand fef- arbitration shall be Eaade in ao deh-vered to the ethef paFty to the Geffliraiat-, and filed with the persen or ea�ity admiaisteF;ng gie ar-bitFatien. 441e party filing a oaties of demand for- arbitFakien must assert in the demaR4 a14 Gla4as then knev,% to 4ia4 paFty en whis ., itfati .." ; ,-..,:rte., to be .,e,.,,.iide,7 § 1 SAA 4 A demand for- arbitr-ation shall be made no ear4ier- " eenetuTeafly vAth the filing of a request fe media4ien, bt# in ne event shall it be ffiade aftef the da4e when the iastku�ien ef lega4 or- eEfaftable pr-eseedings based the Claim would be baffed by the appheable sta-td4e ef limitafiens. For- statute of hinitadens puveses, r-eeeipt ef legal er- equitable pr-eeeedings based on the Claim. Init. AIA Document A201`'-2017. Copyright©1911. 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects,'"AIA," the AIA Logo, "A201," and "AIA Contract Documents" are 74 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order No.0332372484 which expires on 0712512022, is not for resale, is licensed for one-time use only, and may only be used in acoordance with the AIA Contract Documentso Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCQ-44EA-B3C9-353380328067 Init. AIA Document A201®— 2017, Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects, All rights reserved. The "American Institute of Architects," "AIR," the AIA Logo, "A201," and "AIA Contract Documents" are 75 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/2512021 under Order No.0332372484 which expires on 07/2512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) • r; W11 OR Init. AIA Document A201®— 2017, Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects, All rights reserved. The "American Institute of Architects," "AIR," the AIA Logo, "A201," and "AIA Contract Documents" are 75 registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/2512021 under Order No.0332372484 which expires on 07/2512022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CCO-44EA-B3C9-35338032BOB7 Certification of Document's Authenticity AW Document D401 Tm — 2003 I, Chris Squadra, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with this certification at 13:20:20 ET on 07/25/2021 under Order No. 0332372484 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document A201TM — 2017, General Conditions of the Contract for Construction, as published by the AIA in its software, other than changes shown in the attached final document by underscoring added text and striking over deleted text. (Signed) Chris Squadra, Principal (Title) 25-JUL-2021 (Dated) AIA Document D4011-2003. Copyright© 1992 and 2003 by The American Institute of Architects. All rights reserved. The 'American Institute of Architects,' "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This document was produced by AIA software at 13:20:20 ET on 07/25/2021 under Order No.0332372484 which expires on 07125/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2050117223) DocuSign Envelope ID: 8B2854F4-7CC0-44EA-B3C9-35338032BOB7 Exhibit C'Q CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. Balfour Beatty construction, LLC. 2 El Check this box if you are filing an update to a previously filed questionnaire, (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7s' business da after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate. 3 1 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? 71 Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes I--] No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? EJ 7� Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 ❑I have no Conflict of Interest to disclose. Oocuftned by. 8/9/2021 [—�. P"s f9 MMPM -doing business with the governmental entity Date